Notes to Accounts of Route Mobile Ltd.

Mar 31, 2025

(xx) Provisions, contingent liabilities and
contingent assets

Provisions are recognised when the
Company has a present (legal or
constructive) obligation as a result of past
events, for which it is probable that an
outflow of resources will be required to
settle the obligation and a reliable estimate
of the amount can be made. Provisions
required to settle are reviewed regularly and
are adjusted where necessary to reflect the
current best estimates of the obligation.
Provisions are discounted to their present
values, where the time value of money
is material.

Contingent liability is disclosed unless
the likelihood of an outflow of resources is
remote and there is a possible obligation or
a present obligation that may, but probably
will not, require an outflow of resources.

Contingent assets are disclosed only when
inflow of economic benefits therefrom
is probable and recognise only when
realisation of income is virtually certain.

(xxi) Earnings per share

Basic earnings per share is calculated by
dividing the net profit or loss for the year
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the year.

For the purpose of calculating diluted
earnings per share, the net profit or loss for
the year attributable to equity shareholders
and the weighted average number of shares
outstanding during the year are adjusted
for the effects of all dilutive potential
equity shares.

(xxii) Segment reporting

An operating segment is a component of
the Company that engages in business
activities from which it may earn revenues
and incur expenses, including revenues and
expenses that relate to transactions with any
of the Company’s other components, and
for which discrete financial information is
available. All operating segments’ operating
results are reviewed regularly by the Chief
Operating Decision Maker (CODM) to make
decisions about resources to be allocated to
the segments and assess their performance.
Based on such assessment, the Company
currently has only one operating segment
and two geographical segments viz.
Domestic Market and International Market.

(xxiii) Share-based payments

Share-based compensation benefits are
provided to employees via the "ROUTE
MOBILE LIMITED", Employee Stock Option
Plan 2017 and 2021 (the ‘ESOP scheme’).
The fair value of options granted under the
ESOP scheme is recognised as an employee
benefits expense with a corresponding
increase in equity. The total amount to be
expensed is determined by reference to the
fair value of the options granted:

• including any market performance
conditions (e.g., the entity’s share price)

• excluding the impact of any service
and non-market performance vesting
conditions (e.g. profitability, sales
growth targets and remaining an
employee of the entity over a specified
time period), and

• including the impact of any non-vesting
conditions (e.g. the requirement for
employees to serve or hold shares for a
specific period of time).

The total expense is recognised over the
vesting period, which is the period over
which all of the specified vesting conditions
are to be satisfied. At the end of each
period, the entity revises its estimates of
the number of options that are expected
to vest based on the non-market vesting
and service conditions. It recognises the
impact of the revision to original estimates,
if any, in profit or loss, with a corresponding
adjustment to equity.

The Company has created a Route Mobile
Employee Welfare Trust (ESOP Trust) for the
implementation of the said ESOP scheme.
The Company allots shares to ESOP Trust.
The Company treats the ESOP trust as its
extension and shares held by ESOP Trust
are treated as treasury shares.

(xxiv) Treasury shares (Shares held by the
ESOP Trust)

The Company uses the ESOP Trust as a
vehicle for distributing shares to employees
under the employee remuneration schemes.

The Company treats ESOP trust as its
extension and shares held by ESOP Trust
are treated as treasury shares. Share
options exercised during the reporting
period are satisfied with treasury shares.
The consideration paid for treasury
shares including any directly attributable
incremental cost is presented as a
deduction from total equity, until they are
cancelled, sold or reissued. When treasury
shares are sold or reissued subsequently,
the amount received is recognised as an
increase in equity, and the resulting surplus
or deficit on the transaction is transferred
to/from retained earnings.

Note:

(i) During the financial year 2023-24, Proximus Opal S.A. entered into a share purchase agreement ("SPA") dated 17
July 2023 with all the promoters and members of the promoter group of the Company (hereinafter, referred to as the
"Sellers"). During the quarter 30 June 2024, the requisite regulatory formalities pertaining to the aforementioned
transaction has been consummated and with effect from 8 May 2024, Opal was holding 52,183,089 equity
shares (corresponding to 83.11% of the total equity share capital of the Company). Further, in compliance with the
minimum public shareholding requirement, as mandated under Securities Contract (Regulation) Rules 1957, read
with Regulation 38 of the SEBI LODR, the Acquirer has sold equity shares through open market transaction and
offer for sale, resulting in bringing down their shareholding to 74.90%.

(c) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of H 10 each. Each holder of equity
shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive
any of the remaining assets of the Company after distribution of all preferential amounts and the
distribution will be in proportion to the number of equity shares held in the Company.

B. Nature and purpose of reserves

(i) Retained earnings

Retained earnings represents the profits earned by the Company till date, less any transfers to
general reserve, dividends or other distributions paid to shareholders.

(ii) Securities premium

Securities premium is credited when shares are issued at premium. These reserves are utilised in
accordance with the provisions of the Companies Act, 2013.

(iii) Share options outstanding

This represents fair value of the stock options granted to eligible employees of the Company. The
reserve will be utilised on exercise of the options.

(iv) Capital redemption reserve

In accordance with Section 69 of the Companies Act, 2013, the Company creates capital
redemption reserve equal to the nominal value of the shares bought back as an appropriation from
securities premium.

I. Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date.

This section explains the judgements and estimates made in determining the fair values of the
financial instruments that are (a) recognised and measured at fair value and (b) measured at
amortised cost and for which fair values are disclosed in the financial statements. To provide an
indication about the reliability of the inputs used in determining fair value, the Company has
classified its financial instruments into the three levels prescribed under the accounting standard.
An explanation of each level is given below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For
example, listed equity instruments that have quoted market price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example,
traded bonds, over-the- counter derivatives) is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included
in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for unlisted equity securities, contingent
consideration and indemnification asset included in level 3.

II. Valuation techniques and significant unobservable inputs

The fair value of cash and cash equivalents, bank balances other than cash and cash equivalents,
trade receivables, loans, trade payables and other financial assets and liabilities approximate their
carrying amount largely due to the short-term nature of these instruments.

34 Financial risk management

The Company''s principal financial liabilities comprises of trade payables, lease liabilities and other
payables. The main purpose of these financial liabilities is to finance the Company’s operations. The
Company’s principal financial assets include loans, current investments, trade and other receivables,
cash and cash equivalents and other bank balances.

The Company''s activities expose it to credit risk, liquidity risk and market risk. The Company''s risk
management assessment and policies and processes are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and
compliance with the same. Risk assessment and management policies and processes are reviewed
regularly to reflect changes in market conditions and business activities.

A Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt
according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk
of default and the risk of deterioration of credit worthiness as well as concentration of risks. The
financial instruments that are subject to concentration of credit risk principally consists of trade
receivables, current investments, loans, cash and bank balances and bank deposits.

The trade receivables of the Company are typically non-interest bearing un-secured customers. The
customer base is widely distributed both economically and geographically.

Credit risk is controlled by analysing credit limits and credit worthiness of the customer based on
their financial position, past experience and other factors, on continuous basis to whom the credit
has been granted after obtaining necessary approvals for credit.

The credit limit policy is established considering the current economic trends of the industry in
which the Company is operating.

The Company measures the expected credit loss of trade receivables based on historical trend,
industry practices and the business environment in which the entity operates, accordingly, provision
is created.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor
failing to engage in a repayment plan with the Company. Where loans or receivables have been
written off, the Company continues to engage in enforcement activity to attempt to recover the
receivable due. Where recoveries are made, these are recognised as income in the statement of
profit and loss.

Bank balances and deposits are held with only high rated banks and majority of other security
deposits are placed majorly with government agencies.

B Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash
and collateral obligations on time or at reasonable prices. The Company’s objective is to maintain
optimum levels of liquidity and to ensure that funds are available for use as per requirement.

The liquidity risk principally arises from obligations on account of following financial liabilities viz.
trade payables and other financial liabilities.

The Company’s corporate finance department is responsible for liquidity, funding and settlement.
In addition, processes and policies related to such risks are overseen by senior management.
Management monitors the Company’s net liquidity position through rolling forecasts on the basis
of expected cash flows.

The table below summarises the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments at each reporting date:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises two types of risk: Foreign currency risk
and price risk. The Company''s exposure to market risk is primarily on account of foreign currency
exchange rate risk.

(i) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions in
several currencies through its sales in overseas markets and purchases from overseas suppliers
in various foreign currencies. Foreign currency exchange rate exposure on overseas sales is
partly balanced by purchasing of services in the respective currencies.

The Company is exposed to price risk from its investment in mutual funds classified in the
balance sheet at fair value through profit and loss.

To manage its price risk arising from the investment, the Company has invested in the mutual
fund after considering the risk and return profile of the mutual funds i.e. the debt profile of the
mutual fund indicates that the debt has been given to creditworthy banks and other institutional
parties and equity investment is made after considering the performance of the stock.

35 a) Capital management

The Company’s objectives when managing capital are to

- safeguard their ability to continue as a going concern, so that they can continue to provide
returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.

In order to maintain the capital structure, the Company monitors the return on capital, as well as
the levels of dividends to equity shareholders. The Company is not subject to externally imposed
capital requirements.

The Company monitors capital on the basis of the gearing ratio, however there is no outstanding
debt as on 31 March 2025 and 31 March 2024.

B) Provident fund

The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to
inclusion of certain allowances within the scope of "Basic wages" for the purpose of determining
contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions
Act, 1952. The management, based on legal advice, is of view that the applicability of the judgement
to the Company, with respect to the period and the nature of allowances to be covered due to
interpretation challenges, and resultant impact on the past provident fund liability, cannot be
reasonably ascertained.

C) The Company has provided letter committing continuing financial support to its subsidiary, Route
Mobile Pte. Ltd. to enable it to meet its day to day obligation/commitment; to the extent this entity
may be unable to meet its obligations.

II Defined benefit plans:-

The Company provides for gratuity benefit under a defined benefit retirement scheme (the "Gratuity
Scheme”) as laid out by the Payment of Gratuity Act, 1972 of India covering eligible employees.
Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using
the Projected Unit Credit Method by an independent actuary in accordance with Indian Accounting
Standard-19, ‘Employee Benefits’. The Gratuity Scheme is a non-funded scheme and the Company
intends to discharge this liability through its internal resources.

(h) Risk exposure:

Valuation are based on certain assumptions, which are dynamic in nature and may vary over time.

As such valuations of the Company is exposed to follow risks -

(a) Salary increase: Higher than expected increases in salary will increase the defined
benefit obligation.

(b) Investment risk: Since the plan is unfunded then asset liabilities mismatch and actual investment
return on assets lower than the discount rate assumed at the last valuation date can impact the
defined benefit obligation.

(b) Discount rate: The defined benefit obligation calculated use a discount rate based on
government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

(c) Mortality and disability: If the actual deaths and disability cases are lower or higher than
assumed in the valuation, it can impact the defined benefit obligation.

(d) Withdrawals: If the actual withdrawals are higher or lower than the assumed withdrawals
or there is a change in withdrawal rates at subsequent valuations, it can impact defined
benefit obligation.

IPO proceeds which remain unutilised as at 31 March 2025 were temporarily invested/parked in deposits
with scheduled commercial banks

45 Funds amounting to H 86750 crores raised by the Company pursuant to a Qualified Institutional
Placement (QIP) in the previous years are being duly utilised as per the objects stated in the placement
document and the unutilised amount from the aforementioned QIP has been temporarily invested in
fixed deposits with scheduled commercial banks as on 31 March 2025.

46 Audit Trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the
proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts)
Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its
books of account, shall use only such accounting software which has a feature of recording audit trail of
each and every transaction, creating an edit log of each change made in the books of account along with
the date when such changes were made and ensuring that the audit trail cannot be disabled.

The audit trail feature was not enabled at the database level to log any direct data changes for accounting
software, Odoo and the server Platform, used for maintenance of all accounting records by the Company.
Audit trail (edit log) is enabled at the application level.

Further, the Company’s payroll processing is outsourced to third party service provider. The Company
has obtained the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their
Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance
Reports on Controls at a Service Organisation) for the year ended 31 March 2025. However, the service
auditor has not specifically covered the maintenance of audit trail at database level in line with the
requirement by MCA.

The audit trail has been prepared by the company as per statuory requirments for record retention
except at databse level.

48 Segment reporting

In accordance with Indian Accounting Standard (IndAS) 108, "Operating Segments", segment information
has been given in the consolidated financial statements of Route Mobile Limited, and therefore, no
separate disclosure on segment information is given in these standalone financial statements.

Notes to the standalone financial statements including material accounting policy information
and other explanatory information

as at and for the year ended 31 March 2025

(C in crores, unless otherwise stated)

49 Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or
pending proceedings for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off under Section 248 of the
Act or Section 560 of the Companies Act, 1956.

(iii) The Company does not have any charges or satisfaction of charges which is yet to be registered with
Registrar of Companies beyond the statutory period.

(iv) The Company has not traded or invested in crypto currency or virtual currency during the
financial year.

(v) The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the
Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not have any such transaction which is not recorded in the books of account that has
been surrendered or disclosed as income during the year in the tax assessments under the Income-tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or
government or any government authority.

(ix) The Company has not revalued its property, plant and equipment (including right-of-use asset) or
intangible asset or both during the current or previous year.

(x) The Company has not entered into any scheme of arrangement interms of Section 230 to 237 of the
Actwhich has an accounting impact on current or previous financial year.

(xi) The Company has complied with the number of layers prescribe under clause (87) of Section 2 of
the Act read with Companies (Restriction on number of Layers) Rules 2017

50 Figures of the previous year has been re-grouped/re-arranged wherever necessary. The impact of the
same is not material to the users of financial statement.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Route Mobile Limited

Firm Registration No.: 001076N/N500013

Rajni Mundra Mark James Reid Rajdipkumar Gupta

Partner Chairman Managing Director

(Membership No.: 058644) (DIN No. 10498698) (DIN No. 01272947)

Rajeshwar Singh Gill

Group CFO

Suresh Jankar Rathindra Das

Chief Financial Officer Company Secretary

(Membership No.: F12663)

Place: Mumbai Place: Mumbai

Date: 7 May 2025 Date: 7 May 2025

---

Mar 31, 2024

(xx) Provisions, contingent liabilities and contingent assets

Provisions are recognized when the Company has a present (legal or

constructive) obligation as a result of past events, for which it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions required to settle are reviewed regularly and are adjusted where necessary to reflect the current best estimates of the obligation. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed unless the likelihood of an outflow of resources is remote and there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

Contingent assets are disclosed only when inflow of economic benefits therefrom is probable and recognize only when realization of income is virtually certain.

(xxi) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted

for the effects of all dilutive potential equity shares.

(xxii) Business combinations

Business combinations are accounted for using the acquisition method as per Ind AS 103, Business combinations. The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities assumed at the date of acquisition, which is the date on which control is transferred to the Company. Identified assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition. Transaction costs that the Company incurs in connection with a business combination such as stamp duty, legal fees, due diligence fees and other professional and consulting fees are expensed as incurred.

The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill.

(xxiii) Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segments and assess their performance. Based on such assessment, the Company currently has only one operating segment and two geographical segments viz. Domestic Market and International Market.

(xxiv) Share based payments

Share-based compensation benefits are provided to employees via the "ROUTE MOBILE LIMITED”, Employee Stock Option Plan 2017 and 2021 (the ‘ESOP scheme’). The fair value of options granted under the ESOP scheme is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

• including any market performance conditions (e.g., the entity’s share price)

• excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and

• including the impact of any non-vesting conditions (e.g. the requirement for employees to serve or hold shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

The Company has created a Route Mobile Employee Welfare Trust (ESOP Trust) for implementation of the said ESOP scheme. The Company allots shares to the ESOP Trust. The Company treats the ESOP trust as its extension and shares held by ESOP Trust are treated as treasury shares.

(xxv) Treasury shares (Shares held by the ESOP Trust)

The Company uses the ESOP Trust as a vehicle for distributing shares to employees under the employee remuneration schemes.

The Company treats ESOP trust as its extension and shares held by ESOP Trust are treated as treasury shares. Share options exercised during the reporting period are satisfied with treasury shares. The consideration paid for treasury shares including any directly attributable incremental cost is presented as a deduction from total equity, until they are cancelled, sold or reissued. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/ from retained earnings.

(c) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of '' 10 each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts and the distribution will be in proportion to the number of equity shares held in the Company.

(e) Shares reserved for issue under options:

For details of shares reserved for issue under the employee stock option plan (ESOP), refer note 43

(f) Ordinary shares allotted as fully paid pursuant to contract(s) without payment being received in cash during the period of immediately preceding five years: Nil

(g) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared aggregate number and class of shares allotted as fully paid-up by way of bonus share: Nil

(h) Aggregate number and class of shares bought back during the year of immediately preceding five years:

861,021 equity shares were bought back by the Company during the year ended 31 March 2023. Refer note 50.

(ii) Securities premium

Securities premium is credited when shares are issued at premium. These reserves are utilised in accordance with the provisions of the Companies Act, 2013.

(iii) Share options outstanding

This represents fair value of the stock options granted to eligible employees of the Company. The reserve will be utilised on exercise of the options.

(iv) Capital redemption reserve

In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from securities premium.

I. Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

II. Valuation techniques and significant unobservable inputs

The fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, loans, trade payables and other financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments.

34 Financial risk management

The Company’s principal financial liabilities comprises of trade payables, lease liabilities and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, current investments, trade and other receivables, and cash and cash equivalents and other bank balances that derive directly from its operations.

The Company’s activities expose it to credit risk, liquidity risk and market risk. The Company’s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and business activities.

A Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. The financial instruments that are subject to concentration of credit risk principally consists of trade receivables, current investments, loans, cash and bank balances and bank deposits.

The trade receivables of the Company are typically non-interest bearing un-secured customers. The customer base is widely distributed both economically and geographically. The Company has very limited history of customer default and considers the credit quality of trade receivables that are not past due or impaired to be good.

Credit risk is controlled by analysing credit limits and credit worthiness of the customer based on their financial position, past experience and other factors, on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The credit limit policy is established considering the current economic trends of the industry in which the Company is operating.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates, accordingly, provision is created.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

Bank balances and deposits are held with only high rated banks and majority of other security deposits are placed majorly with government agencies.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations on time or at reasonable prices. The Company’s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of following financial liabilities viz. trade payables and other financial liabilities.

The Company’s corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments at each reporting date:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: Foreign currency risk and price risk. The company’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

(i) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions in several currencies through its sales in overseas markets and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure on overseas sales is partly balanced by purchasing of services in the respective currencies.

35 a) Capital management

The Company’s objectives when managing capital are to

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.

In order to maintain the capital structure, the Company monitors the return on capital, as well as the levels of dividends to equity shareholders. The Company is not subject to externally imposed capital requirements.

The Company monitors capital on the basis of the gearing ratio, however there is no outstanding debt as on 31 March 2024 and 31 March 2023.

B) Provident Fund

The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to inclusion of certain allowances within the scope of "Basic wages” for the purpose of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. The management, based on legal advice, is of view that the applicability of the judgement to the Company, with respect to the period and the nature of allowances to be covered due to interpretation challenges, and resultant impact on the past provident fund liability, cannot be reasonably ascertained.

C) The Company has provided letter committing continuing financial support to its subsidiary, Route Mobile Pte. Ltd. to enable it to meet its day to day obligation/commitment; to the extent this entity may be unable to meet its obligations.

II. Defined benefit plans:

The Company provides for gratuity benefit under a defined benefit retirement scheme (the "Gratuity Scheme”) as laid out by the Payment of Gratuity Act, 1972 of India covering eligible employees. Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using the Projected Unit Credit Method by an independent actuary in accordance with Indian Accounting Standard-19, ‘Employee Benefits’. The Gratuity Scheme is a non-funded scheme and the Company intends to discharge this liability through its internal resources.

(h) Risk exposure:

Valuation are based on certain assumptions, which are dynamic in nature and may vary over time.

As such valuations of the Company is exposed to follow risks -

(a) Salary increase: Higher than expected increases in salary will increase the defined benefit obligation.

(b) Discount rate: The defined benefit obligation calculated use a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

(c) Mortality and disability: If the actual deaths and disability cases are lower or higher than assumed in the valuation, it can impact the defined benefit obligation.

(d) Withdrawals: If the actual withdrawals are higher or lower than the assumed withdrawals or there is a change in withdrawal rates at subsequent valuations, it can impact defined benefit obligation.

III. Compensated absences

The Company has provided '' 0.15 crores (31 March 2023: '' 0.08 crores) towards compensated absences during the year ended 31 March 2024.

IV. Share-based Payment transaction

Refer note 43

Notes:

1. The Company as a lessee has obtained certain assets such as immovable properties on various leasing arrangements for the purposes of setting up of offices. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-to-use asset and a lease liability. The Company has presented its right-of-use assets separately from other assets. Each lease generally imposes a restriction that unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company.

2. Additional information on extension/ termination options

Extension and termination options are included in a number of property lease arrangements of the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company''s operations. The majority of extension and termination options held are exercisable are based on consent of the Company.

3. There are no sale and leaseback transactions.

4. Payments associated with short-term leases of premises are recognised on straight line basis as an expense in profit or loss.

5. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate. The weighted average incremental borrowing rate applied is 10.50% (year ended 31 March 2023: 10.50%).

6. There are no leases which are yet to commence as at 31 March 2024.

41 Earnings per share

The amount considered in ascertaining the Company’s earnings per share constitutes the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

43 Employee Stock Option Plan (ESOP)

(a) ESOP Plan - 2017

The Company has implemented Employee Stock Option Plan for the certain eligible employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ‘Trust’) formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2017 (the ‘ESOP scheme’). The shareholders at its meeting held on 12 October 2017 approved grant of 2,500,000 employee share options to eligible employees under the ESOP scheme.

(b) ESOP Plan - 2021

The Company has implemented Employee Stock Option Plan for the certain eligible employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ‘Trust’) formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2021 (the ‘ESOP scheme’). The shareholders through postal ballot on 19 April 2021 approved grant of 2,800,000 employee share options to eligible employees under the ESOP scheme.

45 Funds amounting to '' 86750 crores raised by the Company pursuant to a Qualified Institutional Placement (QIP) in the previous years are being duly utilised as per the objects stated in the placement document and the unutilised amount from the aforementioned QIP has been temporarily invested in fixed deposits with scheduled commercial banks as on 31 March 2024.

46 Audit trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The audit trail feature was not enabled at the database level to log any direct data changes for accounting software, Odoo and the server Platform, used for maintenance of all accounting records by the Company. Audit trail (edit log) is enabled at the application level.

Further, the Company’s payroll processing is outsourced to third party service provider. The Company has obtained the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization) for the year ended 31 March 2024. However, the service auditor has not specifically covered the maintenance of audit trail at database level in line with the requirement by MCA.

49 During the year, Proximus Opal S.A. (‘Acquirer’) entered into a share purchase agreement dated 17 July 2023 with all the promoters and members of the promoter group of the Company (hereinafter, referred to as the ‘Sellers’), pursuant to which the Acquirer will purchase 36,414,286 equity shares of the Company from the Sellers. This transaction is subject to completion of certain requisite formalities which are under process. Further, in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Proximus Opal S. A has duly completed the mandatory tender offer on 26 April, 2024 pursuant to which, it has acquired 15,768,803 equity shares of the Company.

50 The Board of Directors of the Company at its meeting held on 28 June 2022, approved a proposal for buyback by the Company of fully paid up equity shares for an aggregate amount not exceeding '' 120 crores (referred to as the “"Maximum Buyback Size””), at a price not exceeding '' 1,700/- per equity share from the shareholders of the Company excluding promoters, promoter group, and persons who are in control of the Company, payable in cash via the open market route through the stock exchange mechanism in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (as amended) and the Companies Act, 2013 and rules made thereunder, as amended.

During the year ended 31 March 2023, the Company bought back 861,021 equity shares resulting in total cash outflow of '' 119.99 crores (including premium of '' 119.13 crores). In line with the requirements of the Companies Act, 2013, an amount of '' 119.13 crores has been utilized from the securities premium balance for the buyback. In addition, '' 29.25 crores (including buy back tax of '' 2796 crores) was incurred on account of buyback expenses which was also adjusted against the securities premium balance. The shares so bought back were extinguished and the issued and paid-up capital stands amended accordingly.

51 The Board of Directors have recommended a final dividend @ 20% ('' 2 per share of face value '' 10 each) for the year ended 31 March 2024, subject to necessary approval by the members in the ensuing Annual General Meeting of the Company.

52 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.

(iii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(v) The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the income-tax Act, 1961.

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(ix) The Company has not revalued its property , plant and equipment (including right-of-use asset) or intangible asset or both during the current or previous year.

(x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(xi) The Company has complied with the number of layers prescribe under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules 2017.

53 Figures of the previous year has been re-grouped/re-arranged wherever necessary. The impact of the

same is not material to the financial statements.

As per our report of even date attached.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Route Mobile Limited

Firm Registration No.: 001076N/N500013

Rajni Mundra Sandipkumar Gupta Rajdipkumar Gupta

Partner Chairman Managing Director

(Membership No.: 058644) (DIN No. 01272932) (DIN No. 01272947)

Rathindra Das Suresh Jankar

Company Secretary Chief Financial Officer

(Membership No.: F12663)

Place : Mumbai Place : Mumbai

Date : 06 May 2024 Date : 06 May 2024

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Mar 31, 2023

Note: The carrying amount of investments in subsidiaries, Send Clean Private Limited, Start Corp India Private Limited and Call 2 Connect India Private Limited, are higher than the net worth of the respective subsidiaries hence the management has considered possible impairment indicator. Accordingly, the management with the help of a valuation specialist, has carried out an impairment assessment and has estimated a provision of H 10 crore as on 31 March 2023 (31 March 2022: H 5 crore) towards diminution in the carrying value of its investment in Call 2 Connect India Private Limited. Also, no impairment loss is expected in the carrying value of its investment in Send Clean Private Limited and Start Corp India Private Limited as at the end of the year.

Significant estimates: The recoverable value of exposure in Send Clean Private Limited, Start Corp India Private Limited and Call 2 Connect India Private Limited are determined by an Independent valuer. The Company uses judgement to select from variety of methods and make assumptions which are mainly based on market conditions existing at the end of each reporting period.

Nature and purpose of reserves

(i) Retained earnings

Retained earnings pertain to the accumulated earnings by the Company over the years.

(ii) Securities premium

Securities premium is used to record the premium on issue of shares. These reserves are utilised in accordance with the provisions of the Companies Act, 2013. In line with Ind AS 32 - Financial Instruments Presentation, the Premium on shares of the Company held by Route Mobile Employee Welfare Trust (ESOP trust) are deducted from this equity component.

(iii) Share options outstanding

The Company has stock option schemes under which options to subscribe for the Company’s shares have been granted to certain employees including key management personnel. ESOP reserve is used to recognise the value of equity-settled share-based payments provided to employees, as part of their remuneration.

(iv) Capital redemption Reserve

In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from Securities premium.

I. Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

II. Valuation techniques used to determine fair value

Significant valuation techniques used to value financial instruments include:

The fair values for Security deposits, loan to employees, non-current borrowings and lease liability are based on discounted cash flows using a discount rate determined considering the borrowing rate quotation received from the bank.

The carrying amounts of current investments, trade receivables, cash and bank balances, loans, other current financial assets, trade payables, current borrowings and other current financial liabilities are considered to be approximately equal to their fair value.

34. Financial risk management

The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit risk, liquidity risk and interest rate risk which may adversely impact the fair value of its financial instrument. The Company has a risk management policy which covers risk associated with the financial assets and liabilities. The risk management policy is approved by Board of Directors. The focus of the Board of Directors is to assess the unpredictability of the financial environment and to mitigate potential adverse effect on the financial performance of the Company.

The Company''s principal financial liabilities comprises of borrowings, trade, lease and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, current investments, trade and other receivables, and cash and bank balances and bank deposits that derive directly from its operations.

A Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. The financial instruments that are subject to concentration of credit risk principally consists of trade receivables, current investments, loans, cash and bank balances and bank deposits.

The trade receivables of the Company are typically non-interest bearing un-secured customers. The customer base is widely distributed both economically and geographically.

Credit risk is controlled by analysing credit limits and credit worthiness of the customer based on their financial position, past experience and other factors, on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The credit limit policy is established considering the current economic trends of the industry in which the Company is operating.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates, accordingly, provision is created.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised as income in the statement of profit and loss.

Bank balances and deposits are held with only high rated banks and majority of other security deposits are placed majorly with government agencies.

B Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement.

The liquidity risk principally arises from obligations on account of following financial liabilities viz. borrowings, trade payables and other financial liabilities.

The Company’s corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments at each reporting date:

C Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk and price risk. The company''s exposure to market risk is primarily on account of foreign currency exchange rate risk.

(i) Foreign currency risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas markets and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure on overseas sales is partly balanced by purchasing of services in the respective currencies.

(ii) Price risk

The Company is exposed to price risk from its investment in mutual funds classified in the balance sheet at fair value through profit and loss.

To manage its price risk arising from the investment, the Company has invested in the mutual fund after considering the risk and return profile of the mutual funds i.e. the debt profile of the mutual fund indicates that the debt has been given to creditworthy banks and other institutional parties and equity investment is made after considering the performance of the stock.

(i) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free except where indicated and settlement occurs vide cash/bank payment. The Company has recorded impairment of receivables/advances of Nil relating to amounts owed by related parties (Year ended 31 March 2022: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(ii) The Company has given guarantee on behalf of subsidiary company, Route Mobile (UK) Limited amounting to H 305.86 crore (Year ended 31 March 2022: 151.79)

(excluding interest). In the assessment of the management, which is supported by legal opinion, the aforementioned services are not chargeable to goods and services tax. However, out of abundant caution, the Company has decided to make payment of aforesaid amounts (excluding interest), and claim input tax credit under the said Act. Accordingly, the Company has made full payment of aforesaid amount and recorded the same as an input tax credit recoverable under the IGST Act. Further, the Company has made the payment of H 16.10 crore (excluding interest) for the year 2019-20 and has recorded the same as an input tax credit recoverable under the IGST Act as well. In view of the management, such input tax credit (ITC) is fully recoverable. During the year ended 31 March 2023, the Company has received refund amounting to H 5.85 crore. In view of the management, the balance ITC amount will be utilised gradually over the years. Accordingly, the probability of refund has been construed as “Probable". Hence for current year, principal amount has not been considered as contingent liability. However, the exposure of corresponding interest liability may be construed as ‘Possible'' and hence interest portion has been disclosed under contingent liability.

ii) Provident Fund

The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to inclusion of certain allowances within the scope of "Basic wages" for the purpose of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. The management, based on legal advice, is of view that the applicability of the judgement to the Company, with respect to the period and the nature of allowances to be covered due to interpretation challenges, and resultant impact on the past provident fund liability, cannot be reasonably ascertained.

(iii) The Company has provided letter committing continuing financial support to its subsidiary, Route Mobile Pte. Ltd. to enable it to meet its day to day obligation/commitment; to the extent this entity may be unable to meet its obligations.

II Defined Benefit Plans: -

The Company provides for gratuity benefit under a defined benefit retirement scheme (the “Gratuity Scheme") as laid out by the Payment of Gratuity Act, 1972 of India covering eligible employees. Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using the Projected Unit Credit Method by an independent actuary in accordance with Indian Accounting Standard-19, ‘Employee Benefits''. The Gratuity Scheme is a non-funded scheme and the Company intends to discharge this liability through its internal resources.

The following table sets out the unfunded status of the Gratuity Scheme in respect of employees of the Company:

Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and similar data, method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined benefit obligation.

41. Earnings per share

The amount considered in ascertaining the Company’s earnings per share constitutes the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

43. Employee Stock Option Plan (ESOP)(a) ESOP Plan - 2017

The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ‘Trust’) formed for the purpose. All the options issued by the Company are equity share-based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2017 (the ‘ESOP scheme’). The shareholders at its meeting held on 12 October 2017 approved grant of 2,500,000 employee share options to eligible employees under the ESOP scheme.

II. Method used to account for ESOP

The Company has recorded compensation cost for all grants made to employees under the fair value method of accounting. The fair value of each option granted is estimated on the date of grant using Discounted cash flow method.

There was no material change in the fair value of the option from the date of valuation to grant date, hence there is no charge in the statement of profit and loss on account of ESOP.

(b) ESOP Plan - 2021

The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ‘Trust’) formed for the purpose. All the options issued by the Company are equity share-based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2021 (the ‘ESOP scheme’). The shareholders through Postal ballot on 19 April 2021 approved grant of 2,800,000 employee share options to eligible employees under the ESOP scheme.

45. The Company through Qualified Institutional Placement (QIP) allotted 4,684,116 equity shares to the eligible Qualified Institutional Buyers (QIB) at an issue price of h 1,852 per equity share (including a premium of h 1,842 per equity share) aggregating to h 86750 crore on 12 November 2021. The issue was made in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. Expenses incurred in relation to QIP amounting to h 17.51 crore has been adjusted from Securities Premium Account. Funds received pursuant to QIP are being utilised towards the objects stated in the placement document and the balance un-utilised amount as on 31 March 2023 remain invested in deposits with scheduled commercial banks and current account.

46. Summary of acquisition Sarv Webs Private Limited

On 1 July 2021, the Company has completed acquisition of a division, comprising intellectual property (software) and its associated identified customer contracts, of Sarv Webs Private Limited (Sarv Webs), which is in business of providing cloud based digital communication solutions to transmit transactional and promotional emails, under slump sale arrangement for upfront purchase consideration of H 26.25 crore and a deferred consideration of H 4 crore payable on the first anniversary of the closing of the acquisition in cash. The following table presents the purchase price allocation:-

48. Segment reporting

In accordance with Indian Accounting Standard (Ind AS) 108, "Operating Segments", segment information has been given in the consolidated financial statements of Route Mobile Limited, and therefore, no separate disclosure on segment information is given in these standalone financial statements.

49. The Board of Directors of the Company at its meeting held on 30 December 2021 have approved a Scheme of Amalgamation (''Scheme'') by way of merger of Start Corp India Private Limited ( the Transferor) with Send Clean Private Limited (the transferee). The Appointed Date proposed is 01 April 2022. Subsequent to the balance sheet date on 26 April 2023, the Company has received certified true copy of the Order from National Company Law Tribunal (NCLT) dated 20 April 2023. The Company is in the process of filing necessary forms with the Registrar of Companies (ROC).

50. The Board of Directors of the Company at its meeting held on 28 June 2022, approved a proposal for Buy-back by the Company of fully paid up Equity Shares for an aggregate amount not exceeding H 120 crore (referred to as the "Maximum Buyback Size"), at a price not exceeding H 1,700/- per Equity Share from the shareholders of the Company excluding promoters, promoter group, and persons who are in control of the Company, payable in cash via the open market route through the stock exchange mechanism in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (as amended) and the Companies Act, 2013 and rules made thereunder, as amended.

During the year ended 31 March 2023, the Company bought back 861,021 equity shares resulting in total cash outflow of H 119.99 crore (including premium of H 119.13 crore). In line with the requirements of the Companies Act, 2013, an amount of H 119.13 crore has been utilised from the securities premium balance for the buyback. In addition, H 29.25 crore (including buy back tax of H 2796 crore) was incurred on account of buyback expenses which was also adjusted against the securities premium balance. The shares so bought back were extinguished and the issued and paid-up capital stands amended accordingly.

51. Subsequent event

The Board of Directors have recommended a final dividend @ 20% (H 2 per share of face value H 10 each) for the year ended 31 March 2023, subject to necessary approval by the members in the ensuing Annual General Meeting of the Company.

52. Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending proceedings for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) During the year ended 31 March 2023, the Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :

(va) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(vb) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(vi a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(vi b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

53. Figures of the previous year has been re-grouped/re-arranged wherever necessary. The impact of the same is not material to the users of financial statement.

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Mar 31, 2022

Nature and purpose of reserves(i) Retained earnings

Retained earnings pertain to the accumulated earnings by the Company over the years.

(ii) Securities premium

Securities premium is used to record the premium on issue of shares. These reserves are utilised in accordance with the provisions of the Companies Act, 2013. In line with Ind AS 32 - Financial Instruments Presentation, the Premium on shares of the Company held by Route Mobile Employee Welfare Trust (ESOP trust) are deducted from this equity component.

(ii) Share options outstanding

The Company has stock option schemes under which options to subscribe for the Company''s shares have been granted to certain employees including key management personnel. ESOP reserve is used to recognise the value of equity-settled share-based payments provided to employees, as part of their remuneration.

I. Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

II. Valuation techniques used to determine fair value

Significant valuation techniques used to value financial instruments include:

The fair values for Security deposits, loan to employees, non-current borrowings and lease liability are based on discounted cash flows using a discount rate determined considering the borrowing rate quotation received from the bank.

35 Financial risk management

The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit risk, liquidity risk and interest rate risk which may adversely impact the fair value of its financial instrument. The Company has a risk management policy which covers risk associated with the financial assets and liabilities. The risk management policy is approved by Board of Directors. The focus of the Board of Directors is to assess the unpredictability of the financial environment and to mitigate potential adverse effect on the financial performance of the Company.

The Company''s principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, current investments, trade and other receivables, and cash and bank balances and bank deposits that derive directly from its operations.

A Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. The financial instruments that are subject to concentration of credit risk principally consists of trade receivables, current investments, loans, cash and bank balances and bank deposits.

The trade receivables of the Company are typically non-interest bearing un-secured customers. The customer base is widely distributed both economically and geographically.

Credit risk is controlled by analysing credit limits and credit worthiness of the customer based on their financial position, past experience and other factors, on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The credit limit policy is established considering the current economic trends of the industry in which the Company is operating.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates, accordingly, provision is created.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

Bank balances and deposits are held with only high rated banks and majority of other security deposits are placed majorly with government agencies.

B Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement.

The liquidity risk principally arises from obligations on account of following financial liabilities viz. borrowings, trade payables and other financial liabilities.

The Company''s corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk and price risk. The company''s exposure to market risk is primarily on account of foreign currency exchange rate risk.

(i) Foreign currency risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas markets and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure on overseas sales is partly balanced by purchasing of services in the respective currencies.

The Company is exposed to price risk from its investment in mutual funds classified in the balance sheet at fair value through profit and loss.

To manage its price risk arising from the investment, the Company has invested in the mutual fund after considering the risk and return profile of the mutual funds i.e. the debt profile of the mutual fund indicates that the debt has been given to creditworthy banks and other institutional parties and equity investment is made after considering the performance of the stock.

*The above figure does not include amounts towards certain additional penalty and interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

** During the year ended 31 March 2022, the Department of Revenue of the Ministry of Finance, Government of India (“department") based on Excise Audit 2000 (EA 2000) carried out on the records of the Company for the period July 2017 to March 2019 has requested the Company to pay goods and services tax under reverse charge mechanism on the purchases of messages from its foreign vendors and sale to its overseas customers as per the provisions of Integrated Goods and Services Tax (IGST) Act, 2017 ("the Act”) of ^33.02 crores (excluding interest). In the assessment of the management, which is supported by legal opinion, Management believes that the aforementioned services are not chargeable to goods and services tax. However, out of abundant caution, the Company has decided to make payment of aforesaid amounts (excluding interest), and also goods and services tax on similar transactions which took place during the year ended 31 March 2020, and claim input tax credit under the said Act. Accordingly, the Company has made payment of ^24.89 crores during the year and recorded the same as an input tax credit recoverable under the Act. The Company is in process of making balance payments and claiming input tax credit by filing necessary statutory returns with tax authorities.

The Company is of the view that the import purchases referred to in para above, are not chargeable to goods and services tax. However, out of abundant caution, the Company decided to discharge its liability under GST on such import purchases under reverse charge mechanism (RCM) and claim input tax credit on the same. The Company has accordingly discharged GST dues to the extent of ^31.10 crores for the year 2020-21. On similar lines, the Company continued to discharge GST dues for the year 2021-22 as well and claimed input tax credit.

ii) Provident Fund

The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to inclusion of certain allowances within the scope of "Basic wages" for the purpose of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. The management, based on legal advice, is of view that the applicability of the judgement to the Company, with respect to the period and the nature of allowances to be covered due to interpretation challenges, and resultant impact on the past provident fund liability, cannot be reasonably ascertained.

(iii) The Company has provided letter committing continuing financial support to its subsidiary, Route Mobile Pte. Ltd. to enable it to meet its day to day obligation/commitment; to the extent this entity may be unable to meet its obligations.

II Defined Benefit Plans: -

The Company provides for gratuity benefit under a defined benefit retirement scheme (the “Gratuity Scheme") as laid out by the Payment of Gratuity Act, 1972 of India covering eligible employees. Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using the Projected Unit Credit Method by an independent actuary in accordance with Indian Accounting Standard-19, ''Employee Benefits''. The Gratuity Scheme is a non-funded scheme and the Company intends to discharge this liability through its internal resources.

Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and same data, method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined benefit obligation.

44 Employee Stock Option Plan (ESOP)(a) ESOP Plan - 2017

The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ''Trust'') formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2017 (the ''ESOP scheme''). The shareholders at its meeting held on 12 October 2017 approved grant of 2,500,000 employee share options to eligible employees under the ESOP scheme.

(b) ESOP Plan - 2021

The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the ''Trust'') formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2021 (the ''ESOP scheme''). The shareholders through postal ballot on 19 April 2021 approved grant of 2,800,000 employee share options to eligible employees under the ESOP scheme.

II. Method used to account for ESOP

The Company has recorded compensation cost for all grants made to employees under the fair value method of accounting. The fair value of each option granted is estimated on the date of grant using Discounted cash flow method. There was no material change in the fair value of the option from the date of valuation to grant date, hence there is no charge in the statement of profit and loss on account of ESOP.

II. Method used to account for ESOP

The Company has recorded compensation cost for all grants made to employees under the fair value method of accounting. The fair value of each option granted is estimated on the date of grant using Black-Scholes Model. There was no material change in the fair value of the option from the date of valuation to grant date, hence there is no charge in the statement of profit and loss on account of ESOP.

46 The Company through Qualified Institutional Placement (QIP) allotted 4,684,116 equity shares to the eligible Qualified Institutional Buyers (QIB) at an issue price of Tl,852 per equity share (including a premium of ^1,842 per equity share) aggregating to ^867.50 crores on 12 November 2021. The issue was made in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. Expenses incurred in relation to QIP amounting to ^17.51 crores has been adjusted from Securities Premium Account. Funds received pursuant to QIP are being utilised towards the objects stated in the placement document and the balance un-utilised amount as on 31 March 2022 remain invested in deposits with scheduled commercial banks and current account.

47 Summary of acquisition (a) Sarv Webs Private Limited

On 1 July 2021, the Company has completed acquisition of a division, comprising intellectual property (software) and its associated identified customer contracts, of Sarv Webs Private Limited (Sarv Webs), which is in business of providing cloud based digital communication solutions to transmit transactional and promotional emails, under slump sale arrangement for upfront purchase consideration of ^26.25 crores and a deferred consideration of ^4 crores payable on the first anniversary of the closing of the acquisition in cash. The following table presents the purchase price allocation :-

(b) TeleDNA Communications Private Limited

During the previous year, the Company had completed acquisition of a division, comprising intellectual property (software) and related customer contracts, of TeleDNA Communications Private Limited (TeleDNA), a Bengaluru based company specializing in development of telecom related solutions, under slump sale arrangement for total consideration of Tl,200 lakhs. The following table presents the purchase price allocation :-

49 Segment reporting

In accordance with Indian Accounting Standard (Ind AS) 108, "Operating Segments", segment information has been given in the consolidated financial statements of Route Mobile Limited, and therefore, no separate disclosure on segment information is given in these standalone financial statements.

50 The Board of Directors of the Company at its meeting held on 30 December 2021 have approved a Scheme of Amalgamation (''Scheme'') by way of merger of Start Corp India Private Limited (wholly owned subsidiary of the Company) with Send Clean Private Limited (formerly Cellent Technologies (India) Private Limited) (wholly owned subsidiary of the Company). The Appointed Date proposed is 1 April 2022. The Scheme will be effective upon receipt of such approvals as may be statutorily required including that of Mumbai Bench of the National Company Law Tribunal ("NCLT"). Pending receipt of final approval, no adjustments have been made in the books of account and in the standalone financial statements.

51 Subsequent event

The Board of Directors have recommended a final dividend of ^2 per equity share (face value of ^10 each) for the year ended 31 March 2022, subject to necessary approval by the members in the ensuing Annual General Meeting

52 Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending proceedings for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) Disclosure Regarding ultimate utilisation of invested funds by subsidiary

(i) For the above transactions, the Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 and of the Companies Act, 2013.These transactions are not violative of the prevention of money laundering Act, 2002

(ii) Intermediaries have not provided any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

Other than the information disclosed above, the Company has not advanced or loaned or invested funds with/to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(va) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(vb) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(vi a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(vi b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961