cyber media india ltd Directors report

* Anti - Diluted

4. Business Overview, Companys 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. Its 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 Mobiles 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 Roubots "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%.

5. Awards and Recognition

6. Share Capital

Companys 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.

Companys 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 companys 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 Companys 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. Masivians 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 Auditors 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 Companys 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 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 Companys 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 Companys 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 Directors Appointment and Remuneration

Were motivated by our ongoing progress, and this years 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 Mobiles 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 Companys 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 Boards 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 Secretarys 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 Boards 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 Limiteds 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. Companys management assessed the effectiveness of the companys 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 companys 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 Limiteds audit committee has concluded that, as of March 31, 2023, the companys 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 arms 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 arms 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 Companys 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 organisations 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 todays 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, theres a big tradeoff in terms of security! Our efforts include threat intelligence products that can detect anomalous behavior at the networks 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-Ins 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 Companys Information Security Management System (ISMS) policies and procedures have been incorporated to adhere to CERT-Ins 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 DNIFs 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 Mobiles 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 peoples 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 Companys 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 Companys 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 Companys 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

Companys 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 years 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. Companys 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 Boards 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.