The Company has constituted a 'TPL ESOP Trust”, to grant, offer and issue options to the employees of the Company and its subsidiaries. During the year ended March 31, 2026, the Trust has acquired 3,00,000 equity shares from the secondary market for a consideration of INR. 1,821.46 lakhs (During the year ended March 31,2025, the Trust has acquired 3,19,600 equity shares from the secondary market amounting to INR. 2,982.69 lakhs) funded through loan received from the Company. The Company has treated the Trust as its direct extension, such that the assets and liabilities of the Trust are included in the standalone financial statements and the shares acquired/held by the Trust are classified as "Treasury Shares”. Equity share capital includes treasury shares of 6,19,600 as of March 31, 2026 (3,19,600 as of March 31, 2025).
ii) Terms/Rights and restrictions attached to the equity shares:
The Company has only one class of equity shares having a face value of INR. 1/-. Each shareholder is eligible for one vote per share held. The Company declares and pays dividends in INR. The final dividend (if any) proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
iv) Employee stock based compensation
The Company instituted the Tanla Platforms Limited-Restricted Stock Unit Plan 2021 during fiscal year 2021; and TPL Stock Options Scheme 2024 during fiscal year 2025 have been approved by the Board of Directors. Refer note 43 for further details.
v) No class of shares have been issued as bonus shares or for consideration other than cash by the Company in the last five preceding financial years.
Note 18
Buyback of Equity Shares
Pursuant to the approval of the Board of Directors at its meeting held on June 16, 2025 and the shareholders by way of special resolution on July 17, 2025, the Company approved a buyback of its fully paid-up equity shares in accordance with the provisions of Section 68, 69 and 70 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, and the SEBI (Buy-back of Securities) Regulations, 2018, as amended.
(a) Particulars of the Buyback
Buyback method: Tender offer
Maximum number of equity shares approved for buyback: 20 lakh fully paid-up equity shares of the company
Buyback price: INR 875 per equity share
Face value of equity shares INR 1/- each
Record date (if applicable) July 23, 2025
Maximum buyback size: INR 17,500 Lakhs, representing 24.10% of the aggregate of the paid-up equity share capital and free reserves of the Company based on the audited standalone financial statements as at March 31,2025
(b) Execution of Buyback
During the financial year ended March 31, 2026, the Company bought back 20 Lakh equity shares at an average price of INR 875 per share for an aggregate consideration of INR 17,500 lakhs (excluding transaction costs).
The buyback was completed on August 04, 2025, and the equity shares bought back were extinguished within the statutory timelines prescribed under the applicable laws.
(c) Impact on Equity Share Capital
Consequent to the buyback and extinguishment of equity shares, the paid-up equity share capital of the Company has reduced from INR 1,346.17 lakhs as at March 31, 2025 to INR 1,326.17 lakhs equity shares as at March 31, 2026.
(d) Utilisation of Buyback Amount
The buyback consideration was paid out of the Company's free reserves / securities premium / cash and bank balances, in accordance with the provisions of the Act.
In terms of Section 69 of the Act, an amount equivalent to the nominal value of the equity shares bought back has been transferred to the Capital Redemption Reserve (CRR).
(e) Buyback-related Costs
Transaction costs incurred in connection with the buyback, including brokerage, filing fees, legal and professional charges, amounted to INR 428.76 lakhs and have been adjusted against securities premium in accordance with applicable Accounting Standards.
(f) Earnings Per Share
The buyback of equity shares has resulted in a reduction in the weighted average number of equity shares outstanding during the year and has accordingly impacted the basic and diluted earnings per share, as disclosed in Note 49. The buyback was undertaken as part of the Company's capital allocation strategy with the objective of enhancing shareholder value, optimising capital structure and returning surplus cash to shareholders, while maintaining adequate liquidity for business operations and growth.
1. Tanla Platforms Limited has created 'TPL ESOP Trust' pursuant to the applicable provisions of the Indian Trust Act, 1882, the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (”SBEB Regulations"), applicable provisions of the Act and the Rules made thereunder. This trust was created as on April 25, 2024 and registered in Sub Registrar on May 30, 2024, with the objective to implement 'TPL Stock Options Scheme 2024' ("ESOP 2024" or “Scheme") through a trust route.
2. TPL ESOP Trust scheme through ESOP trust acquired 3,00,000 equity shares (3,19,600 during the year ended March 31, 2025) of the Company (""Treasury Shares"") from the open market during year ended March 31,2026 for a net consideration of INR. 1,821.46 Lakhs (INR. 2,982.69 Lakhs during year ended March 31, 2025).
Nature and purpose of reserves:
1. Capital Reserve: Represents capital reserve balances of acquired entities which are transferred to the Company upon mergers in the earlier years.
2. Capital Redemption Reserve: In accordance with Section 69 of the Act, capital redemption reserve is created equal to the nominal value of the shares bought back as an appropriation from securities premium reserve/retained earnings.
3. General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 2013. Mandatory transfer to general reserve is not required under the Act.
4. Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium, on exercise of options. This reserve will be utilised in accordance with provisions of Section 52 of the Act.
5. Employee stock options outstanding account: The fair value of the equity-settled share based payment transactions with employees is recognised in statement of profit and loss with corresponding credit to Employee Stock Options Outstanding Account. This will be utilised for allotment of equity shares against outstanding employee stock options.
6. Retained earnings: Retained earnings are the profits that the Company has earned till date less any transfers to general reserve, dividends or other distribution to shareholders.
7. Foreign currency translation reserve: Gains/losses arising on retranslating the net assets of foreign operations into INR. The cumulative amount is reclassified to profit or loss when the foreign operation is disposed-off.
8. Items of other comprehensive income: Represents re-measurement of defined employee benefit plan, i.e. difference between the interest income on plan assets and the return actually achieved, any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and subsequently not reclassified into Statement of profit and loss.
1. During the FY 2023-24 the Company has availed a loan from Karix Mobile Private Limited (Wholly owned subsidiary company). This loan carries an interest rate of 9.75% p.a. The loan amount, including interest is repayable on demand / within 6 years from the date of disbursement. Also refer foot note to note 6.
2. The Company, pursuant to the Share Purchase Agreement (SPA) dated January 21, 2025 entered with Karix Mobile Private Limited (wholly owned subsidiary Company), sold entire shareholding in Gamooga Softtech Private Limited (“subsidiary till January 21, 2025") for a non-cash purchase consideration of INR 12,280.86 lakhs, resulting in Gamooga Softtech Private Limited becoming a step down subsidiary w.e.f January 21, 2025. The purchase consideration has been adjusted against loan payable to Karix Mobile Private Limited during the year ended March 31, 2025.
Note 37
Financial risk management
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes. There have been no significant changes in the companies risk management objectives, policies and process for managing financial risk during the year. The Company does not have significant concentration of risk with any single counterparty, industry or geographic region.
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a different currency from the Company's functional currency). The Company operates in Dubai through its branch and is exposed to foreign currency rate risk through operating activities.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's investment in deposits with banks are for short durations and therefore do not expose the Company to significant interest rate risk.
(iii) Other risk
The Company is not exposed to other price risk as it does not hold financial instruments whose value is affected by changes in market prices other than foreign exchange rates and interest rates.
(b) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
(c) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company's receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The Company does not hold any collateral or other credit enhancement in respect of its financial assets. Accordingly the carrying amount of financials asset represents the maximum exposure to credit risk. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month's operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
Trade receivables
Credit quality of a customer is assessed based on the individual credit limits are defined in accordance with the assessment and outstanding customer receivables are regularly monitored. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to INR. 6,343.57 (March 31, 2025: INR. 25,717.80).
Other financial assets such as cash and bank balances, deposits and loans are considered to have low credit risk as they are held with counterparties with strong creditworthiness and no history of default. Accordingly, no expected credit loss allowance has been recognised in respect of these financial assets.
Note 38
Capital Management
(All amounts are in INR Lakhs, unless otherwise stated)
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Hence, the Company may adjust any dividend payments, return capital to shareholders or issue new shares or sell assets to reduce debt. Total capital is the equity as shown in the statement of financial position. Currently, the Company primarily monitors its capital structure on the basis of the following gearing ratio. Management is continuously evolving strategies to optimize the returns and reduce the risks. It includes plans to optimize the financial leverage of the Company.
Note 40
Employee benefits
(All amounts are in INR Lakhs, unless otherwise stated)
The Company has a defined benefit gratuity plan and governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of service is entitled to a gratuity on departure at 15 days salary for each completed year of service. The scheme is funded through a policy with Life Insurance Corporation of India. The following table summarise net benefit expense recognized in the Statement of Profit and Loss, the status of funding and the amount recognised in the balance sheet for the gratuity plan.
Composition of plan assets
Plan assets comprise of 100% insurer managed funds. The Company's defined benefit plan exposes it to actuarial risks such as interest rate risk, salary growth risk, longevity risk and employee turnover risk. The plan assets are invested with Life Insurance Corporation of India ('LIC'), which manages the funds in accordance with Insurance regulatory Development Authority of India ('IRDAI') regulations. Accordingly, the Company is also exposed to market and credit risks associated with insurer-managed investment portfolios. As the plan assets are invested with a single insurer, the Company is exposed to concentration risk. The Company monitors the funding status of the plan on a periodic basis.
Note 41
Dividend
(All amounts are in INR Lakhs, unless otherwise stated)
Interim dividend:
Dividends aggregating to INR 16,034.08 lakhs paid during the year ended March 31, 2026 comprise an interim dividend of INR 6 per equity share relating to the year ended March 31, 2025 and an interim dividend of INR 6 per equity share relating to the year ended March 31, 2026. Dividends aggregating to INR 16,144.63 lakhs paid during the year ended March 31, 2025 comprise an interim dividend of INR 6 per equity share relating to the year ended March 31, 2024 and an interim dividend of INR 6 per equity share relating to the year ended March 31, 2025. Dividends declared by the Company are based on profits available for distribution. Board at its meeting held on April 24, 2026, declared an interim dividend of INR. 6 per equity share, amounting to INR. 7,957.04 lakhs for the year ended March 31, 2026.
Final dividend:
The Board of Directors did not recommend any final dividend for the current financial year or the previous financial year. Accordingly, no final dividend was declared or paid during these periods.
guarantee of the Company & its subsidiary.
(b) Demand of service tax
The Company received Service Tax orders for FY 2007-08 to FY 2009-10 demanding INR 900.30 lakhs, including interest and penalty of INR 154.38 lakhs, in respect of imported information technology and software services. Subsequently, the Commissioner of Central Tax, vide order dated 25 March 2021, dropped a demand of INR 552.23 lakhs on the grounds of CENVAT credit eligibility and confirmed a demand of INR 193.69. Based on its assessment, management believes that the likelihood of loss on the balance demand is remote and does not expect any material adverse impact on the Company's financial position.
c) Denial of cenvat credit on various input services
Pursuant to a departmental audit for FY 2010-11, a demand of INR 121.78 lakhs along with interest and penalty of INR 14.94 lakhs was raised under the Finance Act, 1994. The Commissioner subsequently allowed CENVAT credit of INR 121.78 lakhs. Thereafter, the department filed an appeal before CESTAT seeking denial of the CENVAT credit, while the Company appealed against the levy of interest and penalty. The management believes that the Company has a strong case and accordingly considers the likelihood of loss to be remote; therefore, no provision has been recognized.
d) Denial of input tax credit by GST authorities
The GST authorities issued a demand under Section 73 of the CGST Act, 2017 for FY 2018-19 alleging excess availment of input tax credit (ITC) in GSTR-3B as compared to GSTR-2A. The Company has contested the demand, relying on the provisions of Section 16 of the CGST Act, 2017 and relevant judicial precedents. A demand of INR 154 lakhs (comprising IGST of INR 139 lakhs and penalty of INR 13.90 lakhs) was raised, of which INR 1.06 lakhs has been paid. Aggrieved by the order, the Company filed a writ petition before the Telangana High Court and obtained an interim stay during FY 2024-25. The management believes that the Company has a strong case and accordingly considers the likelihood of loss to be remote; therefore, no provision has been recognized.
e) Demand on non-deduction of TDS u/s 195 of the Income tax act, 1961
During FY 2018-19, the Company entered into a Share Purchase Agreement ("SPA") for the acquisition of equity shares of Karix Mobile Private Limited from a non resident seller ("the Seller"). At the time of the transaction, the Seller relied on the capital gains exemption available under the provisions of the Double Taxation Avoidance Agreement ("the Treaty") between India and Mauritius, supported by a tax opinion from an external tax advisor concluding that no withholding tax was required to be deducted under Section 195 of the Income tax Act, 1961. In this regard, the Company also incorporated an indemnity clause in the SPA, under which the Seller agreed to indemnify the Company in respect of any withholding tax claims that may be raised against the Company in the future. On March 31, 2026, the Company received an order issued under Sections 201(1) and 201(1A) of the Income tax Act, 1961 from the income tax department, determining a demand aggregating to INR. 4,690.23 lakhs comprising tax and interest there on towards non- deduction of withholding taxes. The Company is in the process of filing an appeal against the said order within the prescribed timelines. Given that the matter is sub judice and having obtained advice from external consultants, the management is of the view that the demand is not tenable and is of the opinion that the outcome on adjudication is likely to be favourable. Accordingly, the demand has been disclosed as a contingent liability."
Note 47
Segment Information
The Company publishes this standalone financial statements along with the consolidated financial statements. In accordance with Ind AS 108 Operating segments, the Company has disclosed the segment information in the consolidated financial statements.
Note 49
Earnings Per Share (EPS)
(All amounts are in INR Lakhs, unless otherwise stated)
Basic earnings per share is calculated by dividing the profit/(loss) for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is calculated by dividing the profit/ (loss) attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
Note 50
Audit trail:
The Company uses an accounting software hosted and maintained by a third-party service provider, which has an audit trail (edit log) feature. The audit trail feature was enabled and operated throughout the year for all transactions recorded at the application level. The Company has not identified any instance of tampering with the audit trail records at the application level, and such records have been retained in accordance with the applicable statutory requirements. The Company relies on the control environment maintained by the third-party service provider for database-level controls. However, the SOC-1 Type II report issued by the service provider does not cover controls relating to database-level audit trails. Accordingly, as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the statutory auditors have referred to this matter in their audit report.
ii. The Company does not have any transactions with companies struck off under section 248 of the Act or section 560 of Companies Act 1956.
iii. The Company does not have any charges or satisfaction which is yet to be registered with Registrar Of Companies beyond the statutory period.
iv. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company has not been declared as a willful defaulter by any bank or financial institution or government or any government authority.
vi. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
vii. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
viii. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income tax Act, 1961).
a. (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
a. (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
ix. The Company has been sanctioned working capital limits from Banks on the basis of security of current assets. Quarterly returns / statements are filed with such Banks are in agreement with the books of accounts.
x. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act and with the Companies (Restriction on number of layers) Rulers 2017.
xi. The Company has not entered into any Scheme of Arrangement (including merger, amalgamation, or demerger) during the current or previous financial year under the provisions of the Companies Act, 2013 that has an accounting impact on the financial statements
xii. The Company has not obtained any borrowing from any bank or financial institution during the current or previous financials year.
Note 53
Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year's classification/ disclosures.
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