Directors Report of Route Mobile Ltd.

Mar 31, 2025

Particulars	For the financial year ended March 31, 2025		For the financial year ended March 31, 2024
	Consolidated	Standalone	Consolidated	Standalone
Total Income	4,622.41	928.59	4,063.77	767.51
EBITDA (Non-GAAP)	527.76	120.59	511.06	74.59
Profit before Tax	426.11	172.04	455.08	155.82
(Current Tax)	104.90	40.92	76.65	28.88
Deferred Tax Charge/(Credit)	(12.72)	0.10	(10.41)	0.61
Profit for the Year	333.93	131.02	388.84	126.33
Total other Comprehensive Income (net of tax)	23.69	(0.99)	18.15	(0.28)
Total Comprehensive Income for the Year	357.62	130.03	406.99	126.05
Earnings per share (EPS)
Basic	50.69	20.83	59.95	20.19
Diluted	50.69	20.83	59.07	19.63

Your directors are pleased to present the Twenty First
Annual Report of Route Mobile Limited (‘Company’/
‘RML/ ‘Route Mobile’) along with the audited financial
statements (consolidated as well as standalone)
for the financial year ended March 31, 2025. This
Board’s Report is prepared based on the standalone
financial statements of the Company for the year
under review and also presents the key highlights of
performance of subsidiaries, and their contribution
to the overall performance of the Company during
the year under review.

1. Corporate Overview

Route Mobile is a leading CPaaS provider
that caters to enterprises, over-the-top (OTT)
players, and mobile network operators (MNO).
Established in 2004, we are serving more than
40,000 customers worldwide. Our goal is to
add value at multiple touchpoints across the
Omnichannel CXPaaS value chain while building
on unique industry use cases for our clients. We
are headquartered in Mumbai, India, and have

3. Financial Summary

operations in over 20 countries throughout
Asia Pacific, the Middle East, Africa, Europe,
and the Americas. The Company is listed on the
Indian bourses BSE Limited ("BSE”) (BSE Scrip
Code: 543228) & National Stock Exchange of
India Limited ("NSE”) (NSE Symbol: ROUTE).
Pursuant to the amendment to Regulation 3(2)
of the SEBI (Listing Obligations and Disclosures
Requirements) Regulation, 2015 ("SEBI Listing
Regulations”), with effect from December 31,
2024, recognised stock exchanges must annually
rank listed entities based on their average
market capitalisation from July 1 to December
31. The Company’s average market cap during
this period ranks it among India’s top 1,000
listed companies. (Ranks 543 and 545 as of
December 31, 2024. Source: NSE and BSE).

2. State of the Affairs of the Company

The performance of our omni-channel
communication & other businesses are
detailed out in the Management Discussion
and Analysis Report, which forms part of the
Annual Report.

4. Business Overview, Company''s Performance
and Note on Financial and Operations

RML offers a scalable and flexible Omnichannel
CPaaS platform to enterprises across industry
verticals, globally. Details of your Company’s
annual financial performance for the financial
year ended March 31, 2025, as published on the
Company’s website and presented during the
Analyst Meet after declaration of annual results,
can be accessed at https://routemobile.com/wp-
content/uploads/2025/05/Outcome-of-Board-
meeting-May-7-2025.pdf. With strong industry
tailwinds, the Global CPaaS market is expected
to grow to US$48bn by 2029 (12% CAGR over
2025-2029).

During the reporting period, the Company
posted a consolidated revenue of H 45,756 mn,
a 34% revenue CAGR FY 2021- FY 2025. During
the reporting period, Company’s total income
on a consolidated basis increased by 14% Y-o-Y
and PAT declined by 14%. On a standalone
basis, total income increased by 21% though
operational efficiencies and PAT went up by 4%.

We processed 156 bn billable transactions in
FY 2024-25 and our net revenue retention in
FY 2024-25 was 107%.

5. Key Service Milestones

Hyderabad Metro: Route Mobile has enabled
a ticket booking experience through RCS
(Rich Communications Service), allowing
commuters to use RCS on their Android
devices to book train tickets. If the device is not

6. Awards and Recognition

RCS-capable, the platform will automatically
switch the booking experience to WhatsApp
for that user. This is a unique and first-of-its-
kind experience that covers an RCS-based
user-initiated journey for ticket booking, with
a WhatsApp fallback.

Samsung India: Route Mobile has enabled
Samsung with WhatsApp-based campaigns,
lead generation and customer service
across India.

Optimised marketing messaging delivery in
WhatsApp through MM-Lite: Route Mobile
has provided optimised marketing messaging
delivery to 30% of our customers to enhance
customer experience and business conversions
for enterprises.

Landmark group: Route Mobile has
implemented WhatsApp-based logistics
services in the UAE, including tracking and
last-mile delivery optimisations. An interactive,
chatbot-driven conversational experience was
deployed to enhance the user experience for
end customers and improve business delivery.

Americana group: Route Mobile has enabled
WhatsApp-based QSR service conversational
experience for order booking, delivery tracking
and feedback management across 4 brands
and multiple countries across the ME region.

Search to RCS: Route Mobile has implemented
a significant milestone in delivering ''Search
to RCS'', enabling users to search on Google
and connect with brands through RCS-
based conversations.

Date	Details	Organisation
Nov 14, 2024	Awarded ‘Partnership Award’ at the #RCS World Tour - India for introducing RCS Business Messaging to a new category - Transit	Google

Date	Details	Organisation
Sep 11, 2024	Awarded ‘Solutions Partner of the Year - India, 2024'' at the WhatsApp Business Summit by Meta	Meta

Date Details Organisation Jan 30, 2025 Awarded ‘Conversational Commerce Solution Innovation'' by Juniper at Juniper Research the Telco Innovation Awards 2025

March 6, 2025 Awarded ''Demand Generation Vendor/User of the Year'' by e4m at the Exchange4Media Martech India Awards

Jan 31, 2024 Rajdipkumar Gupta got the Best Entrepreneur of the Year 2024 Award Corporate Leadership (Not included at Corporate Leadership Awards 2024 Awards 2024

March 6, 2025 Awarded ''Best Use of Martech in Travel, Hospitality and Leisure'' by e4m Exchange4Media at the Martech India Awards

7. Share Capital

The Company’s issued and paid-up equity share
capital at the beginning of the financial year i.e.
April 1, 2024 was H 62,78,85,320/- (6,27,88,532
shares of H 10 each fully paid-up).

During the year, the Company issued and
allotted 1,74,165 equity shares and 34,885
equity shares of H 10/- each, pursuant to exercise
of stock options by the eligible employees of the
Company and its subsidiary companies, under
the Route Mobile Employee Stock Option Plan
2017 on September 5, 2024 and December 10,
2024 respectively.

The Company’s issued and paid-up equity share
capital as on March 31, 2025 is H 62,99,75,820
(6,29,97,582 shares of H 10 each fully paid-up).

8. Details of utilisation of funds & Statement
of deviation(s) or variation(s)

Pursuant to Regulation 32(1) of the SEBI
Listing Regulations, there was no deviation
or variation in the utilisation of proceeds
as mentioned in the objects stated in the
Prospectus dated September 14, 2020, in
respect of the Initial Public Offering ("IPO”) of
the Company. Your Company has appointed
Axis Bank Limited as the Monitoring Agency, in
terms of Regulation 41(2) of the Securities and
Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018,
as amended from time to time, to monitor the
utilisation of IPO proceeds. Further, in respect
of the Company’s maiden Qualified Institutions
Placement (QIP) on November 12, 2021, and
pursuant to Regulation 32(1) of the SEBI Listing
Regulations, there was no deviation or variation
in the utilisation of proceeds. The Monitoring
Agency Reports are filed with BSE and NSE,
where the equity shares of the Company are
listed, as mandated under Regulation 32(6)
of the SEBI Listing Regulations, every quarter.
The Monitoring Agency Reports are available
under the Investors section on our website at
https://routemobile.com/investors/.

9. Listing Fees

Your Company has paid requisite annual
listing fees to NSE and BSE where its securities
are listed.

10. Dividend

Your Directors have recommended a final
dividend of H 2/- (Rupees Two) per equity
share of H 10/- (Rupees Ten) each (20%) for the
financial year ended March 31, 2025, subject to

shareholders’ approval at the ensuing annual
general meeting of the Company. The total
dividend for the financial year ended March
31, 2025, aggregates to H 11/- (Rupees Eleven
only) per equity share of the face value of
H 10/- (Rupees Ten) each, including the interim
dividend of H 9/- (Rupees Nine), per equity share
as approved by the Board of Directors at their
meeting held on October 21, 2024 and January
28, 2025 respectively, which was paid thereafter.
The dividend recommended is in line with the
Dividend Distribution Policy of the Company.
The Dividend Distribution Policy, in terms of
Regulation 43A of SEBI Listing Regulations is
available on the Company’s website at https://
routemobile.com/i nvestors/corporate-policies/.

Pursuant to the Finance Act, 2020, dividend
income is taxable in the hands of the
shareholders w.e.f. April 01, 2020 and the
Company is required to deduct tax at source
(TDS) on dividend paid to the Members at
prescribed rates as per the Income-tax Act,
1961. For more details in this regard, please
refer to the ‘Notes’ section of the Notice to the
Annual General Meeting ("AGM”).

11. Transfer to Reserves

The closing balance of the retained earnings
(excl. securities premium) of the Company for
FY 2025, after all appropriation and adjustments
was H 182.73 crores.

12. Deposits

The Company has not accepted any deposits
from public during the year under review, and as
such, no amount principal or interest on deposits
from public was outstanding as on the balance
sheet closure date.

13. Highlights of Performance of Subsidiary
Companies

Your Company along with its subsidiaries
provide a wide range of cloud communication
platform services to enterprises, OTT players
and detection and traffic analytics, monitoring
traffic and administration of SMS Firewall and
a comprehensive 24/7 Managed Service and
customer support solutions, back office &
consultancy services.

In accordance with Section 136 of the
Companies Act, 2013 ("the Act”), the
audited financial statements, including the
consolidated financial statements and related
information of the Company and accounts
(as per local law requirement) of each of its
subsidiaries, are available on our website
at www.routemobile.com. A short description of
business and performance of major subsidiaries
are provided below:

Route Mobile (UK) Limited (‘RML UK’): RML UK

is engaged in the business of inter alia providing
technology services for mobile communications
with a focus on messaging. The Standalone
Gross Revenue of RML UK for FY 2024-25
stood at GBP 223,483,409 (Previous Year: GBP
183,383,463) and the Profit after Tax stood at
GBP 8,711,414 (Previous Year: GBP 9,040,549).

During the year under review, RML UK has
acquired 7,507,500 shares of IDR 1000/-
aggregating to IDR 7,507,500,000 of PT Route
Mobile Indonesia ("RM Indonesia”) on November
22, 2024 to meet the local law requirements
of Indonesian Investment Law for a minimum
paid-up capital of IDR 10,000,000,000 for
foreign-owned companies (PMA) registered in
the country. Upon allotment of equity shares by
RM Indonesia, the total investment of RML UK in
RM Indonesia is 99,99,990 shares, representing
99.90% of the total equity share capital in
RM Indonesia.

Routesms Solutions FZE (‘Routesms FZE’):

Routesms FZE is engaged in the business of inter
alia providing technology services for mobile
communications with a focus on messaging and
voice solutions. The Revenue of the company for
FY 2025 stood at AED 130,012,006 (Previous
Year: 165,841,210). Routesms FZE earned net
profit for the year of AED 32,441,559 (Previous
Year: AED 52,855,232).

Masivian S.A.S. (‘Masivian’): Masivian is a leading
cloud communications platform service provider
in Latin America, with leadership position in
Colombia and Peru, as well as a presence in several
countries in the region. Masivian’s differentiated
and well-adapted cloud communication platform,
security & data analytics offer a comprehensive
suite of communications, marketing, and unique
AI-powered products for enterprises. Masivian
offers multichannel notification services through
SMS, Email, as well as Voice, serving marquee
clients across Colombia & Peru. For the year ended
March 31, 2025, Masivian clocked Consolidated
Revenue of COP 1,32,70,57,10,136 (Previous Year:
Revenue of COP 120,603,837,915) and Profit after
tax of COP 10,25,44,70,183 (Previous Year: Profit
after tax COP 10,307,606,404).

365squared Ltd. (‘365squared’): 365squared is
engaged in the business of inter alia providing
technology services for mobile communications
with a focus on SMS filtering, analytics and
monetisation.365analyticsisareal time detection
and traffic analytics software with an intelligence
that is updated constantly based on our global
intelligence. The Revenue of 365squared for
FY 2024-25 stood at EURO 9,742,924 (Previous
Year: EURO 8,557,662). 365squared earned a
Profit after tax of EURO 2,363,878 (Previous Year:
EURO 482,615).

M.R Messaging FZE(“MRM”): MRM is involved
in the business of CPaaS solutions including
A2P messaging, number lookup and 2-way
messaging, offered to enterprises as well as
aggregators, using its technology platform.
Audited Revenue of the Consolidated MRM for
the financial year ended March 31, 2025 was AED
330,969,316 (PreviousYear:AED 315,220,156)and
Profit after tax for the period was AED 15,126,078
(Previous Year: AED 26,499,722).

Route Mobile Communication Services
Company (fka “Interteleco International
for Modern Communication Services”)
(“RMC”): RMC is engaged in the business
of communication services (viz. messaging
solutions / SMS business) in Kuwait. For the year
ended March 31, 2025, RMC generated a revenue
of KWD 2,264,039 (PreviousYear: KWD2,999,277)
with a profit of KWD 2,95,444 (Previous Year:
KWD 5,67,549).

Updates on the Acquisition by Proximus
Global S.A./N.V. (formerly known as
Proximus Opal S.A.).

Pursuant to a Share Purchase Agreement dated
July 17, 2023, Proximus Global S.A./N.V. (formerly
known as Proximus Opal S.A.), a subsidiary of
Proximus S.A./N.V., initiated and completed the
acquisition of the Company. Proximus Global
S.A./N.V. acquired 57.71% of the voting share
capital (on a fully diluted basis) from the founding
shareholders (members of the promoter and
promoter group of the Company) and an
additional 24.99% through an open offer to the
public shareholders of the Company. Following
the 5771% acquisition, Proximus Global S.A./N.V.
acquired control and became a promoter of the
Company, along with the existing members of the
promoter and promoter group of the Company.
The Promoter of the Company, Proximus Global
S.A./N.V. has reduced its shareholding in the
Co m pa nyf ro m 83.11% (acq u i red pu rsua nt to both

Apart from the aforementioned appointments, following directors ceased to be the Directors of the
Company. The Board placed on record their appreciation for the valuable contribution and guidance as
Directors of the Company.

Sr. No.	Name of the Director	Designation	Date of Appointment
1.	Mr. Guillaume Antoine Boutin (DIN: 10498724)	Non-Executive Director	May 08, 2024
2.	Mr. Mark James Reid (DIN: 10498698)	Non-Executive Director	May 08, 2024
3.	Mr. Anil Kumar Chanana (DIN: 00466197)	Independent Director	May 08, 2024
4.	Mrs. Harita Gupta (DIN: 01719806)	Independent Director	May 08, 2024
5.	Mr. Prakash Advani (DIN: 05322952)	Independent Director	May 08, 2024

Sr. No	Name of the Director	Designation	Date of Resignation
1.	Mr. Sandipkumar Gupta (DIN: 01272932)	Non-Executive Director	May 8, 2024
2.	Mr. Chandrakant Gupta (DIN: 01636981)	Non-Executive Director	May 7, 2024
3.	Mr. Arun Gupta (DIN: 05131228)	Independent Director	May 8, 2024
4.	Mrs. Sudha Navandar (DIN: 02804964)	Independent Director	May 8, 2024
5.	Mr. Bhaskar Pramanik (DIN: 00316650)	Independent Director	May 8, 2024
6.	Mr. Nimesh Salot (DIN: 00004623)	Independent Director	May 8, 2024

acquisitions mentioned above) to below 75% to
comply with the minimum public shareholding
(MPS) requirement prescribed under Rule 19A of
the Securities Contracts (Regulation) Rules, 1957
The reduction was achieved through a sale of
1.95% of the equity share capital on July 26, 2024,
and an Offer for Sale (OFS) of 6.03% conducted
on September 12-13, 2024. Post completion of
the aforementioned transactions, the Company
is in compliance with the MPS norms mandated
by SEBI.

14. Consolidated Financial Statements

The Consolidated financial statements of the
Company and its subsidiaries for FY 2024-25
are prepared in compliance with the applicable
provisions of the Act and as stipulated under
Regulation 33 of SEBI Listing Regulations as well
as in accordance with the Indian Accounting
Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The audited
consolidated financial statements together
with the Independent Auditor’s Report thereon
forms part of this Annual Report. Further,
pursuant to Section 129(3) of the Act, the report
on the performance and financial position of the
subsidiaries and salient features of the Financial
Statements in the prescribed Form AOC-1 is
attached to this report as Annexure 1.

Pursuant to Section 136 of the Act, the financial
statements of the Company, consolidated financial
statements along with relevant documents and
separate (as per local law requirement) in respect
of subsidiaries, are available on the Company’s
website on https://www.routemobile.com/
investors. Any Member desirous of inspecting or
obtaining copies of the said Financial Statements
may write to the Company Secretary at
i [email protected].

During the year under review, there was no
companies that have become or ceased to be
subsidiaries, joint ventures and associates.

15. Insurance

All the properties and operations of the Company,
to the best judgement have been adequately
insured. As per the provisions of the Act and in
compliance with Regulation 25(10) of the SEBI
Listing Regulations, we have also procured
a directors’ and officers’ liability insurance to
indemnify our directors and officers for claims
brought against them to the fullest extent
permitted under applicable law.

16. Employee Stock Option Plan

The Company has two Employee Stock Option
Plans (“RML ESOP Plans") as at March 31, 2025
viz. Route Mobile Limited Employee Stock
Option Plan 2017 (“RML ESOP 2017") and Route
Mobile Limited - Employee Stock Option Plan,
2021 (“RML ESOP 2021") (together referred as
‘Schemes’). The Schemes are administered by
the Route Mobile Employee Welfare Trust. There
are no changes made to the above Schemes
and these Schemes are in compliance with the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI (SBEBSE) Regulations,
2021). During FY 2024-25, no employee was
issued stock options equal to or exceeding 1% of
the issued share capital of the Company at the
time of grant.

In respect of RML ESOP 2017, 2,09,050 Options
have been exercised and 20,500 Options remain
unexercised as on March 31, 2025. 10,000
Options have lapsed or were cancelled due to
cessation of employment.

The Company had launched RML ESOP 2021
in 2021 post its IPO & listing in 2020. In terms
of RML ESOP 2021, not exceeding 28,00,000
Options were available for offer and grant by
the Company to the eligible employees of the
Company and that of its subsidiary companies.
Under RML ESOP 2021, 741,220 Options have
been granted till date though no Options were
granted during the year i.e., FY 2024-25. In
respect of RML ESOP 2021, no Options have
been exercised till date and 2,05,395 Options
remain unexercised as on March 31, 2025.
7,360 Options have lapsed or cancelled due to
cessation of employment.

In compliance with the Regulation 13 of the
SEBI (SBEBSE) Regulations, 2021, certificate(s)
from the secretarial auditor, confirming
implementation of RML ESOP 2017 & RML
ESOP 2021 in accordance with the said
regulation and in accordance with the resolution
of the Company in the general meeting, will be
available electronically for inspection by the
Members during the annual general meeting of
the Company.

The requisite disclosures under Regulation
14 of the SEBI (SBEBSE) Regulations, 2021 is
uploaded on the Company’s website under
Investors section and the same can be accessed
at https://routemobile.com/investors/

17. Board of Directors and Key Managerial
Personnel

In accordance with the provisions of Section 152
of the Act read with Companies (Management
& Administration) Rules, 2014 and Articles of
Association of the Company, Mr. Mark James
Reid (DIN: 10498698) Non-Executive Director
of the Company, will retire by rotation at the
ensuing AGM and being eligible, have offered
himself for reappointment. The Board, on
the recommendation of the Nomination &
Remuneration Committee, recommended his
re-appointment at the ensuing AGM.

Further, the Members through postal ballot on
August 2, 2024 has approved the appointment
of Mr. Guillaume Boutin; Mr. Mark Reid as
Non-Executive Directors of the Company
and Mr. Prakash Advani; Mrs. Harita Gupta
and Mr. Anil Kumar Chanana as Independent
Director, not liable to retire by rotation, for a term
of 3 (Three) consecutive years with effect from
May 8, 2024 respectively.

As on date of this report, apart from
aforementioned appointment/reappointment/
cessation of Directors, the Board of Directors

The brief details of Mr. Mark James Reid proposed
to be re-appointed as Director, required under
Secretarial Standard 2 issued by the Institute of
Company Secretaries of India and Regulation 36
of the SEBI Listing Regulations is provided in the
Notice of ensuing AGM of the Company.

During the year under review, pursuant to the
provisions of Section 161 of the Act and based
on the recommendation of the Nomination
and Remuneration Committee, the Board
of Directors had approved appointment of
following directors in terms of open offer.

on recommendation of the Nomination and
Remuneration Committee had:

(a) appointed Mr. Jan Van Acoleyen (DIN:
11039188) as Additional (Non-Executive,
Non-Independent) Director of the Company
with effect from April 16, 2025 and the
Members of the Company approved
the said appointment vide Ordinary
Resolution passed through Postal Ballot on
June 27, 2025.

(b) noted cessation of Mr. Guillaume Antoine
Boutin as the Chairman and Non-Executive
Director of the Company w.e.f. April 17, 2025.
The Board placed on record his appreciation
for the valuable contribution and guidance
rendered by Mr. Guillaume Boutin during
his tenure by as Director of the Company.

(c) appointed Mr. Mark James Reid as the
Chairman of the Board and Company w.e.f.
April 17, 2025.

Statement regarding Opinion of the Board
with regard to Integrity, Expertise and
Experience (Including the Proficiency)
of the Independent Directors appointed
during the Year:

Mrs. Harita Gupta, Mr. Prakash Sunder Advani and
Mr. Anil Kumar Chanana are the Independent
Directors of the Company. In the opinion of
the Board, there has been no change in the
circumstances which may affect their status
as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise
and experience (including proficiency in terms
of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on
the Board.

Further, in terms of Section 150 read with
Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as
amended, the Independent Directors of the
Company have included their names in the data
bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees, reimbursement of
expenses and commission, if any.

Key Managerial Personnel

During the year under review, and in compliance
with Section 203 of the Act, Mr. Rajdipkumar
Gupta was Re-designated as the Managing
Director of the Company and Mr. Gautam
Badalia was appointed as Chief Executive Officer
of the Company w.e.f. December 17, 2024, Also,
Mr. Rajeshwar Singh Gill was appointed as Group
Chief Financial Officer of the Company w.e.f.
January 28, 2025.

As on date of this report, apart from
aforementioned appointment/re-designation of
Key Managerial Personnel, the Board of Directors
on recommendation of the Nomination and
Remuneration Committee had:

(a) noted the resignation of Mr. Gautam
Badalia as the Chief Executive Officer of the
Company w.e.f close of business hours of
July 17, 2025,

(b) appointed Mr. Tejas Shah as the Company
Secretary & Compliance Officer and Key
Managerial Personnel of the Company w.e.f.
July 17, 2025 in place of Mr. Rathindra Das
who had resigned at the close of business
hours on May 30, 2025,

c) approved the re-designation of
Mr. Rajdipkumar Gupta as the Managing
Director & CEO of the Company w.e.f
July 18, 2025.

The Board places on record its appreciation for
the valuable contribution made by Mr. Rathindra
Das and Mr. Gautam Badalia during their tenure
with the Company.

As on the date of this Report, Mr. Rajdipkumar
Gupta, Managing Director & CEO; Mr. Rajeshwar
Singh Gill, Group Chief Financial Officer;
Mr. Suresh Jankar, Chief Financial Officer and
Mr. Tejas Shah, Company Secretary & Compliance
Officer are the Key Managerial Personnel of your
Company in accordance with the provisions of
Section 2(51) read with Section 203 of the Act.

18. Remuneration policy

The Company has in place a policy for
remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel;
the policy also lays down the parameters for
selection of candidates for appointment to the
said positions, which have been approved by the
Board. The policy on remuneration of Directors,
Key Managerial Personnel is provided in the
Corporate Governance section which forms part
of this Report and is also available on the website
of the Company and can be accessed at https://
routemobile.com/investors/corporate-policies/.

19. Declarations by Independent Directors

The Company has received declarations from
all Independent Directors of the Company
confirming that they continue to meet the
criteria of independence, as prescribed under
Section 149(6) of the Act and Regulation 25(8)
read with Regulation 16(1)(b) of the SEBI Listing
Regulations. The Independent Directors have
also confirmed that they have complied with
the Company’s Code of Conduct of Board of
Directors and Senior Management Personnel.

20. Meetings of the Board and Board
Committees

The Board met nine (9) times during the
financial year under review, the details of which
are given in the Corporate Governance Report
that forms part of this Report. The intervening
gap between any two meetings of the Board
was not more than one hundred and twenty
(120) days as stipulated under the Act and SEBI
Listing Regulations.

Constitution of various Committees

The Board currently has Five (5) Committees,
namely, the Audit Committee, the Nomination
and Remuneration Committee, the Corporate
Social Responsibility Committee, the
Stakeholders Relationship Committee and the
Risk Management Committee. Further, the
Company also has an Operations Committee
to deal with the matters relating to frequent
banking and business affairs.

During the year under review, all the
recommendations made by the Committees of
the Board, including the Audit Committee, were
accepted by the Board.

The details of the Committees along with their
composition, number of meetings held and
attendance at the meetings are provided in the
Corporate Governance Report.

21. Human Capital

At the heart of our success lies our people our
greatest strength. They shape our culture, drive
our performance, and help us build a workplace
that supports both professional and personal
growth. We are committed to fostering a
positive, engaging environment where every
employee feels valued and empowered.

To continuously enhance the employee
experience, we leverage multiple feedback
channels, including skip-level meetings,
leadership-driven town halls, and exit interviews.
These mechanisms help us identify areas for
improvement and strengthen our position as an
employer of choice.

We take pride in promoting diversity and
inclusivity. With a workforce spread across
21 countries, our diverse talent pool brings
together a wide range of perspectives and
experiences. Despite geographical distances,
our employees share and embody a unified
Route Culture — one that values collaboration,
respect, and excellence.

Employee communication and engagement are
central to our people strategy. Our quarterly town
halls keep teams informed about organisational
updates, while meet-and-greet sessions with
leadership for new joiners ensure meaningful
connections from day one. Milestones and
key achievements are celebrated across all
offices, reinforcing a sense of community
and accomplishment.

Our strong Rewards and Recognition programs
ensure that exceptional performance does
not go unnoticed. Quarterly recognition
events spotlight outstanding contributors,
and our Annual Recognition Night honour’s
those who have consistently demonstrated
excellence throughout the year. We also
take this opportunity to celebrate long-term
commitment, recognising employees who have
completed 5, 10, and 15 years with us. Together,
we are building a workplace defined by passion,
purpose, and pride.

The statement of Disclosure of Remuneration
under Section 197 of the Act and Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (‘Rules’), is
attached to this Report as Annexure 2. As per
second proviso to Section 136 (1) of the Act
and second proviso of Rule 5 of the Rules, the
Report and Financial Statements are being sent
to the members of the Company excluding the
statement of particulars of employees under
Rule 5 (2) of the Rules. Any member interested
in obtaining a copy of the said statement, such
member may write to the Company Secretary,
whereupon a copy would be sent.

22. Quality initiatives

The Company continues to sustain its
commitment to the highest levels of quality,
superior service management, robust
information security practices and mature
business continuity management. Our quality
management system certified by KVQA
Certification Services Private Limited complies
with ISO 9001:2015 while our information
security management system is certified by
KVQA Certification Services Private Limited
as ISO/IEC 27001:2022 compliant. We have
also achieved the Capability Maturity Model
Integration (CMMI) Level 5 Certification through
UK Certification and Assessment Ltd and UAFL.

23. Board Diversity and Policy on Director''s
Appointment and Remuneration

The responsibilities of the board of directors
have been on the corporate agenda for years.
Acting as the agents of shareholders, directors
are expected collectively to devise operational
and financial strategies for the organisation
and to monitor the effectiveness of the
company’s practices. Directors are responsible,
for devising strategies through critical analysis
and effective problem solving. One of the pitfalls
behind the decision-making process in the
boardroom is ‘groupthink’, which is described
as a psychological behavior of minimising
conflicts and reaching a consensus decision
without critically evaluating alternative ideas
in a cohesive in-group environment. Diversity
in boardrooms creates an impact outside the
boardroom, too. It can attract more top talent
and create greater employee satisfaction. The
labor market increasingly evaluates companies
on whether they maintain an inclusive and
diverse environment. Companies that excel in
this area, particularly in the boardroom, achieve
a competitive advantage by winning the war for
talent. Your Company has been mindful of this
and have always strived for relevant diversity
in the Board representing a healthy mix of
gender & experience. The policy on ‘Nomination
and Remuneration’ and ‘Board Diversity’
adopted by the Board sets out the criteria for
determining qualifications, positive attributes
and independence while evaluating a person for
appointment / reappointment as a Director or as
KMP, with no discrimination on the grounds of
gender, race or ethnicity, nationality or country of
origin. The Board Diversity policy is available on
the Company’s website at https://routemobile.
com/investors/corporate-policies.

24. Board Evaluation

Investors, regulators and other stakeholders
are seeking greater board effectiveness and
accountability and are increasingly interested
in board evaluation processes and results.
Boards are also seeking to enhance their own
effectiveness and to more clearly address
stakeholder interest by enhancing their board
evaluation processes and disclosures. Prior to
designing and implementing an evaluation
process, boards had determined the substantive
and specific goals and objectives they want to
achieve through evaluation. A note on the Board
evaluation process as well as familiarisation
programme undertaken by the Company

for evaluation, orientation and training of the
Directors in compliance with the provisions of the
Act and the SEBI Listing Regulation is provided
in the Report on Corporate Governance, which
forms part of this Report.

25. Remuneration to Managing Director /
Whole- Time Director from Holding or
Subsidiary Companies

In terms of Section 197 (14) of the Act,
remuneration paid to Mr. Rajdipkumar Gupta,
Managing Director & CEO from subsidiary
company viz. Route Mobile (UK) Limited was
GBP 2,01,083.

26. Auditors & Audit Reports

Statutory Auditors and Audit Report

At the 17^th AGM of the Company, the Members
approved the appointment of Walker Chandiok
& Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013) as the
Statutory Auditors of the Company, to hold
office for a period of 5 (five) years from the 17^th
AGM of the Company till the conclusion of the
22^nd AGM of the Company to be held in the
calendar year 2026, in terms of the applicable
provisions of Section 139(1) of the Act read with
the Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report for FY 2024-25 does
not contain any qualification, reservations, or
adverse remark. The said report for the financial
year ended March 31, 2025 read with the
explanatory notes therein are self-explanatory
and therefore, do not call for any further
explanation or comments from the Board under
Section 134(3) of the Act. The Auditors’ Report
is enclosed with the financial statements in this
Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed Dhrumil M Shah
& Co. LLP, Company Secretary in Practice to
undertake the Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended
March 31, 2025 in the prescribed Form MR-3 is
attached to this Report as Annexure 3. The said
Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks
or disclaimer.

Based on the recommendation of the Board in
its meeting held on May 07, 2025, Makarand

M. Joshi & Co., Company Secretaries (Firm
registration no: P2009MH007000), is proposed
to be appointed as secretarial auditors of
the Company to hold office for a term of five
consecutive years commencing from financial
year 2025-26 till financial year 2029-30 subject
to the approval of shareholders as per Regulation
24A of the SEBI Listing Regulations read with
Section 204 of the Act and Rules thereunder.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing
Regulations, the Secretarial Compliance Report
for the financial year ended March 31, 2025, has
been submitted to the Stock Exchanges. Further,
in this regard, please note that the Company
does not have any material unlisted Indian
subsidiaries during financial year 2024-25.

Cost Auditors

The Company is not required to maintain
cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1)
of the Act for the financial year 2024-25 for the
business activities carried out by the Company.

Reporting of Frauds by Auditors

During the year under review, neither the
statutory auditors nor the secretarial auditor has
reported to the Audit Committee or the Board,
under Section 143 (12) of the Act, any instances
of fraud committed against the Company by its
officers or employees, the details of which would
need to be mentioned in the Board’s Report.

27. Internal Financial Controls, their
adequacy and Internal Auditors

Internal Control are often an area of focus for
investors, creditors, shareholders and Board
members, among other stakeholders, when
ensuring that the organisation provides accurate
financial reporting which shows its state of
operations in today’s constantly changing
business environment. At Route Mobile, Internal
financial controls are the policies and procedures
adopted by the company for ensuring the
orderly and efficient conduct of its business,
including adherence to the company’s policies,
the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy
and completeness of the records. Section 134(5)
(e) of the Act requires, the Board of every listed
Company to lay down Internal Financial Control
Policy to be followed by the Company which
helps in ensuring the orderly and efficient
conduct of its business, including adherence
to Company’s policies, the safeguarding of its

assets, the prevention and detection of frauds
and errors, the accuracy and completeness of
the Accounting records and timely preparation
of reliable financial information. As per section
177 (4) (vii) of the Act, the Audit Committee
require to evaluate the Internal Financial Control
("IFC") of the Company. At Route Mobile, IFC
has been designed to mitigate Operational
risks, including segregation of duties, checks
and balances, protection of company’s funds,
operating systems, management information
systems, management reporting, front and
back office operations, contingency planning
and disaster recovery.

Walker Chandiok & Co LLP, the statutory auditors
of RML have audited the financial statements
included in this annual report and have issued
an attestation report on the company’s internal
control over financial reporting (as defined in
Section 143 of the Act). RML has appointed
M/s Pipalia Singhal & Associates to carry out
internal audit of its activities for FY 2024-25. The
audit is based on an internal audit plan, which
is reviewed each year in consultation with the
statutory auditors. RML also undergoes periodic
audit by specialised third party consultants and
professionals for business specific compliances
such as quality management, service
management, information security, etc. Based
on its evaluation (as defined in Section 177 of Act
and Regulation 18 of SEBI Listing Regulations),
audit committee has noted that, as of March 31,
2025, the company’s internal financial controls
were adequate and operating effectively.

28. Particulars of contracts or arrangements
with Related Parties

All contracts/arrangements / transactions
entered into by the Company with its related
parties during the year were in the ordinary
course of business and on an arm’s length basis.
The Company has put in place a mechanism
for certifying the related party transactions
statements placed before the Audit Committee
and the Board of Directors from an Independent
Chartered Accountant firm (confirming
ordinary course of business and arm’s length
basis). Further, all related party transactions
were undertaken with approval of the Audit
Committee. Disclosure of Transactions, (None
for FY 2024-25), with Related Parties referred to
in Section 188(1), as prescribed in AOC-2 under
Rule 8 (2) of the Companies (Accounts) Rules,
2014 is not applicable.

Details of other related party transactions have
been included in Note no. 37 to the standalone
financial statements. There are no materially
significant related party transactions that may
have potential conflict with interest of the
Company at large. There were no transactions
of the Company with any person or entity
belonging to the Promoter(s)/Promoter(s)
Group which individually holds 10% or more
shareholding in the Company, except as
disclosed in the financial statements.

The Policy on the Related Party Transactions is
available on the Company’s website at https://
routemobile.com/investors/corporate-policies/.
During FY 2024-25, the Non- Executive Directors
of the Company had no pecuniary relationship
or transactions with the Company other than
sitting fees reimbursement of expenses and
commission, as applicable.

29. Transfer of Equity Shares, Unpaid/
Unclaimed Dividend to the IEPF

Pursuant to the Section 124 and applicable
provisions of the Act, read with the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules”), all the unpaid or unclaimed
dividends are required to be transferred to the
IEPF established by the Central Government,
upon completion of seven (7) years. Further,
according to the Investor Education & Protection
Fund ("IEPF”) Rules, the shares in respect of
which dividend has not been paid or claimed
by the Shareholders for seven (7) consecutive
years or more shall also be transferred to the
demat account created by the IEPF Authority.
Your Company does not have any unpaid or
unclaimed dividend or shares relating thereto
which is required to be transferred to the IEPF as
on the date of this Report.

30. Risk Management

At Route Mobile, we view effective risk
management as essential to our ability to create
long-term value and achieve sustainable growth.
Risk management is not a standalone function,
but an integral part of our strategy, culture,
and day-to-day operations. It helps us navigate
uncertainties, respond proactively to emerging
challenges, and make informed decisions in a
fast-evolving business environment.

We have implemented a robust, enterprise¬
wide Risk Management Framework aligned
with international standards. This framework
provides a structured and systematic approach

to the identification, analysis, evaluation,
treatment, monitoring, and review of risks across
the organisation. It encompasses a broad range
of risk categories including strategic, financial,
operational, compliance, representational, and
environmental, social, and governance (ESG)
risks. In accordance with Section 134(3)(n) of the
Act, the Board takes overall responsibility for the
oversight of the Company’s risk management
framework and ensures that appropriate
systems are in place to identify and manage
risks effectively.

The Risk Management Committee of the
Board, chaired by an Independent Director,
is responsible for reviewing and guiding the
implementation of the Risk Management
Framework and monitoring the effectiveness
of risk management practices. It conducts
regular reviews of key risks, mitigation plans,
and emerging issues to ensure alignment
with the Company’s strategic objectives. Risk
management initiatives are driven from the
top by the Risk Management Committee and
are cascaded across the organisation through
functional leadership. Functional heads play
an active role in implementing risk controls
and embedding risk awareness in day-to-day
decision-making within their respective areas.

For each key risk identified, appropriate response
strategies are developed and implemented to
ensure that risks are effectively mitigated or
managed. These strategies are integrated into
operational plans and are regularly reviewed
to reflect changes in the internal and external
business environment.

The Risk Management Framework is further
supported by internal audit mechanisms, which
provide independent assurance on the design
and effectiveness of risk controls. In addition,
Route Mobile promotes active communication
and consultation across all levels to ensure
early identification of risks and an informed,
collaborative approach to risk management.
Further details regarding the composition
of the Risk Management Committee and
meetings held during the financial year are
provided in the Corporate Governance section
of this Annual Report, in accordance with the
applicable provisions of the Act, and SEBI
Listing Regulations.

Risk management is an ongoing process
aimed at identifying, analysing, evaluating,
and addressing potential loss exposures.
This process includes monitoring risk control

measures and financial resources to mitigate
the adverse effects of loss, which can stem from
various sources:

• Financial Risks: Costs of claims and
liability judgements.

• Operational Risks: Labor strikes and other
operational disruptions.

• Perimeter Risks: External factors such as
weather or political changes.

• Strategic Risks: Management changes or
loss of reputation.

At its core, business and investing involve
allocating resources and capital to chosen risks.
In an environment of uncertainty, organisations
may take steps to avoid certain risks, pursue
high-reward risks, and measure and mitigate
their exposure as necessary. Effective risk
management processes and tools simplify
complex business and financial challenges in
uncertain conditions.

Global corporations closely monitor how
large companies manage and respond to risk
failures to avoid similar mistakes. They often
underestimate both the internal and external
costs of risk failures, including the significant
time managers need for damage control. As
corporate governance demands increase,
organisations must focus on their overarching
goal: creating optimal value for customers
and shareholders.

Ultimately, risk management in corporate
governance is about implementing principles
that guide companies toward strategic,
profitable risks while avoiding excessive
risk taking.

At Route Mobile, risk management initiatives are
driven from the top by the Risk Management
Committee and disseminated to each functional
head. These initiatives focus on critical areas such
as finance, internal financial control, system and
network security, and data privacy.

• System and Data Security: Quarterly
updates on system and data security
upgrades are provided to the Risk
Management Committee.

• Internal Audits: Regular security audits
including vulnerability and penetration
tests are executed by CERT-In empaneled
auditors. Additionally, regular third party
audits are also conducted by and for
BFSI customers.

• Compliance: The Board has entrusted each
functional head with ensuring compliance
with all relevant laws. Each functional
head submits a compliance certificate to
the Compliance Officer, who then present
these to the Board quarterly.

The Risk Management Policy is available on the
company''s website at https://routemobile.com/
investors/corporate-policies/.

31. Cyber Security/Information Security

Over the past year, we have focused on
continuously enhancing and strengthening our
cybersecurity systems. Leveraging both internal
resources and external partnerships, we have
aimed to maintain robust security measures and
improve our overall system performance.

The Company continues to face various
cybersecurity risks through both direct and
supply chain interactions. These risks include
intentional and hostile actions, accidental
breaches, and negligence. The primary
concern remains system intrusions leading to
data leakage. To address these risks, our Risk
Management Committee has deliberated on
several key areas:

• Enhanced Security Policies: We have
strengthened our security policies by
implementing mandatory measures such as
IP whitelisting, Two-Factor Authentication
(2FA), and Dark Web monitoring to
proactively track potential Indicators of
Compromise (IOCs).

• ISO 27001 Surveillance: Ongoing
surveillance and adherence to ISO 27001
standards remain a priority.

• Comprehensive Vulnerability Assessment
and Penetration Testing: Regular
Vulnerability Assessment and Penetration
Testing (VAPT) for RMLAPIs are conducted to
identify and rectify security gaps.

We continue to implement and enhance our role-
based access controls, ensuring that employees
have appropriate access levels according to their
roles and responsibilities. Additionally, we have
further streamlined our internal IT practices to
provide rapid support to internal teams, which is
critical for threat identification and response, as
well as overall business productivity.

Our commitment to cybersecurity includes
continuously evaluating the latest tools and
services to strengthen and expedite our

detection and response systems. This proactive
approach helps us stay ahead of emerging
threats and ensures that our cybersecurity
infrastructure remains robust and effective.

In line with evolving data privacy regulations, we
have updated our data processing agreements
to ensure compliance with major data privacy
laws globally. These updates cover GDPR, CCPA,
and other significant data privacy regulations,
ensuring that we meet the highest standards of
data protection and privacy.

We have taken a firm stance on our security
policies with both customers and partners,
ensuring that our security requirements are
clearly communicated and enforced. This
includes stringent measures for data handling,
access control, and compliance with our security
protocols to mitigate risks across the board.

We have launched several initiatives to enhance
cybersecurity awareness and training among
employees. These include regular training
sessions, phishing simulation exercises, and
updated protocols for handling sensitive
information. Our goal is to foster a culture of
security mindfulness across the organisation.

Looking ahead, we plan to further invest in
advanced cybersecurity technologies such
as AI-driven threat detection and response
systems. Additionally, we aim to enhance our
incident response capabilities and expand our
cybersecurity team to address the growing
complexity of cyber threats.

By maintaining a proactive and adaptive
cybersecurity strategy, we are committed
to safeguarding our Company’s assets and
ensuring the integrity of our operations.

32. Particulars of Loans, Guarantees or
Investments

Particulars of loans given, investments made
or guarantees given or security provided by
the Company as required under Section 186
of the Act and the SEBI Listing Regulations
are contained in the notes to the financial
statements of the Company.

33. Whistle-Blower Policy / Vigil Mechanism

The Company promotes ethical behavior in all
its business activities and has adopted a Policy
on Vigil Mechanism and Whistle Blower in
terms of Section 177(9) and Section 177(10) of
the Act and Regulation 22 of the SEBI Listing
Regulations for receiving and redressing

complaints from employees, directors and other
stakeholders to report concerns about unethical
behaviour, actual or suspected fraud.

This policy ensures the strict confidentiality of
whistleblowers while handling their concerns
and stipulates non-discriminatory treatment for
individuals raising genuine concerns. Moreover,
it includes a provision for direct access to the
Chairman of the Audit Committee in emergency
cases. The Whistleblower (Vigil Mechanism)
Policy is available on the Company''s website at
https://routemobile.com/investors/corporate-
policies/.

During the year under review, Nil complaint
pertaining to the Company were received under
the Whistle Blower mechanism.

34. Disclosure under The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal
of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed
thereunder. Internal Complaints Committee
(‘ICC’) is in place for all works and offices of
the Company to redress complaints received
regarding sexual harassment.

During the year under review, there were no
cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Furthermore, there was
no pending complaint/ case at the beginning
as well as ending of the financial year and no
complaints were pending for more than 90 days.

35. Secretarial Standards

The Company has in place proper systems
to ensure compliance with the provisions of
the applicable Secretarial Standards issued
by The Institute of Company Secretaries of
India and such systems are adequate and
operating effectively.

36. Corporate Social Responsibility

In accordance with the provisions of Section 135
of the Act and Rules framed thereunder, your
Company has adopted a policy for Corporate
Social Responsibility (CSR) and the Board has
constituted a Committee for implementing the
CSR activities. Composition of the Committee

and other details are provided in the Corporate
Governance Report.

Your Company has set up "Route Mobile
Foundation for Education and Sports” to
carry out its CSR efforts. The Foundation
focuses on improving the quality of life
and engaging communities through
health, education, livelihood, sports and
infrastructure development.

In the financial year 2024-25, the Company
has undertaken various CSR activities and the
projects undertaken by the Company are in
accordance with Schedule VII of the Act. The
report on CSR activities as required under the
Companies (Corporate Social Responsibility
Policy) Rules, 2014 is attached to this Report as
Annexure 4.

37. Other Disclosures

• There were no material changes and
commitments affecting the financial
position of the Company between the
end of the financial year and the date of
this report;

• Company has not issued equity shares with
differential rights as to dividend, voting
or otherwise;

• The Company has not issued any sweat
equity shares to its directors or employees;

• There was no revision in the
Financial Statements;

• There has been no change in the nature of
business carried out by the Company;

• The Company has not failed to implement
any corporate action during the year
under review;

• No application has been made under the
Insolvency and Bankruptcy Code; hence
the requirement to disclose the details
of application made or any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the
end of the financial year is not applicable;

• The requirement to disclose the details of
difference between amount of the valuation
done at the time of one-time settlement and
the valuation done while taking loan from
the Banks or Financial Institutions along
with the reasons thereof, is not applicable;

• The Company’s securities were not
suspended for trading during the year;

• The company complies with the provisions
of the Maternity Benefits Act, 1961;

• The disclosure pertaining to explanation for
any deviation or variation in connection with
certain terms of a public issue, rights issue,
preferential issue, etc. is not applicable to
the Company.

38. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board
of Directors, to the best of their knowledge and
ability, confirm that:

a. the applicable Accounting Standards
had been followed in the preparation of
the annual accounts along with proper
explanation relating to material departures;

b. such accounting policies have been
selected and applied consistently and such
judgements and estimates have been
made that are reasonable and prudent so
as to give a true and fair view of the state
of affairs of the Company at the end of
the financial year and of the profit of the
Company for that period;

c. proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions of
this Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d. t he annual accounts have been prepared
on a going concern basis;

e. the proper internal financial controls were
in place and that such internal financial
controls are adequate and were operating
effectively; and

f. the system to ensure compliance with the
provisions of all applicable laws were in
place and that such systems were adequate
and operating effectively.

Based on the framework of internal financial
controls and compliance systems established
and maintained by the Company, the work
performed by the internal, statutory and
secretarial auditors and external consultants,
including the audit of internal financial controls
over financial reporting by the statutory auditors
and the reviews performed by management
and the relevant board committees, including

our management. In addition, any statements
that refer to (1) our goals, commitments and
programmes; (2) our business plans, initiatives
and objectives; (3) our assumptions and
expectations; (4) the scope and impact of our
corporate responsibility risks and opportunities;
and (5) standards and expectations of
third parties are forward-looking. Readers
are cautioned that these forward-looking
statements are only predictions and are subject
to risks, uncertainties, and assumptions that are
difficult to predict. Forward-looking statements
speak only as of the date they are made, and we
do not undertake any obligation to update any
forward-looking statement.

47. Acknowledgements

Technology shifts, Regulatory scrutiny, concerns
around Data Privacy and Digital Security were
the theme of Fiscal year 2025 and thanks to
our resolve to constantly evolving to the new

the Audit Committee, the Board is of the opinion
that the Company’s internal financial controls
were adequate and effective during FY 2025.

39. Annual Return

Pursuant to the provisions of Section 134(3)
(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft of the
Annual Return of the Company for the financial
year March 31, 2025 is uploaded on the website
of the Company and can be accessed at https://
routemobile.com/compliance/2025/Annual-
Return-FY-2024-25.pdf

40. Significant and material orders passed
by the Regulators or Court

There are no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
Company’s operations in future.

41. Energy Conservation, Technology
Absorption and Foreign Exchange
Earnings and Outgo

Details of the energy conservation, technology
absorption and foreign exchange earnings and
outgo is attached to this report as Annexure 5.

42. Corporate Governance

Pursuant to the SEBI Listing Regulations, the
Report on Corporate Governance for the year
under review, is presented in a separate section,
forming part of this Annual Report. A certificate
from Dhrumil M Shah & Co. LLP, Practicing
Company Secretaries, confirming compliance of
conditions of Corporate Governance, as stipulated
under the SEBI Listing Regulations, also forms
part of the Corporate Governance Report.

43. Management Discussion and Analysis
Report

Pursuant to Regulation 34 of the SEBI Listing
Regulations the Management Discussion and
Analysis Report for the year under review, is
presented in a separate section, forming part
of the Annual Report. As required under the
provisions of the SEBI Listing Regulations, the
Audit Committee of the Company has reviewed
the management discussion and analysis report
of the Company for the financial year ended
March 31, 2025.

44. Business Responsibility and Sustainability
Reporting

In compliance with Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility
and Sustainability Report (“BRSR”) covering
disclosures on the Company’s performance on
Environment, Social and Governance parameters
for FY 2024-25 is attached to this Report as
Annexure 6.

45. Sustainability Report

Sustainability reporting helps organisations
demonstrate their commitment to responsible
business practices and contribute to a more
sustainable future. The Company’s inaugural
Sustainability Report published in FY 2024-25
outlined our efforts to reduce GHG emission and
extend benefits of corporate achievements to
the under privileged sections of our community.
In continuing this momentum, we enhanced
our reporting coverage to align with the Task
Force on Climate-related Financial Disclosures
(TCFD)—a global initiative established in
2015 by the Financial Stability Board (FSB) to
encourage transparency around climate-related
risks and opportunities in financial markets.
This year’s report, prepared in accordance with
the GRI Core Option, further identifies our
alignment with complementary UN Sustainable
Development Goals (SDGs) alongside the
TCFD framework. Through this comprehensive
approach, we aim to reinforce our commitment
and highlight our performance and risk
strategies regarding climate-related issues, seize
emerging opportunities, and support a more
sustainable and resilient financial system for our
investors. The Company’s Sustainability Report
is available on its website at https://routemobile.
com/compliance/2025/Sustainability-Report-
FY-2024-25.pdf

46. Cautionary Statement

This Board’s Report & our Sustainability Report
and including further the Management
Discussion and Analysis Report may contain
forward-looking statements under provisions
of applicable laws. All statements other than
statements of historical facts are statements
that could be deemed forward-looking
statements. These statements are based on
current expectations, estimates, forecasts, and
projections about the industries in which we
operate and the beliefs and assumptions of

world steered us to a wonderfully successful
year. On behalf of the Company, I take this
opportunity to place on record our gratitude to
all the shareholders for their continued support
& employees for their commitment towards the
Company. I also take this opportunity to express
our sincere thanks to the Government of India,
The Securities and Exchange Board of India
(SEBI), The Reserve Bank of India (RBI), BSE &
NSE, The Telecom Regulatory Authority of India
(TRAI), Central Board of Direct Taxes (CBDT),
Central Board of Indirect Taxes and Customs,
Government of India, our Bankers & Auditors,
and fellow members on the board for their
continued support.

For and on behalf of the Board of Directors

Mark James Reid

Place: Mumbai Chairman

Date: July 17, 2025 DIN: 10498698

---

Mar 31, 2024

Your Director are pleased to present the Twentieth Annual Report of Route Mobile Limited (‘Company’/‘RML/‘Route Mobile’) along with the audited financial statements (consolidated as well as standalone) for the financial year ended March 31, 2024. This Board’s Report is prepared based on the standalone financial statements of the Company for the year under review and also presents the key highlights of performance of subsidiaries, and their contribution to the overall performance of the Company during the year under review.

1. Corporate Overview

We are a leading CPaaS provider that caters to enterprises, over-the-top (OTT) players, and mobile network operators (MNO). Established in 2004, we are serving more than 40,000 customers worldwide. Our goal is to add value at multiple

touchpoints across the Omnichannel CXPaaS value chain while building on unique industry use cases for our clients. We are headquartered in Mumbai, India, and have operations in over 20 countries throughout Asia Pacific, the Middle East, Africa, Europe, and the Americas. The Company is listed on the Indian bourses BSE Limited ("BSE”) (BSE Scrip Code: 543228) & National Stock Exchange of India Limited ("NSE”) (NSE Symbol: ROUTE). The Company by close of this financial year ranks among the top 500 listed companies in India. (Rank 449 & 450 as on March 31, 2024. Source: NSE and BSE).

2. State of the Affairs of the Company

The performance of our omni- channel communication & other businesses are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

3. Financial Summary

Particulars	For the financial year ended March 31, 2024		For the financial year ended March 31, 2023
	Consolidated	Standalone	Consolidated	Standalone
Total Income	4063.77	767.51	3608.63	631.02
EBITDA (Non-GAAP)	494.93	70.41	456.56	49.33
Profit before Tax	455.08	155.82	381.50	109.83
(Current Tax)	76.65	28.88	60.53	22.47
Deferred Tax Charge/(Credit)	(10.41)	0.61	(12.14)	(2.47)
Profit for the Year	388.84	126.33	333.11	89.83
Total other Comprehensive Income (net of tax)	18.15	(0.28)	9.17	0.16
Total Comprehensive Income for the Year	406.99	126.05	342.28	89.99
Earnings per share (EPS)
Basic	59.95	20.19	52.29	14.36
Diluted	59.07	19.63	52.29	14.36

4. Business Overview, Company’s Performance and Note on Financial and Operations

RML offers a scalable and flexible Omnichannel CPaaS platform to enterprises across industry verticals, globally. Details of your Company’s annual financial performance, as published on the Company’s website and presented during the Analyst Meet after declaration of annual results, can be accessed at https://routemobile.com/wp-content/uploads/2024/05/Outcome-of-Board-

Meeting-May-06-2024.pdf With strong industry tailwinds, Global CPaaS market is expected to grow to $58bn in 2028, from $23bn in 2023. During the reporting period, the Company posted a consolidated revenue of '' 40,233mn, a 40% revenue CAGR FY 2021 - FY 2024. During the reporting period, Company’s total income on a consolidated basis increased by 12.61% and profit went up by 1673%. On a standalone basis, total income increased by 21.63% though through operational efficiencies, PAT went up by 40.63%.

We processed 126bn Billable transactions in FY 2023-''24 and our Net revenue retention in FY 2023-''24 was 106%

5. Key Service Milestones:

Maha Metro Pune: Route Mobile Limited in collaboration with a integration partner introduced a first of its kind ticket purchase experience through Rich Communication Services (RCS) Business Messaging for Maha Metro Pune. This innovative solution aims to simplify and enhance the process of purchasing metro tickets, offering commuters a seamless and efficient journey.

Users will have the convenience of purchasing Maha Metro Pune e-tickets directly via RCS Messages on android phones. To use this service, users will need to scan QR code and chat with the official RCS account of Maha Metro Pune, follow the simple instructions like selecting ‘from'' and ‘to'' stations, number of tickets and make the payment via their preferred payment method (UPI, Net banking, Credit or debit cards). Upon successful completion, the user will receive the tickets as an RCS message in the form of a QR Code, which they can present at the time of entering the station and complete their journey. This whole experience is native, without the need of downloading any new app and works within the Messages app.

Robi Axiata: Route Mobile Limited (“RMLj, one of the leading CPaaS (Communication Platform as a Service) providers to enterprises, over-the-top (“OTT”) players, and mobile network operators, through its subsidiary Route Mobile (Bangladesh) Limited (“RM Bangladesh”) has partnered with Robi Axiata Limited (“Robi”) in Bangladesh as a Technical enabler and Sales partner for RCS (Rich Communication Service) Business Messaging. Under this partnership, Route Mobile will provide complete managed services for RCS Business Messaging (“RBM”) to Robi. RM Bangladesh will onboard clients in Bangladesh and also provide 24*7 support to clients in addition to other technical and operational activities like maintaining API documentation, managing billing, invoicing, and reconciliations while covering the comprehensive process seamlessly. As a sales partner, RM Bangladesh will aid RBM sales in the Bangladesh market, which will benefit Robi''s 11 million RCS-enabled Android customer base.

Guj Info Petro Limited: Guj Info Petro Ltd (GIPL) partnered with Route Mobile Limited (Route

Mobile) to enable SSC (10^th grade) & HSC (12^th grade) examination results over WhatsApp. Now students can simply access their result by sending their exam seat number on the official WhatsApp number: 91 6357300971. This entire WhatsApp solution has been facilitated by Route Mobile''s CPaaS platform for WhatsApp Business Messaging. When the GSSC results were announced, over 3.5 million hits were registered on the official WhatsApp number in the first 3 hours. Guj Info Petro Limited, the official IT partner of the Gujarat Secondary and Higher Secondary Education Board & Route Mobile collaborated to revolutionize how students receive their SSC results. Route Mobile has enabled students to access their results on their personal WhatsApp numbers conveniently. All they need to do is send a message with their seat number to the WhatsApp number published by the Gujarat board, and the results will be shared immediately.

Vodafone Idea Limited: Route Mobile entered into an exclusive partnership with Vodafone Idea Limited (“VIL”) to deploy and implement its suite of end-to-end A2P monetization solutions, for all A2P SMS traffic on the VIL network (including erstwhile Vodafone and Idea networks). As part of this arrangement, Route Mobile will provide comprehensive A2P monetization solutions to VIL by deploying its Artificial Intelligence/ Machine Learning (AI/ML) driven analytical firewall solution, an SMS Hub on the VIL network, and aggregating international A2P SMS traffic on the VIL network. In addition to the firewall solutions, VIL will also leverage Route Mobile''s robust, scalable and reliable CPaaS platform, to effectively and efficiently process aggregated international A2P SMS traffic on its network. This end-to-end exclusive relationship will drive significant value for both partners.

Delhi Metro: Route Mobile successfully developed and deployed WhatsApp-based ticket booking system for Delhi Metro in collaboration with PeLocal Fintech Private Limited and Meta. 25 Lakh passengers using the Delhi Metro network can now enjoy the convenience of booking their tickets on WhatsApp by sending Hi to the number - 91 9650855800. This easy ticket booking interface eliminates offline booking challenges for Delhi Metro passengers, making it a seamless and hassle-free experience. With 10 color-coded lines serving 256 stations, this efficient system is a game-changer for commuters in the National Capital Region (NCR) of India.

6. Awards and Recognition

FY 2023-24 was yet another milestone year with many accolades bestowed on the Company. Your Company was conferred with awards at various prestigious industry platforms in the area of corporate management, marketing, digital engagement and corporate governance. Some of the awards received during the year are listed below:

March 20, 2024 MD & Group CEO Rajdipkumar Gupta aware Promising Business Leaders of Asia for 2023-''24							ded the Most Times Now
		tm	i		rajdipkumar GUPTA --- >%		1	If ysy rs
March 15, 2024 MD & Top 25	Group CEO Rajdipkum Most Influential Peopl ROCCO			ar Gupta has been featured in th e in the ROCCO 100 - 2024 report #lamROCCOIOO RAJDIP GUPTA GROUP CEO ROUTE MOBILE -					ROCCO Research endorses . prominent members of the industry for their contribution to the telecom industry Miob ^^2024 S»- GENESIS
February 01, MD & Group CEO, Rajdipkumar Gupta awarded the Trailblazer Corporate Leadership 2024 CEO award at the Corporate Leadership Awards 2024. Awards 2024 January 25, 2024 Awarded ‘Best Mobile Authentication Solution - Platinum Juniper Research. Winner’ by Juniper Research.

January 12, 2024 MD & Group CEO, Rajdipkumar Gupta and Chairman & Director, Hurun India Sandipkumar Gupta have been awarded ‘Bootstrapped Entrepreneurs of the Year 2023
	i < ¦ v 1 •* FB ¦ l
December 09, MD & Group CEO, Rajdipkumar Gupta, and Chairman & Director, IDFC FIRST Bank & Hurun 2023 Sandipkumar Gupta have been featured among ‘Top 200 Self- India made Entrepreneurs of the Millenia 2023''.
	m 4	H HURUN India’s Top 200 Self-made Entrepreneurs of the Millenia 2023 Rajdip Gupta	•. j ui-hu-n \ India’s Top 200 ¦¦ Se,^''ma Entrepreneurs ''1 of 1 ¦ I''ll or in 2073 Sandip Gupta
December 08, Awarded ‘Enterprise MarTech Vendor of the Year 2023'' by e4m. Exchange4Media 2023
		Route Mobile Ltd awarded as ‘Enterprise MarTech Vendor of the Year 2023’ by e4m
October 9, 2023 Featured as a Key Vendor in 4 Gartner Hype Cycle Reports 2023 Gartner Hype Cycle Research
		Featured es a Key Vendor in 4 i J Gartner Hype jf Cycle Reports 2023

October 9, 2023 Featured as a Major Pr 2023	Featured as a Major Provider in g Gwtne g Gartner CPaaS 8, <££U § Magic Quadrant i tdc 2023 * * *		Quadrant Gartner Magic Quadrant provides a comprehensive view of the relative positioning of the providers based on rigorous, fact-based research
August 19, 2023 Awarded Best Govern Business Awards 2023	p| FiillLV Awarded Best Governance In 1N t Mega Categoiy i ^ i rid ia Family BUilrttii Awards Z023 Yinui IHlml -i.- .i 1*4*1	India Family India Family Business Awards 2023 (“Corporate Governance”)
April 03,2023 Recognized as a Tier 1 vendor in ROCCO''s A2P Market Impact ROCCO Research endorses Report 2023 for MNOs & Enterprise categories. prominent members of the industry for their contribution to the telecom industry
	Ranked Tier 1 Vendors In A2P *¦ Messaging -nun** 1 MaiKet impact . IEH.1H Report by R«e» in jnu" Enterprise and MNO categories	2
April 03,2023 ESG Warrior-2023 pub	lication dun §} bradstreet		Dun & Bradstreet India in its publication “ESG Champions of India” 2023
January 30, 2024 Awarded In-House Co Technology category	T 1 T T in-house r“C 1 1 counsel 1 1 3 \ 1 I awards Team Awards		elecom & India Business Law Journal-LAW.com

6. Share Capital

Company’s issued and paid-up equity share capital at the beginning of the year i.e. April 1,

2023 was '' 62,44,32,170/- (6,24,43,217 shares of '' 10 each fully paid-up).

During the year, the Company issued and allotted 1,77,815 equity shares and 1,67,500 equity shares of '' 10/- each, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the Route Mobile Employee Stock Option Plan 2017 on August 31, 2023 and February 16,

2024 respectively.

Company’s issued and paid-up equity share capital as on March 31, 2024 is '' 62,78,85,320 (6,27,88,532 shares of '' 10 each fully paid-up).

7. Details of utilization of funds & Statement of deviation(s) or variation(s)

Pursuant to Regulation 32 (1) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated September 14, 2020, in respect of the Initial Public Offering of the Company. Your Company has appointed Axis Bank Limited as Monitoring Agency in terms of regulation 41(2) of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilizations of IPO proceeds. The monitoring agency reports are filed with BSE & NSE where equity shares of the Company are listed as mandated under Regulation 32 (6) of the Listing Regulations every quarter. The Monitoring Agency Reports are available under Investors section on our website at https://routemobile.com/investors/.

Further, in respect of company’s maiden qualified institutions placement (QIP) on November 12, 2021, and pursuant to Regulation 32 (1) of the Listing Regulations, there was no deviation/variation in the utilization of proceeds as mentioned in explanatory statement to the notice for the general meeting, in which approval for the QIP was accorded by the shareholders.

The NIL deviation reports, in respect of the IPO and QIP has been filed by the Company on a quarterly basis, with BSE & NSE where equity shares of the Company are listed.

8. Listing Fees

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

9. Dividend

Your Directors have recommended a final dividend of '' 2/- (rupees two) per equity share of '' 10/- (rupees ten) each (20%) for the financial year ended March 31, 2024. The total dividend for the financial year ended March 31, 2024, aggregates to '' 11/- (rupees eleven only) per equity share of the face value of '' 10/- (Rupees ten) each, including the interim dividend of '' 3/-(rupees three), per equity share as approved by the Board of Directors at their meeting held on July 28, 2023, October 27, 2023 and January 23, 2024 respectively, which was paid thereafter. The dividend recommended is in line with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company’s website at https://routemobile.com/investors/corporate-policies/.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) on dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961. For more details in this regard, please refer to the ‘Notes’ section of the Notice to the Annual General Meeting (“AGM”).

10. Transfer to Reserves

The closing balance of the retained earnings (excl. securities premium) of the Company for FY 2024, after all appropriation and adjustments was '' 121.93 crore.

11. Deposits

The Company has not accepted any deposits during the FY 2023-’24, and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

12. Highlights of Performance of Subsidiary Companies

Your Company along with its subsidiaries provide a wide range of cloud communication platform services to enterprises, over-the-top (“OTT”) players and detection and traffic analytics, monitoring traffic and administration of SMS Firewall and a comprehensive 24/7 Managed Service and customer support solutions, back office & consultancy services.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts (as per local law requirement) of each of its subsidiaries, are available on our website at www.routemobile.com. A short description of business and performance of major subsidiaries are provided below:

Route Mobile (UK) Limited (‘RML UK’): RML UK

is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging. The Standalone Gross Revenue of RML UK for FY 2023-''24 stood at GBP 183,383,463 (Previous Year: GBP 189,232,860) and the Profit after Tax stood at GBP 9,040,549 (Previous Year: GBP 6,307,665).

Routesms Solutions FZE (‘Routesms FZE’):

Routesms FZE is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging and voice solutions. The Revenue of the company for FY 2024 stood at AED 165,841,210 (Previous Year: AED 171,596,662). Routesms FZE earned net profit for the year AED 52,855,232 (Previous Year: AED 59,515,279).

Masivian S.A.S. (‘Masivian’): Masivian is a leading cloud communications platform service provider in Latin America, with leadership position in Colombia and Peru, as well as a presence in several countries in the region. Masivian''s differentiated and well-adapted cloud communication platform, security & data analytics offer a comprehensive suite of communications, marketing, and unique AI-powered products for enterprises. Masivian offers multichannel notification services through SMS, Email, as well as Voice, serving marquee clients across Colombia & Peru. For the Year ended March 31, 2024 Masivian clocked Consolidated Revenue of COP 120,603,837,915 (Previous Year: Revenue of COP 115,691,193,187) and Profit after tax of COP 10,307,606,404 (Previous Year: Profit after tax COP 18,234,354,033).

365squared Ltd. (‘365squared’): 365squared is engaged in the business of inter alia providing technology services for mobile communications with a focus on SMS filtering, analytics and monetisation. 365analytics is a real time detection and traffic analytics software with an intelligence that is updated constantly based on our global intelligence. The Revenue of 365squared for FY 2023-''24 stood at EURO 8,557,662 (Previous Year: EURO 6,727,544). 365squared earned a Profit after tax of EURO 482,615 (Previous Year: EURO 830,402).

M.R Messaging FZE (“MRM”): MRM is involved in the business of CPaaS (Communication Platform as a Service) solutions including A2P messaging, number lookup and 2-way messaging, offered to enterprises as well as aggregators, using its technology platform. Audited Revenue of the Consolidated MRM for the financial year ended March 31, 2024 was AED 315,220,156 (Previous Year: AED 362,988,996) and Profit after tax for the period was AED 26,499,722 (Previous Year: AED 36,372,690)

Route Mobile Communication Services Company (fka “Interteleco International for Modern Communication Services”) (“RMC”): RMC is engaged in the business of communication services (viz. messaging solutions / SMS business) in Kuwait. For the year ended March 31, 2024, RMC generated a revenue of KWD 2,999,277 (Previous Year: KWD 1,772,441) with a profit of KWD 567,549 (Previous Year: KWD 263,761)

Updates on the SPA entered by the Promoters and members of the Promoter Group of the Company with Proximus Opal S.A./N.V.: During the year, Promoters and members of the Promoter Group (collectively referred to as the “Sellers”) of Route Mobile Limited (“Company”) had entered into a Share Purchase Agreement dated July 17, 2023 (the “Share Purchase Agreement” or “SPA”) with Proximus Opal S.A./ NV. (“Acquirer”/“Opal”) and Proximus S.A. (“Proximus”), pursuant to which the Sellers propose to sell their entire shareholding in the Company (i.e. 3,64,14,286 equity shares representing 57.56% of the Expanded Voting Share Capital) (“Sale Shares”) to the Acquirer. The consummation of the SPA would result in the Acquirer acquiring control over the Company. (“Proposed Transaction”). The Proposed Transaction attracted an obligation on the Acquirer to make an open offer as required under Regulation 3(1) and 4 of the Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations”).

Proximus is a provider of digital services and communication solutions operating in Belgium and international markets. The Proximus Group offers its products and services under the brands Proximus, Scarlet and Mobile Vikings. Proximus is listed on the Euronext Brussels stock exchange and major economic player in Belgium. It owns international frontrunners in digital identity APIs and communication platforms through BICS and Telesign and engaged in offerings like reliable and secure communications experiences. BICS is active in digital communications, cloud communication services, mobility and loT for telecom players, Virtual Network Operators, service providers, enterprise software providers and global enterprises. It is a subsidiary of Proximus Group. Telesign is a company based in Marina Del Rey California, United States providing digital identity and programmable communications APIs to prevent fraud and enable omnichannel engagement; Telesign is a subsidiary of Opal.

Pursuant to the mandatory open offer, the Company had constituted the Independent Directors Committee ("IDC") on July 28, 2024, in accordance with Regulation 26(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"). The Committee consisted of all independent directors of the company. The Committee engaged M/s Akasam Consulting Private Limited, a Category I Merchant Banker, for review & opinion. Basis the opinion & independent review, IDC concluded that the offer price complied with the Takeover Regulations and recommended the open offer to the shareholders for their consideration.

Accordingly, further to the above, the mandatory open offer (‘MTO’) started on March 27, 2024 and closed on April 12, 2024; in relation to the Open Offer: (i) 15,768,803 Equity Shares were tendered by the Public Shareholders with the Registrar to the Open Offer. The Equity Shares "validly tendered” in the Open Offer were accepted in accordance with the SEBI (SAST) Regulations and the Letter of Offer dated March 15, 2024 ("LoF”). The payment for the 1,57,68,803 Equity Shares tendered by the Public Shareholders in the Open Offer and accepted post verification were made by the Acquirer on April 24, 2024.

In addition, Opal had also entered into a share sale agreement dated July 17, 2023 ("Share

Sale Agreement”) with Clear Bridge Ventures LLP, an affiliate of the Sellers (referred to as the "Sellers’ Affiliate”). Pursuant to the Share Sale Agreement, the Sellers’ Affiliate intends to make a minority investment in the Acquirer (Opal) and acquire 94,10,742 equity shares of the Acquirer from Proximus (representing up to a maximum of 14.5% of the share capital of the Acquirer) subject to satisfaction of the identified conditions precedent set out therein.

Mr. Rajdipkumar Gupta (Managing Director & Group CEO of Route Mobile) will also act as the Lead of the CPaaS activities of the Group. Post consummation of the transaction, the cumulative strength of Route Mobile to pursue growth momentum is expected to receive a huge fillip, with the the new synergy, and combination of Proximus, BICS, Route Mobile and Telesign (together referred as ‘Group’) with the objective of increased combined revenue for CPaaS and digital identity (DI) products through footprint expansion and cross-sell opportunities, savings of operating expenses ("OPEX”) from consolidation of CPaaS platform, OPEX synergies due to scale benefits and improving Group’s cost.

13. Consolidated Financial Statements

The Consolidated financial statements of the Company and its subsidiaries for FY 2023-’24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon forms part of this Annual Report. Further, pursuant to Section 129(3) of the Act, the report on the performance and financial position of the subsidiaries and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this report (Annexure 1).

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate (as per local law requirement) in respect of subsidiaries, are available on the Company’s website on https:// www.routemobile.com/investors. Any Member desirous of inspecting or obtaining copies of the said Financial Statements may write to the Company Secretary at investors@routemobile. com.

The names of the Companies that have become or ceased to be subsidiaries, joint ventures and associates during the year are disclosed in the annexure to this report (Annexure 2).

14. Insurance

All the properties and operations of the Company, to the best judgement have been adequately insured. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, we have also procured a directors’ and officers’ liability insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

15. Employee Stock Option Plan

The Company has two Employee Stock Option Plans (“RML ESOP Plans") as at March 31, 2024 viz. Route Mobile Limited Employee Stock Option Plan 2017 (“RML ESOP 2017") and Route Mobile Limited - Employee Stock Option Plan, 2021 (“RML ESOP 2021") (together referred as ‘Schemes’). The Schemes are administered by the Route Mobile Employee Welfare Trust. There are no changes made to the above Schemes and these Schemes are in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014] as replaced by Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021]. During FY 2023-’24, no employee was issued stock options equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

In respect of RML ESOP 2017, 21,08,295 Options have been exercised and 1,47,685 Options remain unexercised as on March 31, 2024. 4,63,655 Options have lapsed or were cancelled due to cessation of employment.

The Company had launched RML ESOP 2021 in 2021 post its IPO & listing in 2020. In terms of RML ESOP 2021, not exceeding 28,00,000 Options were available for offer and grant by the Company to the eligible employees of the Company and that of its subsidiary companies. Under RML ESOP 2021, 741,220 Options have been granted till date though no Options were granted during the year i.e., FY 2023-’24. In respect of RML ESOP 2021, no Options have been exercised till date and 1,49,610 Options remain unexercised as on March 31, 2024.

4,61,000 Options have lapsed or cancelled due to cessation of employment.

In compliance with the Regulation 13 of the SEBI (SBEBSE) Regulations, 2021, certificate(s) from the secretarial auditor, confirming implementation of RML ESOP 2017 & RML ESOP 2021 in accordance with the said regulation and in accordance with the resolution of the Company in the general meeting, will be available electronically for inspection by the Members during the annual general meeting of the Company.

The requisite disclosures under Regulation 14 of the SEBI (SBEBSE) Regulations, 2021 is uploaded on the Company’s website under Investors section and the same can be accessed at https://routemobile.com/compliance/2024/ Information-underSEBI-SBEBSE-2023-24.pdf

16. Directors and Key Managerial Personnel

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every Annual General Meeting (‘AGM’). Hence, in terms of Section 152 of the Companies Act, 2013 (the “Act") and the Articles of Association of the Company, Mr. Rajdipkumar Gupta, Managing Director & Group CEO of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment. A brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulation, is forming part of the Notice of the ensuing AGM.

Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year:

Mrs. Sudha Navandar, Mr. Arun Gupta, Mr. Bhaskar Pramanik, and Mr. Nimesh Salot are the independent Directors of the Company. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including

proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company; there has been no change in the KMPs of the Company during the year:

Mr. Rajdipkumar Gupta, Managing Director & Group CEO.

Mr. Suresh Jankar, Chief Financial Officer.

Mr. Rathindra Das, Group Head-Legal, Company Secretary & Compliance Officer.

17. Remuneration policy

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel; the policy also lays down the parameters for selection of candidates for appointment to the said positions, which has been approved by the Board. The policy on remuneration of Directors, Key Managerial Personnel is provided in the Corporate Governance section which forms part of this Report and is also available on the website of the Company and can be accessed at https:// routemobile.com/investors/ and attached as Appendix 1.

18. Declarations by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code

of Conduct of Board of Directors and Senior Management Personnel.

19. Board, Meetings of the Board and Board Committees

The Board currently has Five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, and the Risk Management Committee. Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and business affairs.

During the year under review, the Board met Nine (09) times to transact various affairs of the Company. A detailed update on the Board, its composition, including synopsis of terms of reference of various Board Committees, number of Board and Committee meetings held during FY 2023-’24 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

20. Human Capital

At Route Mobile Limited, we recognize that our most valuable asset is our people. Our commitment to nurturing human capital extends beyond mere employment; it’s about empowering individuals to realize their full potential, driving innovation, and fostering sustainable growth. In this year’s annual report, we highlight our dedication to investing in human capital and the transformative impact it has on our organization and the communities we serve.

Strategic Investment in Talent: We believe in attracting, retaining, and developing top talent. Through strategic recruitment efforts, comprehensive training programs, and ongoing professional development opportunities, we ensure that our workforce remains skilled, adaptable, and equipped to meet the evolving needs of our industry. Our investment in talent not only strengthens our competitive advantage but also cultivates a culture of excellence and innovation.

Promoting Diversity and Inclusion: Diversity is not just a buzzword; it’s a fundamental aspect of our success. We are committed to fostering a workplace where every individual feels valued, respected, and empowered to contribute their unique perspectives and

talents. By promoting diversity and inclusion at all levels of our organization, we not only enrich our work environment but also drive creativity, collaboration, and better decision-making. Our diverse set of people work from over 21 countries collectively ensuring success in whatever we do. Our people talk and walk one Route Culture.

Empowering Employee Well-being: We recognize that our employees are more than just workers; they are individuals with lives outside of the workplace. That’s why we prioritize their health, safety, and well-being. From healthcare benefit to flexible work arrangements, we strive to create a supportive environment where employees can thrive both personally and professionally.

Conclusion: At Route Mobile Limited, we understand that investing in human capital isn’t just the right thing to do; it’s also the smart thing to do. By empowering our people, promoting diversity and inclusion, prioritizing employee well-being, fostering continuous learning, and engaging with our communities, we lay the foundation for sustainable growth, innovation, and success. As we look to the future, we remain committed to unlocking the full potential of our human capital and driving positive change in the world. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report (Annexure 3).

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. However, in terms of first proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. If any Member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

21. Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality,

superior service management, robust information security practices and mature business continuity management. Our quality management system certified by KVQA Certification Services Private Limited complies with ISO 9001:2015 while our information security management system is certified by KVQA Certification Services Private Limited as ISO/IEC 27001:2013 compliant. We have also achieved the Capability Maturity Model Integration (CMMI) Level 5 Certification through GAAFS and QCAS Certifications Inc.

22. Board Diversity and Policy on Director''s Appointment and Remuneration

The responsibilities of the board of directors have been on the corporate agenda for years. Acting as the agents of shareholders, directors are expected collectively to devise operational and financial strategies for the organisation and to monitor the effectiveness of the company’s practices. Directors are responsible, for devising strategies through critical analysis and effective problem solving. One of the pitfalls behind the decision-making process in the boardroom is ‘groupthink’, which is described as a psychological behavior of minimizing conflicts and reaching a consensus decision without critically evaluating alternative ideas in a cohesive in-group environment. Diversity in boardrooms creates an impact outside the boardroom, too. It can attract more top talent and create greater employee satisfaction. The labor market increasingly evaluates companies on whether they maintain an inclusive and diverse environment. Companies that excel in this area, particularly in the boardroom, achieve a competitive advantage by winning the war for talent. Your Company has been mindful of this and have always strived for relevant diversity in the Board representing a healthy mix of gender & experience. The policy on ‘Nomination and Remuneration’ and ‘Board Diversity’ adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / reappointment as a Director or as KMP, with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin. The Board Diversity policy is available on the Company’s website at https://routemobile. com/investors_.

23. Board Evaluation

Investors, regulators and other stakeholders are seeking greater board effectiveness and accountability and are increasingly interested in board evaluation processes and results. Boards are also seeking to enhance their own effectiveness and to more clearly address stakeholder interest by enhancing their board evaluation processes and disclosures. Prior to designing and implementing an evaluation process, boards had determined the substantive and specific goals and objectives they want to achieve through evaluation. A note on the Board evaluation process as well as familiarisation programme undertaken by the Company for evaluation, orientation and training of the Directors in compliance with the provisions of the Companies Act, 2013 and the Listing Regulation is provided in the Report on Corporate Governance, which forms part of this Report.

24. Remuneration to Managing Director / Whole- Time Director from Holding or Subsidiary Companies

In terms of Section 197 (14) of the Companies Act, 2013, remuneration paid to our Managing Director from subsidiary company viz. Route Mobile (UK) Limited was GBP 48,000.

25. Auditors & Audit Reports

• The Company has received the Practicing Company Secretary’s certificate on corporate governance for FY 2023-’24. The certificate does not contain any qualification, reservation or adverse remark.

• The Secretarial Audit Report for FY 2023’24 does not contain any qualification, reservation or adverse remark.

• The Statutory Auditors’ Report for FY 2023’24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• Cost Records and Cost Audit: Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

26. Statutory Auditors

Walker Chandiok & Co LLP (“WCC”) has audited the books of account of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors’ Report thereon. The Auditors’ Report for FY 2023-’24 does not contain any qualification, reservations, or adverse remark. The said report for the financial year ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Statement of Audit Qualification:

No audit qualification was provided by the statutory auditor for the FY 2023-’24. They have issued an unmodified opinion for both the standalone and consolidated results.

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

27. Internal Financial Controls, their adequacy and Internal Auditors

Internal Control are often an area of focus for investors, creditors, shareholders and Board members, among other stakeholders, when ensuring that the organisation provides accurate financial reporting which shows its state of operations in today’s constantly changing business environment. At Route Mobile, Internal financial controls are the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the records. Section 134(5)(e) of the Companies Act, 2013 requires, the Board of every listed Company to lay down Internal Financial Control Policy to be followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and

timely preparation of reliable financial information. As per section 177 (4) (vii) of the Companies Act, 2013, the Audit Committee require to evaluate the Internal Financial Control of the Company. At Route Mobile, IFC has been designed to mitigate Operational risks, including segregation of duties, checks and balances, protection of company’s funds, operating systems, management information systems, management reporting, front and back office operations, contingency planning and disaster recovery.

Walker Chandiok & Co LLP, the statutory auditors of RML have audited the financial statements included in this annual report and have issued an attestation report on the company’s internal control over financial reporting (as defined in Section 143 of Companies Act, 2013). RML has appointed M/s Pipalia Singhal & Associates to carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors. RML also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. Based on its evaluation (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation), Route Mobile Limited’s audit committee has concluded that, as of March 31, 2024, the company’s internal financial controls were adequate and operating effectively.

28. Particulars of contracts or arrangements with Related Parties

All contracts/arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. The Company has put in place a mechanism for certifying the related party transactions statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant firm (confirming ordinary course of business and arm’s length basis). Further, all related party transactions were undertaken with approval of the Audit Committee. Disclosure of Transactions, (None for FY 2023-’24), with Related Parties referred to in Section 188(1), as prescribed in AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 4.

Details of other related party transactions have been included in Note no. 37 to the standalone financial statements. There are no materially

significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company, except as disclosed in the financial statements.

The Policy on the Related Party Transactions is available on the Company’s website at https://routemobile.com/investors/corporate-policies/ During FY 2023-’24, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

29. Transfer of Equity Shares, Unpaid/ Unclaimed Dividend to the IEPF

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund ("IEPF”) Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

30. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries to conduct secretarial audit for the FY 2023-’24. The Report of the Secretarial Auditor is annexed to this report (Annexure 5). The report of the Secretarial Auditor for the FY 2023-’24 does not contain any qualification, reservation or adverse remark. The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co. LLP, Practicing Company Secretaries, (CP 8978; FCS 8021) to conduct the secretarial audit for

the FY 2024-’25. They have confirmed their eligibility for the appointment.

Statement of Audit Qualification:

No audit qualification was provided by the secretarial auditor for the FY 2023-’24.

31. Risk Management

Risk management is an ongoing process aimed at identifying, analyzing, evaluating, and addressing potential loss exposures. This process includes monitoring risk control measures and financial resources to mitigate the adverse effects of loss, which can stem from various sources:

• Financial Risks: Costs of claims and liability judgments.

• Operational Risks: Labor strikes and other operational disruptions.

• Perimeter Risks: External factors such as weather or political changes.

• Strategic Risks: Management changes or loss of reputation.

At its core, business and investing involve allocating resources and capital to chosen risks. In an environment of uncertainty, organizations may take steps to avoid certain risks, pursue high-reward risks, and measure and mitigate their exposure as necessary. Effective risk management processes and tools simplify complex business and financial challenges in uncertain conditions.

Global corporations closely monitor how large companies manage and respond to risk failures to avoid similar mistakes. They often underestimate both the internal and external costs of risk failures, including the significant time managers need for damage control. As corporate governance demands increase, organizations must focus on their overarching goal: creating optimal value for customers and shareholders.

Ultimately, risk management in corporate governance is about implementing principles that guide companies toward strategic, profitable risks while avoiding excessive risktaking.

At Route Mobile, risk management initiatives are driven from the top by the Risk Management Committee and disseminated to each functional head. These initiatives focus on critical areas such

as finance, internal financial control, system and network security, and data privacy.

• System and Data Security: Yearly updates on system and data security upgrades are provided to the Risk Management Committee.

• Internal Audits: Regular security audits including vulnerability and penetration tests are executed by CERT-In empaneled auditors. Additionally, regular third party audits are also conducted by and for BFSI customers

• Compliance: The Board has entrusted each functional head with ensuring compliance with all relevant laws. Each functional head submits a compliance certificate to the Compliance Officer, who then presents these to the Board quarterly.

Our Risk Management Policy is available on the website of the Company at https://routemobile. com/wp-content/uploads/2021/09/Risk-Management-Policy.pdf

Cyber Security

Over the past year, we have focused on continuously enhancing and strengthening our cybersecurity systems. Leveraging both internal resources and external partnerships, we have aimed to maintain robust security measures and improve our overall system performance.

The Company continues to face various cybersecurity risks through both direct and supply chain interactions. These risks include intentional and hostile actions, accidental breaches, and negligence. The primary concern remains system intrusions leading to data leakage. To address these risks, our Risk Management Committee has deliberated on several key areas:

• Enhanced Security Policies: We have strengthened our security policies by implementing mandatory measures such as IP whitelisting, Two-Factor Authentication (2FA), and Dark Web monitoring to proactively track potential Indicators of Compromise (IOCs).

• ISO 27001 Surveillance: Ongoing surveillance and adherence to ISO 27001 standards remain a priority.

• Comprehensive VAPT: Regular

Vulnerability Assessment and Penetration

Testing (VAPT) for RMLAPIs are conducted to identify and rectify security gaps.

We continue to implement and enhance our role-based access controls, ensuring that employees have appropriate access levels according to their roles and responsibilities. Additionally, we have further streamlined our internal IT practices to provide rapid support to internal teams, which is critical for threat identification and response, as well as overall business productivity.

Our commitment to cybersecurity includes continuously evaluating the latest tools and services to strengthen and expedite our detection and response systems. This proactive approach helps us stay ahead of emerging threats and ensures that our cybersecurity infrastructure remains robust and effective.

In line with evolving data privacy regulations, we have updated our data processing agreements to ensure compliance with major data privacy laws globally. These updates cover GDPR, CCPA, and other significant data privacy regulations, ensuring that we meet the highest standards of data protection and privacy.

We have taken a firm stance on our security policies with both customers and partners, ensuring that our security requirements are clearly communicated and enforced. This includes stringent measures for data handling, access control, and compliance with our security protocols to mitigate risks across the board.

We have launched several initiatives to enhance cybersecurity awareness and training among employees. These include regular training sessions, phishing simulation exercises, and updated protocols for handling sensitive information. Our goal is to foster a culture of security mindfulness across the organization.

Looking ahead, we plan to further invest in advanced cybersecurity technologies such as AI-driven threat detection and response systems. Additionally, we aim to enhance our incident response capabilities and expand our cybersecurity team to address the growing complexity of cyber threats.

By maintaining a proactive and adaptive cybersecurity strategy, we are committed to safeguarding our Company’s assets and ensuring the integrity of our operations.

32. Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

33. Whistle-Blower Policy: Vigil mechanism

Whistleblowing in the workplace has become an essential topic for companies. Directives issued under the Companies Act, 2013 and SEBI through Listing Regulations, have made it mandatory for organisations to introduce reporting channels and protective measures for people speaking up. As corporate compliance standards become stricter and the legal landscape grows more complex, this what businesses need to keep in mind when it comes to whistleblowing. Workplace whistleblowing occurs when an individual reports wrongdoing in an organisation, such as financial misconduct, exploitation or discrimination. This person is often an employee but can also be a third-party such as a supplier or customer. Whistleblowers provide an important service to both their organisation and wider society. If matters can be resolved internally before becoming public organisations can avoid reputational damage and fines that can prove substantial. It is mandated by Section 177 of the Companies Act, 2013 and further Regulation 22 of the Listing Regulation, that every listed Company establishes a surveillance mechanism for directors and employees to report any frauds or misappropriations. It is affirmed that no person has been denied access to the Audit Committee. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle-Blower policy is available on the website of the Company at https:// routemobile.com/investors/ The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc.

34. Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Important gains have been made in the recent decades in the participation of women in workforce in India. More women than ever are

also joining the faculty ranks in these fields and moving into leadership positions in corporate sector. There has been parallel growth in women’s participation in business, government, and the nonprofit sectors as well. While progress is slow, the reduction in the "gender gap” is encouraging. However, more rapid and sustained progress in closing the gender gap, is jeopardized by the persistence of sexual harassment and its adverse impact on women’s careers. To tolerate such conduct would be tantamount to a failure to respect the dignity and freedom to which every human being is entitled. All those who believe that this right to dignity is a universal fundamental value cannot accept the idea that the Community remains silent and inactive on this issue. In the wake of this, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ("POSH") came into force in India. POSH is a comprehensive legislation that was passed in light of Vishaka Guidelines. It is an in-depth version of the Vishaka Guidelines with widened scope, ambit and redressal mechanisms. The Company has zero tolerance towards sexual harassment at the workplace and has implemented a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’). Under the said Act, Internal Complaints Committee has also been constituted.

During the year under review, the Company did not receive any complaint of sexual harassment.

35. Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

36. Corporate Social Responsibility

India is the first country in the world to make corporate social responsibility (CSR) mandatory, following an amendment to the Companies Act, 2013 in April 2014. Businesses can invest their profits in areas such as education, poverty, gender equality, and hunger as part of any CSR compliance. Corporate Social responsibility (CSR) is our continuing commitment to integrate social and environmental concerns in our business operations. Changes in the

global environment increasingly challenge business around the world to look beyond financial performance, and to integrate social and environmental concerns into their strategic management. Your Company has set up "Route Mobile Foundation for Education and Sports” to carry out its CSR efforts. The Foundation focuses on improving the quality of life and engaging communities through health, education, livelihood, sports and infrastructure development. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company https:// routemobile.com/investors/corporate-policies.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act,

2013 (‘Act’) and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules,

2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, effective September 20, 2022 (hereinafter "CSR Rules”), is annexed to this report (Annexure 6).

37. Other Disclosures

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees;

• There was no revision in the Financial Statements.

• None of the Directors or KMPs of the Company have resigned during the reporting period FY 2023-’24;

• There has been no change in the nature of business carried out by the Company;

• The Company has not failed to implement any corporate action during the year under review;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• The Company’s securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

38. Directors'' Responsibility Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Accordingly, pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

39. Annual Return

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2024 is uploaded on the website of the Company and can be accessed at http://www.routemobile.com/compliance/2024/ Annual-Return-FY-2023-24.pdf

40. Significant and material orders passed by the Regulators or Court

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

41. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure 7.

42. Corporate Governance

Pursuant to the Listing Regulations, the Report on Corporate Governance for the year under review, is presented in a separate section, forming part of this Annual Report. A certificate from M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, also forms part of the Corporate Governance Report.

43. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. As required under the provisions of the Listing Regulations, the audit Committee of the Company has reviewed the management discussion and analysis report of the Company for the year ended March 31, 2024.

44. Business Responsibility and Sustainability Reporting

SEBI vide Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 had prescribed the Business Responsibility and Sustainability Report (BRSR) which was subsequently incorporated in the Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120

dated July 11, 2023 and later amended on July12, 2023 in the Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 (“BRSR-2023”).

Based on the recommendations of the ESG Advisory Committee and pursuant to public consultation, SEBI decided to introduce the BRSR Core for assurance by listed entities. SEBI further decided to introduce disclosures and assurance for the value chain of listed entities, as per the BRSR Core. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes. Keeping in view the relevance to the Indian / Emerging market context, few new KPIs have been identified for assurance such as job creation in small towns, openness of business, gross wages paid to women etc. Further, for better global comparability intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included. From FY 2023-’24, the top 1000 listed entities (by market capitalization) shall make disclosures as per the updated BRSR format, as part of their Annual Reports. As per BRSR-2023, top 500 Listed entities shall mandatorily undertake reasonable assurance of the BRSR Core from FY 2025-’26 onwards. The Company’s BRSR is complaint with the aforesaid Circular and has been appended herewith as Annexure 8. The Company shall also procure relevant assurance per SEBI’s directive when the same is applicable.

45. Sustainability Report

Sustainability reporting helps organizations demonstrate their commitment to responsible business practices and contribute to a more sustainable future. Company’s inaugural Sustainability Report published in FY 2023''24 outlined our commitment to reduce GHG emission and extend benefits of corporate achievements to the under privileged sections of our community. During FY 2022-’23, we extended our reporting coverage to map our efforts and disclosures in line with the Task Force on Climate-related Financial Disclosures (“TCFD”). TCFD is global initiative established

in 2015 by the Financial Stability Board (FSB) to promote transparency and disclosure of climate-related risks and opportunities in financial markets. This year’s report, which has been prepared in accordance with GRI- Core Option also contains our identification of the complementary UN sustainability development goals (SDGs) as well as TCFD, through which we hope to better demonstrate our commitment as well as performance & risk strategy around issues like climate-related risks, capitalize on opportunities, and contribute to a more sustainable and resilient financial system for our investors. Company’s sustainability report is available on the website of the Company at www.routemobile.com/compliance/2024/ Sustainability-Report- FY-2023-24.pdf

46. Cautionary Statement

This Board’s Report & our Sustainability Report and including further the Management Discussion and Analysis Report may contain forward-looking statements under provisions of applicable laws. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. In addition, any statements that refer to (1) our goals, commitments and programmes; (2) our business plans, initiatives and objectives;(3) our assumptions and expectations; (4) the scope and impact of our corporate responsibility risks and opportunities; and (5) standards and expectations of third parties are forward-looking. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

47. Acknowledgements

Technology shifts, Regulatory scrutiny, concerns around Data Privacy and Digital Security were the theme of Fiscal 2024 and thanks to our resolve to constantly evolving to the new world steered us to a wonderfully successful year. On behalf of the Company, I take this opportunity to place on record our gratitude to all the shareholders for their continued support & employees for their commitment towards the

Company. I also take this opportunity to express our sincere thanks to the Government of India, The Securities and Exchange Board of India (SEBI), The Reserve Bank of India (RBI), BSE & NSE, The Telecom Regulatory Authority of India (TRAI), Central Board of Direct Taxes (CBDT), Central Board of Indirect Taxes and Customs, Government of India, our Bankers & Auditors, and fellow members on the board for their continued support.

For and on behalf of the Board of Directors Sandipkumar Gupta

Place: Mumbai Chairman

Date: May 6, 2024 DIN: 01272932

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Mar 31, 2023

Your Directors are pleased to present the Nineteenth Annual Report of Route Mobile Limited (‘Company’/‘RML’/‘Route Mobile’) along with the audited financial statements (consolidated as well as standalone) for the financial year ended March 31, 2023. This Board’s Report is prepared based on the standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiaries, and their contribution to the overall performance of the Company during the year under review.

1. Corporate Overview

Route Mobile provides real-time connected customer experiences with its advanced Customer Experience Platform as a Service (CXPaaS), globally. Our range of enterprise communication services include smart solutions in A2P Messaging, Voice, Email, and SMS Filtering, Analytics & Monetisation. Founded in 2004, Route Mobile is a publicly listed company and among the leading Cloud Communications

Platform service provider offering Communication Platform as a Service (CPaaS) solutions. We deliver an entire communication product stack, based on a CPaaS principles, infusing Conversational AI across a broad range of industries including social media companies, banks and financial institutions, e-commerce entities, and travel aggregators. Route Mobile is headquartered in Mumbai, India with a global presence spread across Asia Pacific, Middle East, Africa, Europe, and the Americas. The Company is listed on the Indian bourses BSE Limited (BSE Scrip Code: 543228) & National Stock Exchange of India Limited (NSE Symbol: ROUTE). The Company by close of this financial year ranks among the top 500 listed companies in India. (Rank 355 as on March 31, 2023. Source: NSE).

2. State of the Affairs of the Company

The performance of our omni-channel communication & other businesses are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

3. Financial Summary			H in crore except per equity share data)
	For the financial year ended		For the financial year ended
Particulars	March 31, 2023		March 31, 2022
	Consolidated	Standalone	Consolidated	Standalone
Total Income	3,608.63	631.02	2,022.09	374.02
EBITDA (Non-GAAP)	456.56	49.33	257.63	23.99
Profit before Tax	381.50	109.83	195.22	33.42
(Current Tax)	60.53	22.47	30.71	8.24
Deferred Tax Charge/(Credit)	(12.14)	(2.47)	(5.57)	(2.58)
Profit for the Year	333.11	89.83	170.08	27.76
Total other Comprehensive Income (net of tax)	9.17	0.16	1.25	(0.57)
Total Comprehensive Income for the Year	342.28	89.99	171.33	27.19
Earnings per share (EPS)
Basic	52.29	14.36	27.82	4.65
Diluted	52.29*	14.36*	27.82*	4.65*
* Anti - Diluted

4. Business Overview, Company''s Performance and Note on Financial and Operations

Founded in 2004 and listed in 2020, Route Mobile is a publicly listed company and among the leading Cloud Communications Platform service provider offering Communication Platform as a Service (CPaaS) solutions. We cater to enterprises, over-the-top (OTT) players, and mobile network operators (MNO) and our portfolio comprises solutions in

messaging, voice, email, SMS filtering, analytics, and monetisation.

New Product launches & service Offerings: TruSense (https://trusense.id)

TruSense is a digital identity and security suite that is critical to securing digital transactions through a reliable ecosystem, enabling businesses

to authenticate the end user in a frictionless way. TruSense will function as a dedicated Strategic Business Unit (SBU) under Route Mobile (UK) Ltd. with its own product management and engineering development teams. The focus is on building world-class products using expertise and technology from Route Mobile and Masivian S.A.S.—a wholly-owned subsidiary of Route Mobile (UK) Ltd. Digital identity, authentication and fraud detection as a service is relevant to several industry sectors—such as financial services, e-commerce, retail, and healthcare—that rely on peer-to-peer mobile payments, online banking, digital wallets, and online registrations. Route Mobile envisions a secure ecosystem where the digital economy relies on global risk scoring, authentication, and identity verification for improved customer experiences.

RCS Business Messaging (RBM)

RBM is a communication protocol between telecom operators, OEMs, and messaging partners for A2P Rich Messaging. It’s an upgrade from an SMS with rich media for enterprises to send videos, audios, images, GIFs, map locations, and create engaging & rewarding campaigns. RCS Business Messaging is the perfect amalgamation of the traditional SMS communication channel and visually rich message format to deliver engaging customer experiences. RCS business messaging provides the opportunity for brands to build trust and create engaging customer experiences.

WhatsApp Business API

Route Mobile’s WhatsApp Business Solution (WBS) helps to seamlessly improve communication with customers on a global level. With the WhatsApp

Business API, one can drive its customer engagement and reach a massive audience like never before! Now one can effortlessly migrate its Enterprise WhatsApp Business account to the Route Mobile platform to give the best customer experience which they deserve. With the WhatsApp Business Solution, an enterprise can easily manage all its leads, respond to its existing customers effectively, and drive conversations to generate greater revenue for its business.

Roubot (pronounced ‘Roo-bot’)

Route Mobile launched Roubot, a customisable Artificial Intelligence (“AI”)/Machine Learning (“ML”)-based chatbot solution that connects businesses to its customers to drive conversations, facilitate lead generation, sales and timely issue resolution. The chatbot can be created by businesses without writing any code and integrated across popular channels of communication, CRM systems and payment gateways. Businesses can design their own chatbot with Roubot’s “Flow Builder”, one of the fastest bot building tools available in the market. The process is intuitive, consists of a drag-and-drop user interface and lets businesses integrate this customer engagement solution seamlessly and securely with CRM systems, payment gateways, and third-party messaging platforms like WhatsApp and Facebook Messenger.

Our total income on a consolidated basis increased by 78.46% and profit went up by 95.85%. On a standalone basis, total income increased by 68.71% though through operational efficiencies, PAT went up by 223.64%.

6. Share Capital

Company''s issued and paid-up share capital in the beginning of the year (April 1, 2022) was H63,04,35,880 (6,30,43,588 shares of H10 each fully paid-up). During the year, the Company issued and allotted 2,60,650 equity shares of 10/- each, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary company, under the Route Mobile Employee Stock Option Plan 2017

Return of surplus funds to Shareholders: In addition to the above, the Company bought back 8,61,021 equity shares at an average price of H1,393.69 per equity share for an aggregate consideration of H119,99,98,539.15. In line with the philosophy of returning of surplus funds to Shareholders, the Board, at its meeting held on June 28, 2022, approved the buyback of equity shares, from the open market route through the Indian stock exchanges (BSE & NSE), amounting to H1,20,00,00,000 (Maximum Buyback Size, excluding buyback tax) at a price not exceeding H1,700 per share (Maximum Buyback Price). The offer size of the buyback was 9.95 % and 731% of the aggregate fully paid-up equity share capital and free reserves as per audited standalone

financial statements and audited consolidated financial statements of the Company as at March 31, 2022, respectively.

The buyback represented 1.37% of the Pre - buy back total issued and paid-up equity share capital of the Company. Promoters and Promoter Group of the Company did not participate in the Buy-Back. The Buy-back was made through stock exchange route from open market. 8,61,021 equity shares were bought back with a total aggregate outlay of H119,99,98,539.15. The Company has completed extinguishment of 8,61,021 shares on September 1, 2022. The shareholders’ payout with respect to dividend and buyback including tax on buyback (excluding transaction costs, other incidental and related expenses) aggregated to H216.59 crore, resulting in a payout of 65.02% of the consolidated profits of the Company.

The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company). The buyback commenced on July 11, 2022 and was closed on August 29, 2022. During this buyback period, the Company

purchased and extinguished a total of 8,61,021 equity shares from the stock exchanges at an average buyback price of H1,393.69 per equity share comprising 1.37% of the pre-buyback paid-up equity share capital of the Company. The Company funded the buyback from its free reserves including Securities Premium as provided in Section 68 of the Companies Act, 2013.

Company''s Capital at the end of the year, i.e., as on March 31, 2023 was H62,44,32,170 (6,24,43,217 shares of H10 each fully paid-up).

7. Details of utilisation of funds & Statement of deviation(s) or variation(s)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/LODR’) there was no deviation/variation in the utilisation of proceeds as mentioned in the objects stated in the Prospectus dated September 14, 2020, in respect of the Initial Public Offering of the Company. Your Company has appointed Axis Bank Limited as Monitoring Agency in terms of regulation 41(2) of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds. The monitoring agency reports are filed with BSE & NSE where equity shares of the Company are listed as mandated under Regulation 32 (6) of the Listing Regulations every quarter. The Monitoring Agency Reports are available under Investors section on our website at www.routemobile.com.

Further, in respect of company’s maiden qualified institutions placement (QIP) in November 12, 2021, and pursuant to Regulation 32 (1) of the Listing Regulations, there was no deviation/variation in the utilisation of proceeds as mentioned in explanatory statement to the notice for the general meeting, in which approval for the QIP was accorded by the shareholders.

The NIL deviation reports, in respect of the IPO and QIP has been filed by the Company on a quarterly basis, with BSE & NSE where equity shares of the Company are listed.

8. Listing Fees

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

9. Dividend

Your Directors have recommended a final dividend of H2/- (rupees two) per equity share of H10/- (rupees ten) each (20%) for the financial year ended March 31, 2023. The Record Date for the purpose of Dividend is September 6, 2023. The total dividend for the financial year ended March 31, 2023, aggregates to H11/- (rupees eleven only) per equity share of the face value of H10/- (Rupees ten) each, including the interim dividend of H3 (rupees three) and H6 (rupees six) per equity share as approved by the Board of Directors at their meeting held on October 21, 2022 and January 26, 2023 respectively, which was paid thereafter. The dividend recommended is in line with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company’s website at https://www.routemobile.com/ corporate-policies.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1^st April 2020 and the Company is required to deduct tax at source (TDS) on dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961. An email communication (followed by a newspaper notice) informing the Shareholders regarding this change in the IT Act as well as the relevant procedure to be adopted by them to avail the applicable tax rate has been sent by the Company at the registered email IDs of the Shareholders. For more details in this regard, please refer to the ''Notes'' section of the Notice to the Annual General Meeting (“AGM”).

10. Transfer to Reserves

The movement in retained earnings was on account of profit earned during the year, payment of dividends and buyback of equity shares. Changes in securities premium are mainly due to a decrease on account of the buyback of equity shares and an increase on account of the exercise of stock options. In accordance with Section 69 of the Companies Act, 2013, ("Act") as at March 31, 2023, the Company has created ‘Capital Redemption Reserve’ of H0.86 crore equal to the nominal value of the above shares bought back as an appropriation from the general reserve. The closing balance of the retained earnings (Excl. securities premium) of the Company for FY 2023, after all appropriation and adjustments was H64.67 crore.

11. Deposits

The Company has not accepted any deposits during the FY 2022-23 and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

12. Highlights of Performance of Subsidiary Companies

Your Company along with its subsidiaries provide a wide range of cloud communication platform services to enterprises, over-the-top (“OTT”) players and detection and traffic analytics, monitoring traffic and administration of SMS Firewall and a comprehensive 24/7 Managed Service and customer support solutions, back office & consultancy services.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website at www.routemobile.com. A short description of business and performance of major subsidiaries are provided below:

Routesms Solutions FZE (‘Routesms FZE''):

Routesms FZE is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging and voice solutions. The Revenue of the company for FY 2022-23 stood at AED 171,596,662 (Previous Year: AED 124,222,028). Routesms FZE earned net profit for the year AED 59,515,279 (Previous Year: AED 23,659,721).

Masivian S.A.S. (''Masivian''): Masivian is a leading cloud communications platform service provider in Latin America, with leadership position in Colombia and Peru, as well as a presence in several countries in the region. Masivian’s differentiated and well-adapted cloud communication platform, security & data analytics offer a comprehensive suite of communications, marketing, and unique Al-powered products for enterprises. Masivian offers multichannel notification services through SMS, Email, as well as Voice, serving marquee clients across Colombia & Peru. For the Year ended March 31, 2023 Masivian clocked Revenue of US$ 27,506,213.86 and Profit after tax of US$ 4,335,317.39. (Previous Year: (November 12, 2021 - March 31, 2022) Revenue of US$ 8,611,702 and Profit after tax of US$ 784,815).

Route Mobile (UK) Limited (‘RML UK''): RML UK

is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging. The Standalone Gross Revenue of RML UK for FY 2022-23 stood at GBP 189,232,860 (Previous Year: GBP 129,215,685) and the Profit after Tax stood at GBP 6,307,665 (Previous Year: GBP 7,807,354).

365squared Ltd. (‘365squared''): 365squared is engaged in the business of inter alia providing technology services for mobile communications with a focus on SMS filtering, analytics and monetisation. 365analytics is a real time detection and traffic analytics software with an intelligence that is updated constantly based on our global intelligence. The Revenue of 365squared for FY 202223 stood at EURO 6,727,544 (Previous Year: EURO 5,474,065). 365squared earned a Profit after tax of EURO 830,402 (Previous Year: EURO 2,317,611).

M.R Messaging FZE: M.R Messaging FZE, UAE (“MRM”) is involved in the business of CPaaS (Communication Platform as a Service) solutions including A2P messaging, number lookup and 2-way messaging, offered to enterprises as well as aggregators, using its technology platform. Audited Revenue of the Consolidated MRM for the financial year ended March 31, 2023 was AED 362,988,996 (Previous Year: AED 26,985,700) and Profit after tax for the period was AED 36,372,690 (Previous Year: AED 5,378,741)

Note: The Figures for previous year are converted into AED for ease of reference.

Route Mobile Communication Services Company (fka “Interteleco International for Modern Communication Services”): Route Mobile Communication Services Company, Kuwait (“RMC”) is engaged in the business of communication services (viz. messaging solutions / SMS business) in Kuwait. For the year ended March 31, 2023, RMC generated a revenue of KWD 1,772,441 (Previous Year: KWD 636,564) with a profit of KWD 263,761 (Previous Year: KWD 88,420)

Update on scheme of Arrangement between Subsidiary Companies: Board of Directors of Route Mobile Limited (the "Company"), last year, approved the Scheme of Amalgamation ("Scheme") under the provisions of Section 234 read with Sections 230 to 232 of the Companies Act, 2013, by way of merger by absorption, of Start Corp India Private Limited ("Transferor Company") with Send Clean Private Limited (formerly known as Cellent Technologies

(India) Private Limited) ("Transferee Company"). The Transferor and the Transferee Companies, are both Wholly-owned Subsidiaries ("WoS") of the Company. The said transaction is between the WoS of the Company and the Company is not directly involved in the merger. The merger was approved by the National Company Law Tribunal, Mumbai Bench on April 20, 2023. Both the companies are directly or indirectly in the same line of business activities and therefore, the merger will result into consolidation of entire operations of both the companies and will further simplify the group structure achieving business and administrative synergies, reducing administrative costs, avoiding duplication of efforts, economies of scale and attain efficiencies.

13. Consolidated Financial Statements

The Consolidated financial statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon forms part of this Annual Report. Further, pursuant to Section 129(3) of the Act, the report on the performance and financial position of the subsidiaries and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this report (Annexure 1).

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website on https://www. routemobile.com/investors. Any Member desirous of inspecting or obtaining copies of the said Financial Statements may write to the Company Secretary at [email protected].

The names of the Companies that have become or ceased to be subsidiaries, joint ventures and associates during the year are disclosed in the annexure to this report (Annexure 2).

14. Insurance

All the properties and operations of the Com pany, to the best judgement have been adequately insured. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations,

we have also procured a directors’ and officers’ liability insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

15. Employee Stock Option Plan

The Company has two Employee Stock Option Plans (“RML ESOP Plans") as at March 31, 2023 viz. Route Mobile Limited Employee Stock Option Plan 2017 (“RML ESOP 2017") and Route Mobile Limited - Employee Stock Option Plan, 2021 (“RML ESOP 2021") (together referred as ‘Schemes’). The Schemes are administered by the Route Mobile Employee Welfare Trust. There are no changes made to the above Schemes and these Schemes are in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014] as replaced by Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021]. During FY 2022-23, no employee was issued stock options equal to or exceeding 1% of the issued share capital of the Company at the time of grant. In respect of RML ESOP 2017, 17,62,980 Options have been exercised and 5,89,365 Options remain unexercised as on March 31, 2023. 4,59,155 Options have lapsed or were cancelled due to cessation of employment.

The Company had launched RML ESOP 2021 in 2021 post its IPO & listing in 2020. In terms of RML ESOP 2021, not exceeding 28,00,000 Options were available for offer and grant by the Company to the eligible employees of the Company and that of its subsidiary companies. Under RML ESOP 2021, 7,41,220 Options have been granted as on March 31, 2023, to the eligible employees of the company including subsidiaries. In respect of RML ESOP 2021, no Options have been exercised and 4,68,220 Options remain unexercised as on March 31, 2023. 2,73,000 Options have lapsed or cancelled due to cessation of employment.

In compliance with the Regulation 13 of the SEBI (SBEBSE) Regulations, 2021, certificate(s) from the secretarial auditor, confirming implementation of RML ESOP 2017 & RML ESOP 2021 in accordance with the said regulation and in accordance with the resolution of the Company in the general meeting, will be available electronically for inspection by the Members during the annual general meeting of the Company.

The requisite disclosures under Regulation 14 of the SEBI (SBEBSE) Regulations, 2021 is uploaded on the Company’s website under Investors section and the same can be accessed at https://routemobile. com/compliance/2023/Information-underSEBI-SBEBSE-2022-23.pdf.

16. Directors and Key Managerial Personnel

Mrs. Sudha Navandar (DIN: 02804964) was re-appointed as Independent Director by the Board of Directors at their meeting held on May 18, 2022 for a period of five (5) years effective November 22, 2022 till November 21, 2027, (both days inclusive), not liable to retire by rotation, and the said appointment was approved by the Members at the Annual General Meeting (‘AGM’) held on August 4, 2022.

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every AGM. Hence, in terms of Section 152 of the Companies Act, 2013 (the "Act”) and the Articles of Association of the Company, Mr. Chandrakant Gupta, Director (Non-Executive Non Independent) of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his reappointment. A brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulation, is forming part of the Notice of the ensuing AGM.

Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year:

The Board of Directors ("Board") is of the opinion that Mrs. Sudha Navandar, who was re - appointed during the year as Independent Director of the Company, possess requisite qualifications, experience and a well- respected business leader who brings in a wealth of experience to the Board; She is a qualified Chartered Accountant and a member of the Institute of Chartered Accountants of India. She is a Certified Public Accountant, USA, and also an Insolvency Professional registered with the Indian Institute of Insolvency Professional of ICAI.

Mrs. Navandar is currently a Partner in M/s. Pravin R. Navandar & Co., Chartered Accountants, with main focus on corporate audits (internal and statutory), bank audits, company law cases, income leakage, and corporate advisory services. She also serves on the Board of Kolte-Patil Developers Limited, Anand Rathi Wealth Limited, Anand Rathi Financial Services Limited, Tribhovandas Bhimji Zaveri Limited, Kshitij Capital Advisors Private Limited, Yasho Industries Limited, Vectus Industries Limited, Kolte Patil Integrated Townships Limited Wavin India Holding Private Limited and Wavin India Pipes and Fittings Manufacturing Private Limited. Her three decades of experience as an industry recognised professional would add tremendous value to the company.

Mr. Arun Gupta, Mr. Bhaskar Pramanik, Mr. Nimesh Salot and Mrs. Sudha Navandar are the independent Directors of the Company. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company; there has been no change in the KMPs of the Company during the year:

1. Mr. Rajdipkumar Gupta, Managing Director & Group CEO.

2. Mr. Suresh Jankar, Chief Financial Officer.

3. Mr. Rathindra Das, Group Head-Legal, Company Secretary & Compliance Officer.

17. Remuneration policy

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and senior management personnel; the policy also lays down the parameters for selection of candidates for

appointment to the said positions, which has been approved by the Board. The policy on remuneration of Directors, Key Managerial Personnel is provided in the Corporate Governance section which forms part of this Report and is also available on the website of the Company and can be accessed at https://routemobile.com/i nvestors/ and attached as Appendix 1.

18. Declarations by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the LODR. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct of Board of Directors and Senior Management Personnel.

19. Board, Meetings of the Board and Board Committees

The Board currently has Five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, and the Risk Management Committee. Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and business affairs. The Company also has a fund-raising committee (non-statutory) to deal with the matters relating to raising of funds.

During the year under review, the Board met eleven (11) times to transact various affairs of the Company. A detailed update on the Board, its composition, including synopsis of terms of reference of various Board Committees, number of Board and Committee meetings held during FY 2022-23 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

20. Human Capital

We believe that our people are our core strength and they are one of the prime factors for our success. We look at ways to keep them positively engaged as they set the foundation for our culture, drive our performance and help us create a workplace where our people can grow professionally and personally. Through our various feedback mechanisms e.g.,

skip meetings leadership driven town halls, exit interviews, we constantly look at how we can make the organisation a great place to work for with passion and dedication.

We promote diversity and inclusivity within the organisation. Our diverse set of people working from over 21 countries collectively ensuring success in whatever we do. Our people talk and walk one Route Culture.

We have our quarterly town halls, through which we ensure that our employees are kept updated on information related to the organisation. We also conduct meet and greet sessions for the new joiners with the leadership team members so as to ensure that engagement start with the new comers from day one of their joining. Throughout the year important milestones that are achieved are celebrated across all our offices.

Our robust Rewards and Recognition programme ensure that Exceptional performance is rewarded and recognised. Our Quarterly held Rewards and Recognition programme ensures that Outstanding performances are celebrated and rewarded. Through our Annual Recognition Night, we ensure to felicitate our employees who have continuously shown their brilliance in work throughout the year. We also appreciate employees who have completed 5,10 and 15 years during the Annual Employee Recognition Night.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report (Annexure 3).

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. However, in terms of first proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. If any Member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

21. Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Our quality management system certified by KVQA Certification Services Private Limited complies with ISO 9001:2015 while our information security management system is certified by KVQA Certification Services Private Limited as ISO/IEC 27001:2013 compliant. We have also achieved the Capability Maturity Model Integration (CMMI) Level 5 Certification through GAAFS and QCAS Certifications Inc.

22. Board Diversity and Policy on Director''s Appointment and Remuneration

We’re motivated by our ongoing progress, and this year’s growth feels particularly meaningful in the context of significant challenges around the world. Over the years, regulators have placed great emphasis on addressing different matters relating to the board of directors. Two prominent examples were: (i) stressing the roles of nonexecutive directors as well as the importance of independence of the board. In short, board diversity aims to cultivate a broad spectrum of demographic attributes and characteristics in the boardroom. Boardroom behaviours change when board become more diverse, and what board can do to ensure that increasing diversity actually has a positive impact on both the board and the organisation at large and moving beyond representation toward actual inclusion is no small feat. We believe that the most inclusive boards were those that tracked and communicated metrics not just around numbers of female or minority directors, but also around socioeconomic class and intersectional identities. Driving progress through greater accountability and transparency is at the core of Route Mobile’s board diversity strategy. The policy on ‘Nomination and Remuneration’ and ‘Board Diversity’ adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / reappointment as a Director or as KMP, with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin. The Board Diversity policy is available on the Company’s website at https://routemobile.com/i nvestors.

23. Board Evaluation

Each year the board reports on the governance of the company and the work of the committees. The Board maintains a process, overseen by the Nomination and Remuneration Committee, whereby the Board, each of its committees, and each Board member, are subject to performance evaluation and assessment on an annual basis. At Route Mobile, the Lead Independent Director presides over the annual self-evaluation of the Board, including the performance evaluation of each Board committee and individual Board members; facilitating the Board’s performance evaluation of the CEO in conjunction with the Nomination and Remuneration Committee. The results of the performance evaluations are considered to improve the effectiveness of the Board, its committees, and its members, as appropriate. A note on the Board evaluation process as well as familiarisation programme undertaken by the Company for evaluation, orientation and training of the Directors in compliance with the provisions of the Companies Act, 2013 and the Listing Regulation is provided in the Report on Corporate Governance, which forms part of this Report.

24. Remuneration to Managing Director / Whole - Time Director from Holding or Subsidiary Companies

In terms of Section 197 (14) of the Companies Act, 2013, remuneration paid to our Managing Director from subsidiary company viz. Route Mobile (UK) Limited was GBP 48,000.

25. Auditors & Audit Reports

• The Company has received the Practicing Company Secretary''s certificate on corporate governance for FY 2022-23. The certificate does not contain any qualification, reservation or adverse remark.

• The Secretarial Audit Report for FY 2022-23 does not contain any qualification, reservation or adverse remark.

• The Statutory Auditors’ Report for FY 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• Cost Records and Cost Audit: Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not

applicable for the business activities carried out by the Company.

26. Statutory Auditors

Walker Chandiok & Co LLP ("WCC") has audited the books of account of the Company for the Financial Year ended March 31, 2023 and have issued the Auditors'' Report thereon. The Auditors'' Report for FY 2022-23 does not contain any qualification, reservations, or adverse remark. The said report for the financial year ended March 31, 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

27. Internal Financial Controls, their adequacy and Internal Auditors

Route Mobile Limited ("RML") has aligned its current systems of internal financial control with the requirement of Companies Act, 2013. Route Mobile Limited’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. RML has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. RML uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organisation, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. Company''s management assessed the effectiveness of the company’s internal control over financial reporting (as defined in Regulation 17 of SEBI Listing Regulation) as of March 31, 2023.

Walker Chandiok & Co LLP, the statutory auditors of RML have audited the financial statements included in this annual report and have issued an attestation report on the company’s internal control over financial reporting (as defined in Section 143 of Companies Act, 2013). RML has appointed M/s Pipalia Singhal & Associates to carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors. RML also undergoes periodic audit by specialised third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. Based on its evaluation (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation), Route Mobile Limited’s audit committee has concluded that, as of March 31, 2023, the company’s internal financial controls were adequate and operating effectively.

28. Particulars of contracts or arrangements with Related Parties

All contracts/arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. The Company has put in place a mechanism for certifying the related party transactions statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant firm (confirming ordinary course of business and arm’s length basis). Further, all related party transactions were undertaken with approval of the Audit Committee. Disclosure of Transactions, (None for FY 2022-23), with Related Parties referred to in Section 188(1), as prescribed in AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 4. Details of other related party transactions have been included in Note 37 to the standalone financial statements. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company, except as disclosed in the financial statements. The Board in its meeting held on May 19, 2023 considered and approved amendments to the Related Party Transactions Policy in line with the recent amendments in the Listing Regulations. The updated Policy on the Related Party Transactions is available on the Company’s website at https://routemobile.com/investors. During FY 2022-23,

the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

29. Transfer of Equity Shares, Unpaid/ Unclaimed Dividend to the IEPF

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

30. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries to conduct secretarial audit for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report (Annexure 5). The report of the Secretarial Auditor for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co. LLP, Practicing Company Secretaries, (CP 8978; FCS 8021) to conduct the secretarial audit for the financial year 2023-24. They have confirmed their eligibility for the appointment.

31. Risk Management

Risk management is the process of identifying, assessing and controlling threats to an organisation''s capital and earnings. These risks stem from a variety of sources, including financial uncertainties, legal liabilities, technology issues, strategic management errors, accidents and natural disasters.

The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified

which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment. Our Risk Management Plan is available on the website of the Company at https:// routemobile.com/i nvestors.

The Company adopts a rigorous approach for information security risk assessment and treatment. This process includes identifying the business processes and the associated risks, considering the potential loss of confidentiality, integrity, and availability. The company identifies the risk owners and assesses the potential impact should these risks materialize. Existing controls, which serve to mitigate these risks, are identified, and the likelihood of risk occurrence is assessed based on these controls. The team then determines an appropriate response strategy, which includes options such as risk reduction, transfer, or avoidance.

For risk management, RML sets specific acceptance criteria based on the risk level and potential consequences. Lower-level risks are often transferred or treated, while higher-level risks must be treated. They ensure compliance with legal and regulatory requirements and ensure risk acceptance decisions are appropriately documented. If additional controls are necessary to mitigate risk, they are identified, aligned with ISO 27001:2013 standard controls, and implemented. Following the implementation of additional controls, the company reassesses the level of consequence and probability of the risk and the residual risk level. Residual risks are either accepted or further action is taken to reduce them to acceptable levels. The entire process is periodically reviewed and monitored to ensure continuous improvement.

Cyber Security

From a cyber security risk management initiative, modernising antiquated IT infrastructure and as products age out of support, it becomes impossible to patch known vulnerabilities, not to mention losing the efficiencies of more current solutions. As technology has advanced, things have become simpler yet more complex. One prime example is that of today’s communication networks. With the evolution of VoIP, the most obvious convergence is that of voice and data networks wherein both types

of traffic leverage the same physical infrastructure, while retaining a possible logical network separation. While, this whole concept seems to be very exciting, there’s a big tradeoff in terms of security! Our efforts include threat intelligence products that can detect anomalous behavior at the network’s edge to detect ever growing attacks against aging infrastructure.

The Company is exposed to a number of different cyber security risks, directly or through its supply chain, arising from actions that may be intentional and hostile, accidental or negligent. The main cyber security risks for the Company are intrusion in systems leading to data leakage. During the year, some of the areas that our Risk Management Committee deliberated were Enhanced Security Policies: Implementing Mandatory Measures viz. IP whitelisting, Two-Factor Authentication, Dark Web monitoring firm to proactively track any developments and identify potential indicators of compromise (lOCs), ISO 27001 Surveillance and Comprehensive VAPT for RMLAPIs.

During the year, the Company received CERT-In''s directive on information security practices, procedure, prevention, response, and reporting of cyber incidents, No. 20(3)/2022-CERT-In, dated April 28, 2022, and which went into effect on September 25, 2022. This directive called for specific changes in reporting and record retention, all of which Company is compliant with. The changes to Company''s Information Security Management System (ISMS) policies and procedures have been incorporated to adhere to CERT-In''s directives. Further, during the year, the Company switched two of our key Information Security software providers: - Crowdstrike Managed EDR services have been replaced with Sentinel One Vigilance. Securnox SIEM (Security Information and Event Management) services have been replaced with DNIF''s SIEM solutions. Both of these changes have been executed for cost efficiencies as well as the presence of local teams to help mitigate any potential issues.

32. Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

33. Whistle-Blower Policy: Vigil mechanism

The way the Company handles a concern will depend on its nature and severity. We may handle through discussions with relevant work colleagues, RML Leaders or Human Resources, or we may handle by conducting fair and thorough investigations. RML handles all concerns raised with appropriate confidentiality and with a high degree of sensitivity. All those involved in investigating and/ or addressing a concern are expected to respect the need for confidentiality wherever reasonably possible. In some situations, privacy restrictions may also mean that we cannot disclose the actions that are taken to resolve a particular concern. It is mandated by Section 177 of the Companies Act, 2013 and Companies Rules 2014 and further Regulation 22 of the SEBI, that every listed Company establishes a surveillance mechanism for directors and employees to report any frauds or misappropriations. It is affirmed that no person has been denied access to the Audit Committee. The Board on a yearly basis is presented an update on the whistle- blower policy. Whistle-Blower policy is available on the website of the Company at https:// routemobile.com/investors/. The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, m isfeasa nce etc.

34. Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Route Mobile’s core principles, culture and values set a foundation of an inclusive and diverse work environment where dignified, respectful working relationships are a matter of course. Free from any form of discrimination or harassment, our foundation is embedded in our Code of Business Conduct. We are respectful and inclusive to our people and our stakeholders, always aiming to make a positive impact on those societies in which we work. Our commitment and priority are to be respectful, professional, compliant, inclusive, healthy and bias-free. The Company has zero tolerance towards sexual harassment at the workplace and has implemented a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions

of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘Act’) and the Rules made thereunder. Under the said Act, Internal Complaints Committee has also been constituted. Our values are deeply embedded in our daily business as well as in all our policies such as Supplier Code of Conduct, and Code of Business Conduct. By making the right choices, based on business and people related compliance, we build trust with our people and stakeholders.

During the year under review, the Company did not receive any complaint of sexual harassment.

35. Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

36. Corporate Social Responsibility

Global developments, such as climate change, poverty, and increasing inequality, are serious issues that all stakeholders in the worldwide economy must face. At RML, corporate social responsibility (CSR) is part of our holistic sustainability framework. We put its purpose into action by helping the world run better and improving people’s lives with sustainability at the core. We invest in education models dedicated to underrepresented, underserved, and underprivileged youth and foster our engagement with multistakeholder partnerships to enable pathways to employment and entrepreneurship in the digital and green economy. The objective of the Company’s Corporate Social Responsibility (‘CSR’) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. Your Company has set up "Route Mobile Foundation for Education and Sports” to carry out its CSR efforts. The Foundation focuses on improving the quality of life and engaging communities through health, education, livelihood, sports and infrastructure development. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company https://routemobile. com/i nvestors.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’) and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by

Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, effective January 22, 2021 (hereinafter "CSR Rules”), is annexed to this report (Annexure 6).

37. Other Disclosures

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial ‘year and the date of this report;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees;

• There was no revision in the Financial Statements.

• None of the Directors or KMPs of the Company have resigned during the year under review;

• There has been no change in the nature of business carried out by the Company;

• The Company has not failed to implement any corporate action during the year under review;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• The Company’s securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

38. Directors'' Responsibility Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year.

Accordingly, pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

39. Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2023 is uploaded on the website of the Company and can be accessed at https://routemobile.com/ compliance/2023/Annual-Return-FY-2022-23.pdf.

40. Significant and material orders passed by the Regulators or Court

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

41. Energy Conservation, TechnologyAbsorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure 7

42. Corporate Governance

Pursuant to the Listing Regulations, the Report on Corporate Governance for the year under review, is presented in a separate section, forming part of this Annual Report. A certificate from M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, also forms part of the Corporate Governance Report.

43. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. As required under the provisions of the Listing Regulations, the audit Committee of the Company has reviewed the management discussion and analysis report of the Company for the year ended March 31, 2023.

44. Business Responsibility and Sustainability Reporting

In terms of amendment to regulation 34 (2) (f) of Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 5, 2021, SEBI has introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). SEBI further provided that the listed entities already preparing and disclosing sustainability reports based on internationally accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-reference the disclosures made under such framework to the disclosures sought under the BRSR. Your Company had also voluntarily prepared the Business Responsibility and Sustainability Report (BRSR) a year before the mandated requirement of FY2022-23 by SEBI in May, 2021 for the top 1,000 listed companies (by market capitalisation). Your Company has this year again prepared BRSR with disclosures on both Essential and Leadership Indicators.

BRSR has been appended herewith as Annexure 8.

45. Sustainability Report

Company’s inaugural Sustainability Report published in FY 2021 outlined our commitment to reduce GHG emission and extend benefits of corporate achievements to the under privileged sections of our community. This year’s report, which has been prepared in accordance with GRI-Core Option also contains our identification of the complementary UN sustainability development goals (SDGs) including further our recognition of TCFD as an additional guiding principle of disclosures. Company’s sustainability report is available on the website of the Company at https:// routemobile.com/compliance/2023/Sustainability-Report-FY-2022-23.pdf.

46. Cautionary Statement

This Board’s Report & our Sustainability Report and including further the Management Discussion and Analysis Report may contain forward-looking statements under provisions of applicable laws. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. In addition, any statements that refer to (1) our goals, commitments and programmes;

(2) our business plans, initiatives and objectives;

(3) our assumptions and expectations; (4) the scope and impact of our corporate responsibility

risks and opportunities; and (5) standards and expectations of third parties are forward-looking. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

47. Acknowledgements

Fiscal 2023 was a complex year, and thanks to our employees’ determination, perseverance, and unwavering commitment to our customers, partners, and to each other, we ended the year strong. On behalf of the Company, I take this opportunity to place on record our gratitude to all the shareholders for their continued support & strong commitment towards the Company. I also take this opportunity to express our sincere thanks to the Government of India, The Securities and Exchange Board of India (SEBI), The Reserve Bank of India (RBI), BSE & NSE, The Telecom Regulatory Authority of India (TRAI), Central Board of Direct Taxes (CBDT), Central Board of Indirect Taxes and Customs, Government of India, our Bankers & Auditors, and fellow members on the board for their continued support.

For and on behalf of the Board of Directors

Sandipkumar Gupta

Place: Mumbai Chairman

Date: May 19, 2023 DIN: 01272932

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Mar 31, 2022

Your Directors are pleased to present the Eighteenth Annual Report of Route Mobile Limited (‘Company/ RML/ Route Mobile'') along with the audited financial statements (consolidated as well as standalone) for the financial year ended March 31, 2022. This Board''s Report is prepared based on the standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiaries, and their contribution to the overall performance of the Company during the year under review.

1. Corporate Overview

Route Mobile provides real-time connected customer experiences with its advanced Customer Experience Platform as a Service (CXPaaS), globally. With omnichannel workflows and a data-centric approach, our comprehensive CXPaaS solutions help businesses to create real-time, smart, and conversational customer experiences. Our range of enterprise communication services include smart solutions in A2P Messaging, Voice, Email, and SMS Filtering, Analytics & Monetization. Founded in 2004, Route Mobile is a publicly listed company and among the leading Cloud Communications Platform service provider offering Communication Platform as a Service

3. Financial Summary and Highlights

(CPaaS) solutions. We cater to enterprises, over-the-top (OTT) players, and mobile network operators (MNO) and our portfolio comprises solutions in messaging, voice, email, SMS filtering, analytics, and monetization. We deliver an entire communication product stack, based on a CPaaS principals, infusing Conversational AI across a broad range of industries including social media companies, banks and financial institutions, e-commerce entities, and travel aggregators. Route Mobile is headquartered in Mumbai, India with a global presence spread across Asia Pacific, Middle East, Africa, Europe, and the Americas. The Company did maiden public offer of its equity shares in September 2020 and made its debut on the Indian bourses BSE Limited (BSE Scrip Code: 543228) & National Stock Exchange of India Limited (NSE Symbol: ROUTE) on September 21, 2020. The Company by close of this financial year ranks among the top 500 listed companies in India. (Rank 335 as on March 31, 2022. Source: NSE).

2. State of the Affairs of the Company

The performance of our omni-channel communication & other businesses are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

4. Update on COVID-19 Response & related measures

in Crores except per equity share data)
Particulars	For the financial year ended		For the financial year ended
	March 31, 2022		March 31, 2021
	Consolidated	Standalone	Consolidated	Standalone
Total Income	2,022.09	374.02	1,422.16	387.96
EBITDA (Non-GAAP)	257.63	23.99	175.66	32.90
Profit before Tax	195.22	33.42	161.55	29.77
Less: Current tax	30.71	8.24	29.78	6.83
Deferred Tax Charge/(Credit)	(5.57)	(2.58)	(0.99)	0.61
Profit for the Year	170.08	27.76	132.76	22.33
Total other comprehensive income (net of tax)	1.25	(0.57)	1.30	(0.10)
Total comprehensive income for the year	171.33	27.19	134.06	22.23
Earnings per share (EPS)
Basic	27.82	4.65	24.76	4.15
Diluted	27.82*	4.65*	24.23	4.06
* Anti - Diluted

With Govt. of Maharashtra''s ‘Mission Begin Again'' directives dated October 14, 2020, we gradually resumed office in Mumbai with the presence of critical staff initially and normalcy was restored by the March 2021.

Wellness, Work from Home & Vaccination Efforts:

With the second wave of COVID-19 hitting India, especially major cities like Mumbai where our registered and corporate office is located and further pursuant to Govt. of Maharashtra directive dated March 27, 2021 announcing state wide lockdown, and keeping in mind the health and safety of our employees, we again decided to ‘work from home'' like we did in 2020. Likewise, at the start of the year, this time again our CEO had issued ‘work from home'' instruction much earlier on March 23, 2021 keeping in mind the health and well-being of all employees. Notwithstanding the same, we continued to operate at full strength with no material disruption to our business and servicing our customers. Further to the lifting of the lockdown restrictions by the Govt. of Maharashtra, offices started operating at full strength from around October 2021. The Company, at its own cost, facilitated vaccination for all employees of the company including their spouse and children. As on the date of this report, barring some exceptions, all employees of the company are fully vaccinated.

The COVID-19 pandemic continued to grip the world over most of fiscal 2022. However, like the last fiscal, our business did not witness much negative impact of the pandemic. COVID-19 crisis has brought about years of change in the way companies in all sectors and regions do business; companies have accelerated the digitization of their customer and supply-chain interactions and of their internal operations by three to four years as they recognize technology''s strategic importance as a critical component of the business, not just a source of cost efficiencies. It is in this context that we see the use of information systems to continue in the same vein for some time in the foreseeable future as during the lockdown. Digital transformation technologies such as Cloud, Internet-of-Things (IoT), Blockchain (BC), Artificial Intelligence (AI), and Machine Learning (ML), constitute a bulk of what is being adopted by organizations as part of their transformation effort. Along with the surge in the use of digital technologies, we are now witnessing a rise in online fraud, scams, intrusions, and security breaches. The pandemic has created a scenario of insecurity that is inviting fraudsters to

exploit the crisis situation by extracting money or information or by creating vulnerabilities. Digital payments and digital currencies are likely to have a key role in the post-pandemic situation. As digital payments are contact-less they will be encouraged by governments, and will likely see a surge. This will also be boosted by the gig economy and work from home situations. Issues of surveillance and privacy are gaining prominence with digital usage during lockdowns. Post-pandemic, these measures of monitoring populations for epidemiological reasons with digital means are likely to continue and become prevalent. Many users are beginning to rely on digital resources extensively, some for the first time, and are becoming targets for fraud and scams. We examine the possible scenarios in this surge in information technology usage during and post the pandemic. Our estimation of these effects assumes that there was a digital transformation already underway, before the pandemic set in, and it will take certain forms owing to the impact of the lockdowns. Digital marketing and digital communication, became an ever more critical channel for enterprises to acquire, retain and serve customers. The impact of COVID-19, unlike in many other industries, has been, overall, positive for the digital marketing and digital communication industry.

Omni-channel digital communication is a direct beneficiary of these decisions taken by enterprises, and we have witnessed positive impact on our business through fiscal 2022, despite the pandemic.

5. Business Overview, Company’s Performance and Note on Financial and Operations

Founded in 2004, Route Mobile is a publicly listed company and among the leading Cloud Communications Platform service provider offering Communication Platform as a Service (CPaaS) solutions. We cater to enterprises, over-the-top (OTT) players, and mobile network operators (MNO) and our portfolio comprises solutions in messaging, voice, email, SMS filtering, analytics, and monetization. Our customers include some of the world''s largest and well-known organisations, including a number of Fortune Global 500 companies.

Our total income on a consolidated basis increased by 42.18% and profit went up by 28.11%. On a standalone basis, total income decreased by 3.60% though through operational efficiencies, PAT went up by 24.32%.

6. Awards and Recognition

FY 2021-22 remained a yet another milestone year with many accolades bestowed on the Company. Your Company was conferred with awards at various prestigious industry platforms in the area of corporate management, marketing, digital engagement. Some of the awards received during the Year are listed below:

Particulars	Award Description	Presenter
May 27, 2021	Inclusion in the MSCI India Small-Cap Index 2021	MSCI (Morgan Stanley Capital International)
June 15, 2021	Ranked in the Top Tier 1 by MNO & Enterprise in ROCCO SMS Messaging Vendor Benchmarking Report 2021	ROCCO Group (“ROCCO")
Feb 2, 2022	Gold At The 2022 Juniper Research Future Digital Awards For Telco Innovation In Rich Communication Services (RCS)	Future Digital Awards
Feb 16, 2022	Business Mobility Award by Etisalat at Etisalat SMB awards 2021 in Dubai	Etisalat UAE

Acquisitions during FY 2021-22: future high-growth markets to support turbo-charged growth:

Omni-Channel communication and Customer Experience Platform as a Service (CXPaaS) space is transforming rapidly, amid great uncertainty, as relentless innovation powers the development of new services and business models while often creating faster or lower-cost ways of doing what''s possible today. Several macro trends are at play that tend to lead large CXPaaS companies to seek even greater scale, deeper customer knowledge and comprehensive end-to-end solutions while pushing smaller firms toward niches in a particular value chain. As potential future business models multiply and evolve, complexity, convergence and the need for scale and speed to market are all accelerating each other. M&A can create value, particularly when the deal creates a difficult-to-replicate corporate competitive advantage and therefore M&A capabilitybuilding is of critical importance. Our M&A objective is integration of a complete value chain aligned to customer demand for a particular comprehensive end-to-end solution. Verticalization represents a merging of value chain capabilities alongside a drive to tailor services to industry-specific customers.

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Masivian S.A.S.: During the year, your company, through Route Mobile (UK) Limited (wholly-owned subsidiary of the company) acquired 100% equity of Masivian S.A.S., Colombia (“Masivian"). Masivian is a leading cloud communications platform service provider in Latin America, with leadership position in Colombia and Peru, as well as a presence in several countries in the region. Masivian''s differentiated and well-adapted cloud communication platform, security & data analytics offer a comprehensive suite of communications, marketing, and unique Al-powered products for enterprises. Masivian offers multichannel notification services through SMS, Email, as well as Voice, serving marquee clients across Colombia & Peru. For the Year ended March 31, 2022 Masivian had a consolidated Revenue of US$ 8,611,702 and Profit after tax of US$ 784,715 (the financial details refer to the post-acquisition period, from November 12, 2021 to March 31, 2022). Masivian presents a sizable opportunity that can be tapped from local enterprises as well as with global OTT''s, leveraging its added geographical strengths like direct connectivity, cost efficiencies and local presence in the Andean region. Masivian is primarily based in Colombia and Peru, which also presents an excellent near-shore talent

pool and operational hub for supporting customers in the Americas.

OMRMESSAGING

the "face of mobile

M.R Messaging FZE: As part of inorganic growth strategy in Europe and South Africa, during the year, your company, through Routesms Solutions FZE (wholly-owned subsidiary of the company) acquired 100% equity of M.R Messaging FZC, UAE (“MRM"). MRM is involved in the business of CPaaS (Communication Platform as a Service) solutions including A2P messaging, number lookup and 2-way messaging, offered to enterprises as well as aggregators, using its technology platform. MRM owns 100% of Mr Messaging (Holding) Limited (incorporated in Malta). The latter owns 100% of Mr Messaging Limited (incorporated in Malta), which in turn owns 100% of Mr Messaging South Africa (Pty) Limited. The acquisition will help deepen your Company''s business mainly in Europe and South Africa over the near term.

Audited Revenue of the Consolidated MRM for the financial year ended March 31,2022 was EUR 6,426,679 and Profit after tax for the period was EUR 1,271,428 (revenue for the post-acquisition period, from March 1, 2022 to March 31, 2022).

Interteleco International for Modern Communication Services: As part of inorganic growth strategy in GCC region, during the year, your company, through Routesms Solutions FZE (wholly-owned subsidiary of the company) acquired 49% (legal shareholding/effective ownership) along with additional 41% of economic & beneficial interest (including profits, dividends, voting and distributions) of Interteleco International for Modern Communication Services, Kuwait (“Interteleco"). This acquisition of Interteleco will help the Company establish direct presence in Kuwait and thus augment its business horizons and integrate its business verticals in Kuwait. For the year ended March 31, 2022, Interteleco generated a revenue of KWD 636,564 with a profit of KWD 88,420 (the financial details refer to the post-acquisition period, from December 1, 2021 to March 31, 2022).

Send Clean: During the year, the Company acquired through a Business Transfer Agreement (‘BTA'') with Sarv Webs Private Limited, Rajasthan, India (“Sarv") intellectual property (‘software'') and its associated identified customer contracts (‘business''), on a slump sale basis. Sarv provides an AI enabled cloud-based email platform, which enables enterprises to transmit transactional and promotional emails to their clients. The platform also provides extensive reporting and analysis dashboards, which enable enterprises to evaluate the performance of their customer outreach programs. Through this acquisition and by integrating

7. ESG Rating

During the year, we were assigned by ESG Risk AI (ESG Risk Assessments & Insights Limited) , an overall rating of ESG-RISK A, indicating that Route Mobile is an ESG leader based on its strength in data privacy & security, community support & development, board independence and ethical business practices.

8. Share Capital

Qualified Institutions Placement (''QIP''): During the year, on November 12, 2021, the Board approved the issue and allotment of 46,84,116 Equity Shares, to eligible QIBs at the issue price of ^1852 per Equity Share (including a premium of T1842 per Equity Share), which takes into account a discount of 4.99% to the floor price of T1949.24 per Equity Share, aggregating to ^867.50 Crores, pursuant to the qualified institutions placement (“QIP") in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR Regulations"). The QIP opened on November 8, 2021 and closed on

Sarv''s email communication technology with Route Mobile''s CxPaaS (Customer Experience Platform as a Service) platform, your Company would be enabled to deliver unified and unparalleled cloud based digital communication solutions to global enterprise clients. The acquisition uniquely positions Route Mobile to offer a completely customizable email interaction platform, in addition to A2P SMS, OTT messaging, voice and enhanced business messaging solutions for enterprises to strengthen their customer relationships across multiple touchpoints. Additionally, enterprises can gain actionable insights through intelligent automation and build simplified communication strategies for their customers at every stage of the service cycle.

November 12, 2021. The QIP saw interest from a mix of international and domestic investors. Several existing and new shareholders participated in the QIP and some of the largest investors in the QIP included inter alia, Steadview Capital Mauritius Limited, RBC Asia Pacific Ex-Japan Equity Fund, Kuber India Fund, HSBC Global Investment Funds - Asia Ex Japan Equity Smaller Companies, Societe Generale - ODI, Verdipapirfondet DNB Global Emerging Markets, Pinebridge Global Funds - Pinebridge Asia Ex Japan Small Cap Equity Fund, Pinebridge Global Funds -Pinebridge India Equity Fund.

Company''s issued and paid-up share capital in the beginning of the year was ^57,71,35,830 ( 57,71,35,83 shares of T10 each fully paid-up). During the year, the Company issued and allotted 6,45,889 equity shares of 10/- each, pursuant to exercise of stock options by the eligible participants of the Company and its subsidiary company, under the Route Mobile Employee Stock Option Plan 2017. Further, as mentioned above, the Company also allotted 46,84,116 Equity Shares of ^10 each fully paid-up pursuant to its maiden QIP.

Company''s Capital at the end of the year, i.e., as on March 31, 2022 was ^63,04,35,880 (63,04,35,88 shares of T10 each fully paid-up).

9. Details of utilization of funds & Statement of deviation(s) or variation(s)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/LODR'') there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated September 14, 2020, in respect of the Initial Public Offering of the Company. Your Company has appointed Axis Bank Limited as Monitoring Agency in terms of regulation 41(2) of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilization of IPO proceeds. The monitoring reports are filed with BSE & NSE where equity shares of the Company are listed as mandated under Regulation 32 (6) of the Listing Regulations every quarter. The Monitoring Agency Reports are available under Investors section on our website at www.routemobile.com.

Further, in respect of company''s maiden QIP on November 12, 2021, and Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/LODR'') there was no deviation/variation in the utilization of proceeds as mentioned in explanatory statement to the notice for the general meeting, in which approval for the QIP/Fund raising was accorded by the shareholders.

The NIL deviation reports, in respect of the IPO and QIP has been filed by the Company on a quarterly basis, with BSE & NSE where equity shares of the Company are listed.

10. Listing Fees

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

11. Dividend

Your Directors have recommended a final dividend of ^2/- per equity share of T10/- each (20%) for the financial year ended March 31, 2022. The record date for the purpose of Dividend is July 15, 2022. The total dividend for the financial year ended March 31, 2022, aggregates to ^5/- (Rupees five only) per equity share

of the face value of ^10/- (Rupees ten) each, including the interim dividend of ^3 (Rupees three only) per equity share as approved by the Board of Directors at their meeting held on January 27, 2022, which was paid thereafter. The dividend recommended is in line with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at https://www.routemobile.com/ corporate-policies.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961. An email communication (followed by a newspaper notice) informing the Shareholders regarding this change in the IT Act as well as the relevant procedure to be adopted by them to avail the applicable tax rate has been sent by the Company at the registered email IDs of the Shareholders. For more details in this regard, please refer to the ''Notes'' section of the Notice to the Annual General Meeting (“AGM").

12. Transfer to Reserves

The closing balance of the retained earnings (Excl. securities premium) of the Company for FY 2022, after all appropriation and adjustments was ^27.19 crore.

13. Deposits

The Company has not accepted any deposits during the FY 2021-22 and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

14. Highlights of Performance of Subsidiaries Companies

Your Company along with its subsidiaries and other group companies provide a wide range of cloud communication platform services to enterprises, over-the-top (“OTT") players and detection and traffic analytics, monitoring traffic and administration of SMS Firewall and a comprehensive 24/7 Managed Service and customer support solutions, back office & consultancy services.

In accordance with Section 136 of the Companies Act, 2013, (the "Act") the audited financial statements, including the consolidated financial statements and

related information of the Company and audited accounts of each of its subsidiaries, are available on our website at www.routemobile.com. A short description of business and performance of major subsidiaries are provided below:

Routesms Solutions FZE (‘Routesms FZE’):

Routesms FZE is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging and voice solutions. The Revenue of the company for FY 2021-22 stood at AED 12,42,22,028 (Previous Year: AED 7,93,03,050). Routesms FZE earned net profit for the year AED 23,659,721 (Previous Year: AED 12,777,105).

Route Mobile (UK) Limited (‘RML UK’): RML UK

is engaged in the business of inter alia providing technology services for mobile communications with a focus on messaging. The Standalone Gross Revenue of RML UK for FY 2021-22 stood at GBP 129,215,685 (Previous Year: GBP 97,086,414) and the Profit after Tax stood at GBP 7,807,354 (Previous Year: GBP 9,198,248).

365squared Ltd. (‘365squared’): 365squared is engaged in the business of inter alia providing technology services for mobile communications with a focus on SMS filtering, analytics and monetisation. 365analytics is a real time detection and traffic analytics software with an intelligence that is updated constantly based on our global intelligence. The Revenue of 365squared for FY 2021-22 stood at EURO 5,474,065 (Previous Year: EURO 7,041,731). 365squared earned a Profit after tax of EURO 2,317,611 (Previous Year: EURO 2,552,290).

Update on scheme of Arrangement between Subsidiary Companies: Board of Directors of Route Mobile Limited (the "Company"), has also during the year, approved the Scheme of Amalgamation ("Scheme") under the provisions of Section 234 read with Sections 230 to 232 of the Companies Act, 2013, by way of merger by absorption, of Start Corp India Private Limited ("Transferor Company") with Send Clean Private Limited (formerly known as Cellent Technologies (India) Private Limited) ("Transferee Company"). The Transferor and the Transferee Companies, are both Wholly-owned Subsidiaries ("WoS") of the Company. The said transaction is between the WoS of the Company and the Company is not directly involved in the merger. The merger is subject to the necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal, Mumbai Bench. In September 2016, Route Mobile Limited had bought 100% shares

of the Transferor Company from its shareholders and consequently, the Transferor Company became the wholly-owned subsidiary of Route Mobile Limited. In order to consolidate the business in one place and effectively manage the Transferor Company and Transferee Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances, rationalizing costs, it is intended that the Transferor Company be merged with the Transferee Company, which is also a wholly-owned subsidiary of the Route Mobile Limited. Both the companies are directly or indirectly in the same line of business activities and therefore, the merger will result into consolidation of entire operations of both the companies and will further simplify the group structure achieving business and administrative synergies, reducing administrative costs, avoiding duplication of efforts, economies of scale and attain efficiencies.

15. Consolidated Financial Statements

The Consolidated financial statements of the Company and its subsidiaries for FY 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon forms part of this Annual Report. Further, Pursuant to Section 129(3) of the Act, the report on the performance and financial position of the subsidiaries and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this report (Annexure 1).

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, (as applicable) are available on the Company''s website on https:// www.routemobile.com/investors.

The names of the Companies that have become or ceased to be subsidiaries during the year are disclosed in the annexure to this report (Annexure 2). Any Member desirous of inspecting or obtaining copies of the said Financial Statements may write to the Company Secretary at [email protected].

In compliance with the Regulation 13 of the SEBI (SBEBSE) Regulations, 2021, certificate(s) from the secretarial auditor, confirming implementation of RML ESOP 2017 & RML ESOP 2021 in accordance with the said regulation and in accordance with the resolution of the Company in the general meeting, will be available electronically for inspection by the Members during the annual general meeting of the Company.

The requisite disclosures under Regulation 14 of the SEBI (SBEBSE) Regulations, 2021 is uploaded on the Company''s website under Investors section and the same can be accessed at https://routemobile.com/ wp-content/uploads/2022/06/Information-under-SEBI-SBEBSE-2021.pdf.

18. Directors and Key Managerial Personnel

Re-appointment of Managing Director & Group CEO

Mr. Rajdipkumar Gupta was appointed as the MD & Group CEO of Route Mobile Limited (‘Company''/''Route Mobile'') by the Board of Directors at their meeting held on April 25, 2017, for a period of five (5) years effective May 1, 2017 till April 30, 2022, liable to retire by rotation, and the said appointment was approved by the Members at the Extra-Ordinary General Meeting held on May 1, 2017. Further, based on the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on January 27, 2022, approved the reappointment (including the terms of remuneration) of Mr. Rajdipkumar Gupta as the MD & Group CEO of the Company, liable to retire by rotation, for a further period of five (5) years effective May 1, 2022 through April 30, 2027, subject to approval of the Members. Subsequently, Mr. Rajdipkumar Gupta (DIN: 01272947) was re-appointed by the shareholders/ Members on March 23, 2022 (through postal ballot) as Managing Director and Group Chief Executive Officer (“MD & Group CEO”) of the Company, for a period of five (5) years effective from May 1, 2022 till April 30, 2027 (both days inclusive), liable to retire by rotation.

Retirement by Rotation and subsequent Reappointment

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every AGM. Hence,

16. Insurance

All the properties and operations of the Company, to its best judgement have been adequately insured. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, we have also procured a directors'' and officers'' liability insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

17. Employee Stock Option Plan

The Company has two Employee Stock Option Plans (“RML ESOP Plans”) as at March 31, 2022 viz. Route Mobile Limited Employee Stock Option Plan 2017 (“RML ESOP 2017”) and Route Mobile Limited - Employee Stock Option Plan, 2021 (“RML ESOP 2021”) (together referred as ‘Schemes''). The Schemes are administered by the Route Mobile Employee Welfare Trust. There are no material changes made to the above Schemes and these Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014] as replaced by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021]. During FY 2021-22, no employee was issued stock options equal to or exceeding 1% of the issued share capital of the Company at the time of grant. All the Options under RML ESOP 2017 are already vested which were purely time based vesting. 15,02,330 Options have been excercised and 2,06,170 Options remain unexcercised as on the date of this report.

The Company had launched RML ESOP 2021 in 2021 post its IPO & listing in 2020. In terms of RML ESOP 2021, not exceeding 28,00,000 Options are available for offer and grant by the Company to the eligible employees of the Company and that of its subsidiary companies. The Options vest in eligible employees of the Company with a mix of matrix viz. time based as well as on achieving certain performance matrices for select senior management employees. The Nomination and Remuneration Committee (''NRC'') has been authorised to determine the said matrices, & other terms and conditions relating to vesting including the proportion in which Options granted would vest. Under RML ESOP 2021, 7,41,220 Options have been granted during the year, to the eligible employees of the company including subsidiaries, all of which are unvested as on the date of this report.

in terms of Section 152 of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company, Mr. Rajdipkumar Gupta, Director (Managing Director & Group CEO) of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment. A brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulation, is forming part of the Notice of the ensuing AGM.

Appointment

The Board ofDirectors, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 149, 150, 152 and 161(1) of the Companies Act 2013 (“Act”) and Article 164 of the Articles of Association of the Company, had appointed Mr. Bhaskar Pramanik (DIN: 00316650) as Additional Director (Independent Director), w.e.f August 10, 2021, not being liable to retire by rotation, for a term of five (5) years up to August 9, 2026, subject to the approval of the Members. In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Directors requires approval of the members of the Company. Further, Regulation 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, effective January 1, 2022, provides that the appointment of an independent director of a listed entity, shall be subject to the approval of shareholders/members by way of a special resolution, including further Regulation 17(1C) of the ibid provides that approval of shareholders for appointment of a person on the Board of Directors should be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Additionally, Regulation 17 (1A) of the ibid also provides that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. In accordance with the above requirements, Mr. Bhaskar Pramanik''s appointment as Independent Director was approved by the Members on March 23, 2022 (through postal ballot) for a term of five (5) years up to August 9, 2026.

Statement Regarding Opinion of the Board with Regard to Integrity, Expertise and Experience (Including the proficiency) of the Independent Directors Appointed During the Year:

The Board of Directors ("Board") is of the opinion that Mr. Bhaskar Pramanik, who was appointed during the year as Independent Director of the Company, possess requisite qualifications, experience and a well- respected business leader who brings in a wealth of experience to the Board; he has the highest standards of integrity and his expertise in the field of technology, software, leadership experience in large multinational companies would add tremendous value to the Company.

The Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA''). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

Re-appointment of Independent Director

Mrs. Sudha Navandar was appointed as the Independent (Woman) Director of Route Mobile Limited by the Board of Directors at their meeting held on November 22, 2017, for a period of five (5) years effective from November 22, 2017 till November 21, 2022, and the said appointment was approved by the Members at the Extra-Ordinary General Meeting held on December 4, 2017. Based on the recommendation of the Nomination and Remuneration committee the Board at its meeting held on May 18, 2022 approved the reappointment of Mrs. Sudha Navandar (DIN: 02804964) as a Non-Executive Independent (Woman) Director for the second term from November 22, 2022 to November 21, 2027, not liable to retire by rotation, subject to the approval of the shareholders /Members of the Company. Mrs. Sudha Navandar has confirmed that she meets the criteria of ''independence'' under Section 149 of the Companies Act, 2013 and Regulation 16 of Listing Regulations. Mrs. Navandar complies with the requirements of Stock Exchange circulars NSE/CML/2018/24 and BSE/LIST /COMP /14/2018-19, both dated June 20, 2018. A brief profile, nature of expertise, details of directorships held in other companies of the Director proposed to be re-appointed, along with her shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the LODR, is forming part of the Notice of the ensuing AGM.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Re-designation:

Mr. Rathindra Das was re-designated as Group Head -Legal, Company Secretary & Compliance Officer with effect from December 6, 2021. Apart from acting as compliance officer of the company, Mr. Das would oversee the group-wide legal & compliance functions for various subsidiaries of the company spread across the globe.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company; there has been no change in the KMPs of the Company during the year:

1. Mr. Rajdipkumar Gupta, Managing Director & Group CEO.

2. Mr. Suresh Jankar, Chief Financial Officer.

3. Mr. Rathindra Das, Group Head - Legal, Company Secretary & Compliance Officer.

19. Remuneration policy

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and senior management personnel; the policy also lays down the parameters for selection of candidates for appointment to the said positions, which has been approved by the Board. The policy on remuneration of Directors, Key Managerial Personnel is provided in the Corporate Governance section which forms part of this Report and is also available on the website of the Company and can be accessed at https://routemobile. com/corporate-policies/ and attached as Appendix 1.

20. Declarations by Independent Directors

The Company has received declarations from all Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they continue to meet the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulation. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct of Board of Directors and Senior Management Personnel.

21. Committees of Board, Meetings of the Board and Board Committees

The Board currently has Five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, and the Risk Management Committee. Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The Company also has a fund-raising committee (non-statutory) to deal with the matters relating to raising of funds.

During the year under review, the Board met ten (10) times to transact various affairs of the Company. A detailed update on the Board, its composition, including synopsis of terms of reference of various Board Committees, number of Board and Committee meetings held during FY 2021-22 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

22. Human Capital

Our people are critical to the successful delivery of our strategy. It is essential that they are engaged and embrace our purpose and core values.

While the challenges of the COVID-19 was still on in the first half of the year, employee health and well- being was of primary importance to us. Hence employees continued to work from home during this period. To ensure that all our employees were vaccinated, vaccination drives were conducted which were sponsored by the Company for the employees and their immediate family members. Through out the year we focused on a number of areas to ensure that our people were highly motivated and we remained focused on their well being. Despite the challenging times, we ensured that the productivity and engagement levels of our workforce remained unhindered.

During the lockdown, the end-to-end process from sourcing, recruiting, onboarding and welcoming talent continued to be delivered virtually by our recruitment teams, hiring managers and this continued until the mid of 2021. We also limited the hiring to positions that were viewed as critical to the organization''s success and future growth.

We currently operate out of 21 locations worldwide and have a workforce that consist of multiple nationalities. We are proud to have a workforce representing a multitude of nationalities, with different ethnicities, races, sexual orientations, gender identities, heritages and cultures.

The talent management processes contribute to the strategic priorities of the organization by driving high performance across the organization. Our talent differentiation is solely based on results. Our Rewards Programmes are closely linked to the performance outcomes. Career growth is based on sustained high performance. We believe values and performance must go hand in hand.

Our work culture enables continuous dialogue with our employees. We actively listen to their needs, aspirations and ambitions, making their voices heard and their inputs valued, and thereby facilitating an open channel for two-way communication. We consciously seek feedback on any organizational changes and keep our employees adequately informed to ensure smooth transition.

A sustained commitment to Diversity and Inclusion remains at the heart of our strategy. In fiscal 2022, we continued to invest in initiatives and partnerships designed to increase awareness of our opportunities and generate interest in a career within the space, we operate in amongst a more diverse range of candidates. Our commitment to diversity and inclusion goes beyond Human Resources and is a part of the organizations Environmental, Social and Corporate Governance (ESG) strategy.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report (Annexure 3).

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. However, in terms of first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. If any Member is interested in obtaining a copy thereof, such Member may write

to the Company Secretary, where upon a copy would be sent. None of the employees identified per above Rules is related to any Director of the Company.

23. Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Our quality management system certified by KVQA Certification Services Private Limited complies with ISO 9001:2015 while our information security management system is certified by KVQA

Certification Services Private Limited as ISO/IEC 27001:2013 compliant. We have also achieved the Capability Maturity Model Integration (CMMI) Level 5 Certification through GAAFS and QCAS Certifications Inc.

24. Board Diversity and Policy on Director’s Appointment and Remuneration

Cultural diversity through representation of individuals with distinctly different group affiliations of cultural significance based on race, ethnicity and nationality is one of the most important attributes of top management diversity. Respect for gender equality and transparency on social, environmental, and economic factors have been widely recognized as essential components of corporate governance at RML. We believe that a diverse board will take a more balanced view and pay greater attention to social responsibility and stakeholder concerns. There are two categories of diversity; one that is observable or visible such as race, ethnic background, nationality, gender and age, and another is less visible (educational, functional and occupational background, industry experience and organizational membership). At RML, our diversity policy aims at balancing both visible and less visible features of diversity and further ensuring that women have representation on governance and decision-making bodies such as committees that engage with the local community. At RML the commitment to diversity flows down from board to executive levels; rapid expansion coupled with shifting workforce demographics and the increasing internationalization of businesses during the past two decades have resulted in important changes in the cultural composition of senior management cadre as well. Our commitment to inclusion and equality for women is embedded into the core of our operating philosophy. It is an integral part of our mission to attract, retain, and develop the most talented and qualified people in world. Best-in-class flexibility

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

29. Internal Financial Controls, their adequacy and Internal Auditors

Under applicable laws, Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to management and the board of directors regarding preparation of reliable published financial statements and safeguarding of the company''s assets. Company''s internal control over financial reporting is a process designed by, or under the supervision of, the Company''s principal executive and principal financial officers, or persons performing similar functions, and effected by the company''s board of directors and audit committee to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Companies Act, 2013 and Listing Regulations as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. The Board has reappointed M/s Pipalia Singhal & Associates, Chartered Accountants, Mumbai as the Internal Auditor of the Company for FY 2022-23 to conduct the internal audit.

30. Particulars of contracts or arrangements with Related Parties

All contracts/arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. The Company has put in place a mechanism for certifying the related party transactions statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant firm (confirming ordinary course of business and arm''s length basis).

and parental-leave programs, inclusive leadership etc. form the core of our efforts in ensuring both men and women are able to balance a full life with an exceptional career. The policy on ‘Nomination and Remuneration'' and ‘Board Diversity'' adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / reappointment as a Director or as KMP, with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin. The Board Diversity policy is available on the Company''s website at https://routemobile.com/corporate-policies/

25. Board Evaluation

Strengthening board effectiveness is a high priority for us and their shareholders. Robust evaluation processes provide an important conduit for change as companies require new skills, perspectives and strategies over time. At Route Mobile, the evaluation is in the form of a survey, Independent Directors'' exclusive meeting to discuss board affairs, focusing director introspection on actual board, committee and director performance compared to agreed-upon board, committee and director performance goals, company integrity, reputation and culture objectives and requirements and Nomination Committee''s inputs before final outcomes are placed at board meeting. During the year, the overall conclusion was that the Board worked well and continued to function in an open and collaborative way with a high level of trust and respect. The Board of Directors agreed that no further follow-up was required.

A note on the Board evaluation process undertaken and familiarisation programme adopted by the company for orientation and training of the Directors in compliance with the provisions of the Companies Act, 2013 and the Listing Regulation is provided in the Report on Corporate Governance, which forms part of this Report.

26. Remuneration to Managing Director / Whole - Time Director from Holding or Subsidiary Companies

In terms of Section 197 (14) of the Companies Act, 2013, remuneration paid to our Managing Director during the FY 2021-22 from subsidiary company viz. Route Mobile (UK) Limited was GBP 48,000.

27. Auditors & Audit Reports

• The Company has received the Practicing Company Secretary''s certificate on corporate

governance for FY 2021-22. The certificate does not contain any qualification, reservation or adverse remark.

• The Secretarial Audit Report for FY 2021-22 does not contain any qualification, reservation or adverse remark.

• The Statutory Auditors'' Report for FY 2021-22 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• Cost records and cost audit: Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

28. Statutory Auditors

Members of the Company at the Extra-Ordinary General Meeting (‘EGM'') held on Tuesday, April 18, 2017, had approved the appointment of Walker Chandiok & Co LLP, Chartered Accountants (‘WCC''), as the Statutory Auditors of the Company for a period of five (5) years commencing from the conclusion of the Annual General Meeting (''AGM'') held on September 22, 2017 until the conclusion of 17^th Annual General Meeting of 2021.

M/s Walker Chandiok & Co LLP, Chartered Accountants, was eligible for re-appointment and the Board of Directors, on the recommendation of the Audit Committee, proposed the re-appointment of Walker Chandiok & Co LLP, Chartered Accountants (‘WCC''), as the Statutory Auditors of the Company for a second term of five (5) years commencing from the conclusion of the 17^th Annual General Meeting held on August 5, 2021 until the conclusion of 22^nd Annual General Meeting of the Company to be held in the year 2026. Accordingly, M/s Walker Chandiok & Co LLP, Chartered Accountants were re-appointed by the shareholders at the 17^th Annual General Meeting held on August 5, 2021.

WCC has audited the books of accounts of the company for the Financial Year ended March 31, 2022 and have issued the Auditors'' Report thereon. The Auditors'' Report for FY 2021-22 does not contain any qualification, reservations, or adverse remark. The said report for the financial year ended March 31, 2022 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Further, all related party transactions were undertaken with approval of the Audit Committee. Disclosure of Transactions, (None for FY 2021-22), with Related Parties referred to in section 188(1), as prescribed in AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 4. Details of other related party transactions have been included in Note 38 to the standalone financial statements. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company, except as disclosed in the financial statements. The Board in its meeting held on May 18, 2022 considered and approved amendments to the Related Party Transactions Policy in line with the recent amendments in the Listing Regulations. The updated Policy on the Related Party Transactions is available on the Company''s website at https://routemobile. com/corporate-policies/ During FY 2021-22, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

31. Transfer of Equity Shares, Unpaid/ Unclaimed Dividend to the IEPF

Pursuant to the Section 124 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. In terms of the IEPF Rules, your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

32. Secretarial Audit

Pursuant to section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co., Practicing Company Secretaries, (CP 8978; FCS

8021) to conduct secretarial audit for the financial year 2021-22. The Report of the Secretarial Auditor is annexed to this report (Annexure 5). The report of the Secretarial Auditor for the financial year 2021-22 does not contain any qualification, reservation or adverse remark. The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co., Practicing Company Secretaries, (CP 8978; FCS 8021) to conduct the secretarial audit for the financial year 2022-23. They have confirmed their eligibility for the appointment.

33. A. Risk Management

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. The Company has duly approved a Risk Management Plan. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. Risk Management Plan is available on the website of the Company at https://routemobile.com/ corporate-policies/.

The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment.

B. Cyber Security

Technology helps us to save energy and resources, simultaneously, placing us at the front line in the war against power cybercriminals. It is worth noting that the COVID-19 pandemic has had an enormous impact on the cybersecurity of institutions and businesses bringing about the proliferation of cyberattacks on unprecedented scale. The global rise in cyberattacks and the professional nature of the hacks launched by cyber-criminal organisations are presenting enterprises with the challenge of

developing, implementing and constantly reviewing security strategies. Guidelines for management and the organisation of corporate security are developed within the company. Business Continuity Management (BCM) ensures that all critical business processes can be continued or promptly restored in case of internal or external incidents. In case of significant cybersecurity incidents, Route Mobile is able to deploy emergency and crisis teams. The company takes all necessary organisational measures to ensure that all incidents that could have a negative impact on the IT environment are dealt with in a timely manner. RML runs companywide information security governance structure that enables the effective management of potential risks and incorporates security and privacy controls into our information systems and services. RML has been running a mandatory cybersecurity awareness program for all employees, thereby promoting cybersecurity awareness across the company. This awareness program includes online training, awareness posters on display at RML work places, as well as email notifications on diverse topics such as phishing, travel security, URL security, email security. RML has a Business Continuity plan and Disaster Recovery plan (‘BCDRP''); It describes the procedures associated with recovery of IT services and support of the recovery of any of RML Client''s environment. As messaging is a key component for communication, ensuring uptime of the platform (SMS ) for internal and external stakeholder communication is paramount. In the event of any disaster or failure, RML follows best practices to ensure necessary work arounds are in place to avoid disruption of business. For clients within the Americas, our primary Data Center is located in Chicago, Illinois. Additional Data Centers are located in the U.K., Malta, India, and Singapore to ensure regional data security compliance. This BCP establishes procedures to recover the SMS system following a disruption and provide protection or alternative modes of operation for those activities or business processes which, if they were to be interrupted, might otherwise bring about a damaging loss to Clients. As a GSMA Associate Member and accredited Open Solution Connectivity Provider (SMS Hub), the company is ISO 9001:2000, 27000:2013 certified and complies with global best practices and GSMA standards and requirements of SMS interworking, security & accounting. Organizational and Technical controls are implemented to ensure compliance with GDPR.

34. Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

35. Whistle Blower Policy: Vigil mechanism

The purpose of the whistleblowing mechanism is to strike a balance between law and morality by forcing employees to recognize their societal responsibilities. Whistle-blowing is a crucial mechanism in the struggle for integrity and for public interest. Indeed, significant risks and costs are associated with whistle-blowing, specifically for employees whose statutory duty is to report wrongdoing based on their access to privileged information linked to the management of public policies. This is especially the case in the absence of a whistle-blowing protection law safeguarding the rights of this specific class of employees. It is mandated by Section 177 of the Companies Act, 2013 and Companies Rules 2014 and further Regulation 22 of the Listing Regulations, that every listed business establishes a surveillance mechanism for directors and employees to report any frauds or misappropriations in a stipulated manner. It is affirmed that no person has been denied access to the Audit Committee. The Board on a yearly basis is presented an update on the whistle- blower policy. Whistle Blower policy is available on the website of the Company at https://routemobile.com/corporate-policies/ The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company''s WhistleBlower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any, of such information.

36. Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

At RML, we strive to create an open and safe workplace where employees feel safe and protected to contribute to the best of their abilities, irrespective of gender and sexual preferences. The Company has zero tolerance towards sexual harassment at the workplace and

has implemented a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘Act'') and the Rules made thereunder. Under the said Act, Internal Complaints Committee has also been constituted. During the year under review, the Company did not receive any complaint of sexual harassment.

37. Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

38. Corporate Social Responsibility

The objective of the Company''s Corporate Social Responsibility (‘CSR'') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. Your Company has set up “Route Mobile Foundation for Education and Sports” to carry out its CSR efforts. The Foundation focuses on improving the quality of life and engaging communities through health, education, livelihood, sports and infrastructure development. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company https://routemobile.com/investors/ The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act'') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, effective January 22, 2021 (hereinafter “CSR Rules”), is annexed to this report (Annexure 6).

39. Other Disclosures

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees;

• There was no revision in the Financial Statements.

• None of the Directors or KMPs of the Company have resigned during the year under review

f. That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

41. Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2022 is uploaded on the website of the Company and can be accessed at https://routemobile.com/wp-content/ uploads/2022/06/Annual-Return-FY-2021-22.pdf.

42. Significant and material orders passed by the Regulators or Court

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

43. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure 7.

44. Corporate Governance

Pursuant to the Listing Regulations, the Report on Corporate Governance for the year under review, is presented in a separate section, forming part of the Annual Report. A certificate from Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co., Practicing Company Secretaries, (CP 8978; FCS 8021), confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, also forms part of the Corporate Governance Report.

45. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. As required under the provisions of the Listing Regulations, the audit Committee of the Company has reviewed the management discussion and analysis report of the Company for the year ended March 31, 2022.

except Mr. Ramachandran Sivathanu (DIN: 07613555), has stepped down from the position of the “Independent Director” of the Company with effect from August 27, 2021;

• There has been no change in the nature of business carried out by the Company;

• The Company has not failed to implement any corporate action during the year under review;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

40. Directors’ Responsibility Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Accordingly, pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared on a going concern basis;

e. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

46. Business Responsibility and Sustainability Report (BRSR)

In terms of amendment to regulation 34 (2) (f) of Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, SEBI has introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). SEBI further vide circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued a guidance note on the new reporting requirements under BRSR. Per this circular, the BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct'' (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. SEBI further provided that the listed entities already preparing and disclosing sustainability reports based on internationally accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-reference the disclosures made under such framework to the disclosures sought under the BRSR. In terms of the aforesaid amendment, with effect from the financial year 2022-2023, filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization) and shall replace the existing BRR. Filing of BRSR is voluntary for the financial year 2021-22.

Your company has already started publishing a standalone Sustainability Report from FY 202021 onwards. Further, your Company has also voluntarily prepared the Business Responsibility and Sustainability Report (BRSR) a year before the mandate by SEBI in May 2021 for the top 1,000 listed companies (by market capitalization) to report on BRSR by FY23. BRSR has been appended herewith as Annexure 8.

47. Sustainability Report

Company''s inaugural Sustainability Report published last year outlined our commitment to reduce GHG emission and extend benefits of corporate achievements to the under privileged sections of our community. This year''s report, which has been prepared in accordance with GRI-Core Option also contains our identification of the complementary UN sustainability development goals (SDGs). Company''s sustainability report is available on the website of the Company at https://routemobile.com/wp-content/ uploads/2022/06/Sustainability-Report-FY-2021-22. pdf.

48. Cautionary Statement

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, projections, outlook, expectations, estimates, etc. may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions, mobile operators pricing and other business policies, changes in government regulations and tax laws, overall economic growth rate, economic developments within India and the countries within which the Company conducts business etc. We undertake no obligation to update any forwardlooking statements made in this Annual Report to reflect events or circumstances after the date of this Report except as required under applicable laws.

49. Acknowledgements

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended to the Company during the year. Your Directors also thank the Government of India, Government of various States in India and concerned government departments/ agencies like the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI) for their co-operation and look forward to their continued support in the future. Your Directors appreciate and value the contributions made by every member of Route Mobile family.

For and on behalf of the Board of Directors

Sandipkumar Gupta Place: Mumbai

Chairman Date: May 18, 2022