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Route Mobile Ltd Directors Report

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Oct 28, 2025|02:09:49 PM

Route Mobile Ltd Share Price directors Report

Dear Members of Route Mobile,

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

1. Corporate Overview

Route Mobile is a leading CPaaS provider that caters to enterprises, over-the-top (OTT) players, and mobile network operators (MNO). Established in 2004, we are serving more than 40,000 customers worldwide. Our goal is to add value at multiple touchpoints across the Omnichannel CXPaaS value chain while building on unique industry use cases for our clients. We are headquartered in Mumbai, India, and have operations in over 20 countries throughout Asia Pacific, the Middle East, Africa, Europe, and the Americas. The Company is listed on the Indian bourses BSE Limited (BSE) (BSE Scrip Code: 543228) & National Stock Exchange of India Limited (NSE) (NSE Symbol: ROUTE). Pursuant to the amendment to Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (SEBI Listing Regulations), with effect from December 31, 2024, recognised stock exchanges must annually rank listed entities based on their average market capitalisation from July 1 to December 31. The Companys average market cap during this period ranks it among Indias top 1,000 listed companies. (Ranks 543 and 545 as of December 31, 2024. Source: NSE and BSE).

2. State of the Affairs of the Company

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

3. Financial Summary

(Rs in crore except per equity share data)

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

4. Business Overview, Companys Performance and Note on Financial and Operations

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

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

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

5. Key Service Milestones

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

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

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

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

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

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

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

6. Awards and Recognition

Date Details Organisation
Nov 14, 2024 Awarded \u2018Partnership Award\u2019 at the #RCS World Tour - India for introducing RCS Business Messaging to a new category - Transit Google
Date Details Organisation
Sep 11, 2024 Awarded \u2018Solutions Partner of the Year - India, 2024 at the WhatsApp Business Summit by Meta Meta
March 6, 2025 Awarded Demand Generation Vendor/User of the Year by e4m at the Martech India Awards Exchange4Media
March 6, 2025 Awarded Best Use of Martech in Travel, Hospitality and Leisure by e4m at the Martech India Awards Exchange4Media
Date Details Organisation
Jan 30, 2025 Awarded \u2018Conversational Commerce Solution Innovation by Juniper at the Telco Innovation Awards 2025 Juniper Research
Jan 31, 2024 (Not included Rajdipkumar Gupta got the Best Entrepreneur of the Year 2024 Award at Corporate Leadership Awards 2024 Corporate Leadership Awards 2024

in 2024 Annual Report)

7. Share Capital

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

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

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

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

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

9. Listing Fees

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

10. Dividend

Your Directors have recommended a final dividend of Rs 2/- (Rupees Two) per equity share of Rs 10/- (Rupees Ten) each (20%) for the financial year ended March 31, 2025, subject to shareholders approval at the ensuing annual general meeting of the Company. The total dividend for the financial year ended March 31, 2025, aggregates to Rs 11/- (Rupees Eleven only) per equity share of the face value of Rs 10/- (Rupees Ten) each, including the interim dividend of Rs 9/- (Rupees Nine), per equity share as approved by the Board of Directors at their meeting held on October 21, 2024 and January 28, 2025 respectively, which was paid thereafter. The dividend recommended is in line with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of SEBI Listing Regulations is available on the Companys website at https://routemobile.com/investors/corporate-policies/ .

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

11. Transfer to Reserves

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

12. Deposits

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

13. Highlights of Performance of Subsidiary Companies

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

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

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

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

Routesms Solutions FZE (Routesms FZE):

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

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

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

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

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

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

Pursuant to a Share Purchase Agreement dated July 17, 2023, Proximus Global S.A./N.V. (formerly known as Proximus Opal S.A.), a subsidiary of Proximus S.A./N.V., initiated and completed the acquisition of the Company. Proximus Global S.A./N.V. acquired 57.71% of the voting share capital (on a fully diluted basis) from the founding shareholders (members of the promoter and promoter group of the Company) and an additional 24.99% through an open offer to the public shareholders of the Company. Following the 5771% acquisition, Proximus Global S.A./N.V. acquired control and became a promoter of the Company, along with the existing members of the promoter and promoter group of the Company. The Promoter of the Company, Proximus Global S.A./N.V. has reduced its shareholding in the Co m pa nyf ro m 83.11% (acq u i red pu rsua nt to both acquisitions mentioned above) to below 75% to comply with the minimum public shareholding (MPS) requirement prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 The reduction was achieved through a sale of 1.95% of the equity share capital on July 26, 2024, and an Offer for Sale (OFS) of 6.03% conducted on September 12-13, 2024. Post completion of the aforementioned transactions, the Company is in compliance with the MPS norms mandated by SEBI.

14. Consolidated Financial Statements

The Consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent 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 attached to this report as Annexure 1.

Pursuant to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate (as per local law requirement) in respect of subsidiaries, are available on the 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 i nvestors@routemobile.com.

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

15. Insurance

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

16. Employee Stock Option Plan

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

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

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

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

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

17. Board of Directors and Key Managerial Personnel

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

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

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

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

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

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

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

As on date of this report, apart from aforementioned appointment/reappointment/ cessation of Directors, the Board of Directors on recommendation of the Nomination and Remuneration Committee had:

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

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

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

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

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

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

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

Key Managerial Personnel

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

As on date of this report, apart from aforementioned appointment/re-designation of Key Managerial Personnel, the Board of Directors

on recommendation of the Nomination and Remuneration Committee had:

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

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

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

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

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

18. Remuneration policy

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

19. Declarations by Independent Directors

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

20. Meetings of the Board and Board Committees

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

Constitution of various Committees

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

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

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

21. Human Capital

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

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

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

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

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

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

22. Quality initiatives

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

23. Board Diversity and Policy on Directors Appointment and Remuneration

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

24. Board Evaluation

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

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

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

26. Auditors & Audit Reports

Statutory Auditors and Audit Report

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

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

Secretarial Auditors

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

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

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

Annual Secretarial Compliance Report

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

Cost Auditors

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

Reporting of Frauds by Auditors

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

27. Internal Financial Controls, their adequacy and Internal Auditors

Internal Control are often an area of focus for investors, creditors, shareholders and Board members, among other stakeholders, when ensuring that the organisation provides accurate financial reporting which shows its state of operations in todays constantly changing business environment. At Route Mobile, Internal financial controls are the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the records. Section 134(5) (e) of the Act requires, the Board of every listed Company to lay down Internal Financial Control Policy to be followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information. As per section 177 (4) (vii) of the Act, the Audit Committee require to evaluate the Internal Financial Control (IFC) of the Company. At Route Mobile, IFC has been designed to mitigate Operational risks, including segregation of duties, checks and balances, protection of companys funds, operating systems, management information systems, management reporting, front and back office operations, contingency planning and disaster recovery.

Walker Chandiok & Co LLP, the statutory auditors of RML have audited the financial statements included in this annual report and have issued an attestation report on the companys internal control over financial reporting (as defined in Section 143 of the Act). RML has appointed M/s Pipalia Singhal & Associates to carry out internal audit of its activities for FY 2024-25. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors. RML also undergoes periodic audit by specialised third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. Based on its evaluation (as defined in Section 177 of Act and Regulation 18 of SEBI Listing Regulations), audit committee has noted that, as of March 31, 2025, the 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 2024-25), with Related Parties referred to in Section 188(1), as prescribed in AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable.

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

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

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

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

30. Risk Management

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

We have implemented a robust, enterprisewide Risk Management Framework aligned with international standards. This framework provides a structured and systematic approach to the identification, analysis, evaluation, treatment, monitoring, and review of risks across the organisation. It encompasses a broad range of risk categories including strategic, financial, operational, compliance, representational, and environmental, social, and governance (ESG) risks. In accordance with Section 134(3)(n) of the Act, the Board takes overall responsibility for the oversight of the Companys risk management framework and ensures that appropriate systems are in place to identify and manage risks effectively.

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

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

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

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

• Financial Risks: Costs of claims and liability judgements.

• Operational Risks: Labor strikes and other operational disruptions.

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

• Strategic Risks: Management changes or loss of reputation.

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

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

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

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

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

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

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

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

31. Cyber Security/Information Security

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

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

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

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

• Comprehensive Vulnerability Assessment and Penetration Testing: Regular

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

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

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

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

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

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

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

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

32. Particulars of Loans, Guarantees or Investments

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

33. Whistle-Blower Policy / Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

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

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

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

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

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

35. Secretarial Standards

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

36. Corporate Social Responsibility

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

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

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

37. Other Disclosures

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

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

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

• There was no revision in the Financial Statements;

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

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

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

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

• The Companys securities were not suspended for trading during the year;

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

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

38. Directors Responsibility Statement

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025.

39. Annual Return

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

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

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

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

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

42. Corporate Governance

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

43. Management Discussion and Analysis Report

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

44. Business Responsibility and Sustainability Reporting

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

45. Sustainability Report

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

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

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

For and on behalf of the Board of Directors Mark James Reid
Place: Mumbai Chairman
Date: July 17, 2025 DIN: 10498698

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