1. We have audited the accompanying standalone
financial statements of Route Mobile
Limited (‘the Company’), which comprise the
Standalone Balance Sheet as at 31 March 2025,
the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the
Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity
for the year then ended, and notes to the
standalone financial statements, including
material accounting policy information and
other explanatory information.
2. In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Companies
Act, 2013 (‘the Act’) in the manner so required
and give a true and fair view in conformity with
the Indian Accounting Standards (‘Ind AS’)
specified under Section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31 March 2025, and its
profit (including other comprehensive income),
its cash flows and the changes in equity for the
year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Our responsibilities under
those standards are further described in the
Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India
(‘ICAI’) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions
of the Act and the rules thereunder, and we
have fulfilled our other ethical responsibilities
in accordance with these requirements and
the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our
audit of the standalone financial statements as
a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on
these matters.
5. We have determined the matters described
below to be the key audit matters to be
communicated in our report.
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Key audit matters
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How our audit addressed the key audit matter
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Impairment assessment of investment in subsidiaries
Refer note 3(xv) to the accompanying standalone financial
statements for significant accounting policies and note 4
for financial disclosures with respect to the carrying value
of investments in subsidiaries.
Amongst other investments, the Company has investments
in equity shares of two subsidiary companies, Send Clean
Private Limited (Formerly known as Cellent Technologies
(India) Pvt. Ltd.) and Call 2 Connect India Private Limited,
amounting to Rs 14.25 crores and Rs 14.89 crores (net of
provision for diminution in the value of investment of Rs
10 crores) respectively. These investments are carried at
cost less impairment, if any, in accordance with Ind AS 27,
Separate Financial Statements.
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Our procedures in relation to the impairment assessment
of investment in subsidiaries included, but were not limited
to the following:
• Obtained an understanding of the management
process for identification of possible impairment
indicators and process followed by the management
for impairment testing.
• Evaluated the design and tested the operating
effectiveness of controls over the Company’s process of
impairment assessment and approval of forecasts.
• Assessed the appropriateness of the accounting policy
adopted by the management in accordance with Ind
AS 36.
• Obtained the management’s external valuation
specialist’s report on determination of recoverable
amount and also assessed the professional competence,
expertise and objectivity of the management expert.
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Key audit matters
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How our audit addressed the key audit matter
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As at 31 March 2025, the carrying amount of investments
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Assessed the valuation methodology and assumptions
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in the aforementioned two subsidiaries is higher than
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used by the management’s expert to estimate the
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the net worth of the aforementioned subsidiaries, which
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recoverability of investment with the help of auditor’s
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has been identified as an impairment indicator by the
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valuation experts.
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management in accordance with the principles of
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•
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Evaluated the appropriateness of the assumptions
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Ind AS 36, - Impairment of Assets (‘Ind AS 36’).
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applied in determining key inputs such as terminal
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Accordingly, the management has performed detailed
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growth rate and discount rates, which included
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impairment testing for such investments in subsidiaries by
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assessments based on our knowledge of the business
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carrying out a valuation with the help of an independent
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and external market conditions.
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valuation specialist as a management’s expert using
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Traced the cash flow projections used above to approved
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discounted cash flow (‘DCF’) method in order to determine
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business plans and compared the previous forecast to
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the recoverable value of investments in such subsidiaries.
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actual results in order to assess the Company’s ability to
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The assumptions underpinning the aforesaid valuation
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forecast such projections accurately.
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are cash flow projections, growth rates, discount rate, etc.,
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•
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Tested mathematical accuracy of the projections and
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which are inherently subjective and requires significant
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applied independent sensitivity analysis to the key
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management judgement and estimates due to high
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assumptions mentioned above to determine and focus
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estimation uncertainty involved.
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on inputs with high estimation uncertainty.
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However, due to their materiality in the context of the
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Assessed the appropriateness and adequacy of the
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standalone financial statements and significant degree of
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disclosures made by the management in note 4 to the
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judgement and subjectivity involved in the estimates and
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standalone financial statements in accordance with the
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key assumptions used as above, this is considered to be the
area which requires significant audit focus and accordingly,
the matter is determined as a key audit matter for the
current year audit.
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requirements of the accounting standards.
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Impairment assessment of Goodwill
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Our procedures in relation to testing of impairment of
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Refer note 3(xvii) for the accounting policy and note 3(b)
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goodwill included but were not limited to the following:
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for the disclosures made in the accompanying standalone
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Evaluated the appropriateness of the accounting policy
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financial statements with respect to Goodwill aggregating
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adopted by the management in accordance with Ind
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to Rs 9.22 crores as at 31 March 2025 recognised in earlier
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AS 36, and understood the management’s process
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years pertaining to acquisition of the Sarv Webs (division).
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to identify separate Cash Generating Units (CGUs)
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The Company/ Group has performed annual impairment
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and perform required annual impairment testing of
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test for the carrying value of goodwill in accordance with
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goodwill.
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the requirements of Ind AS 36, Impairment of Assets
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Evaluated the design and tested the operating
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(‘Ind AS 36’).
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effectiveness of the Company’s control over the
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The determination of the recoverable value requires
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assessment of carrying value of goodwill.
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management to make certain key estimates and
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Reviewed the allocation of the goodwill to the CGUs as
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assumptions including forecast of future cash flows,
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identified by the management.
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long-term growth rates, profitability levels and discount
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Traced the cash flow forecasts determined by the
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rates, etc. Changes in these assumptions could lead to an
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management for such CGUs to approved business
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impairment to the carrying value of the goodwill.
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plans, assessed the reasonability of the assumptions
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Considering goodwill balance is significant to the
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used in the forecasts with our understanding of the
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standalone financial statements and auditing management
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business and external market conditions, as relevant,
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judgement and estimates as stated above involves high
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and verified the historical trend of the past performance
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degree of subjectivity and require significant auditor
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to evaluate consistency in such assumptions.
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judgement, assessment of carrying value of goodwill is
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Obtained the management’s external valuation
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considered as a key audit matter for the current year audit.
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specialist’s report on determination of recoverable
amount and also assessed the competence, expertise
and objectivity of the management expert.
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•
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Involved our auditor’s valuation experts to assess
the valuation assumptions used and methodology
considered by the management’s expert to calculate
the recoverable amount and the mathematical
accuracy of these calculations.
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•
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Performed sensitivity analysis on the key assumptions
to evaluate the possible variation on the current
recoverable amount to ascertain the sufficiency of
headroom available.
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•
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Evaluated the appropriateness and adequacy of
disclosures given in the standalone financial statements,
including disclosure of significant assumptions and
judgements used by management, in accordance with
applicable accounting standards.
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Information other than the Standalone
Financial Statements and Auditor's Report
thereon
6. The Company’s Board of Directors are responsible
for the other information. The other information
comprises the information included in the
Management Discussion and Analysis, Report
on Corporate Governance and Directors’ Report,
but does not include the standalone financial
statements and our auditor’s report thereon.
Our opinion on the standalone financial
statements does not cover the other
information and we do not express any form
of assurance conclusion thereon, which we
obtained prior to the date of this auditor’s
report, and the Chairman’s Message and Key
Performance Indicators, which is expected to be
made available to us after that date.
I n connection with our audit of the standalone
financial statements, our responsibility is to
read the other information and, in doing so,
consider whether the other information is
materially inconsistent with the standalone
financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated.
I f, based on the work we have performed, we
conclude that there is a material misstatement
of this other information, we are required to
report that fact. We have nothing to report in
this regard.
When we read the Chairman’s Message and
Key Performance Indicators, if we conclude that
there is a material misstatement therein, we are
required to communicate the matter to those
charged with governance.
Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements
7 The accompanying standalone financial
statements have been approved by the
Company’s Board of Directors. The Company’s
Board of Directors are responsible for the matters
stated in Section 134(5) of the Act with respect
to the preparation and presentation of these
standalone financial statements that give a true
and fair view of the financial position, financial
performance including other comprehensive
income, changes in equity and cash flows of
the Company in accordance with the Ind AS
specified under Section 133 of the Act and
other accounting principles generally accepted
in India. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgements and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation
and presentation of the financial statements
that give a true and fair view and are free from
material misstatement, whether due to fraud
or error.
8. In preparing the standalone financial
statements, the Board of Directors is responsible
for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using the
going concern basis of accounting unless the
Board of Directors either intends to liquidate
the Company or to cease operations, or has no
realistic alternative but to do so.
9. The Board of Directors is also responsible
for overseeing the Company’s financial
reporting process.
Auditor's Responsibilities for the Audit of
the Standalone Financial Statements
10. Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with Standards
on Auditing will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they
could reasonably be expected to influence the
economic decisions of users taken on the basis
of these standalone financial statements.
11. As part of an audit in accordance with Standards
on Auditing, specified under Section 143(10) of
the Act we exercise professional judgement and
maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk
of not detecting a material misstatement
resulting from fraud is higher than for one
resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control;
• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in
the circumstances. Under Section 143(3)
(i) of the Act we are also responsible for
expressing our opinion on whether the
Company has adequate internal financial
controls with reference to financial
statements in place and the operating
effectiveness of such controls;
• Evaluate the appropriateness of accounting
policies used and the reasonableness
of accounting estimates and related
disclosures made by management;
• Conclude on the appropriateness of Board
of Directors’ use of the going concern basis
of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Company’s ability to continue as
a going concern. If we conclude that a
material uncertainty exists, we are required
to draw attention in our auditor’s report to
the related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion.
Our conclusions are based on the audit
evidence obtained up to the date of our
auditor’s report. However, future events
or conditions may cause the Company to
cease to continue as a going concern; and
• Evaluate the overall presentation, structure
and content of the standalone financial
statements, including the disclosures,
and whether the standalone financial
statements represent the underlying
transactions and events in a manner that
achieves fair presentation.
12. We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit
and significant audit findings, including any
significant deficiencies in internal control that
we identify during our audit.
13. We also provide those charged with governance
with a statement that we have complied
with relevant ethical requirements regarding
independence, and to communicate with
them all relationships and other matters
that may reasonably be thought to bear on
our independence, and where applicable,
related safeguards.
14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements
of the current period and are therefore the key
audit matters. We describe these matters in
our auditor’s report unless law or regulation
precludes public disclosure about the matter
or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the
adverse consequences of doing so would
reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory
Requirements
15. As required by Section 197(16) of the Act, based
on our audit, we report that the Company has
paid remuneration to its directors during the
year in accordance with the provisions of and
limits laid down under Section 197 read with
Schedule V to the Act.
16. As required by the Companies (Auditor’s Report)
Order, 2020 (‘the Order’) issued by the Central
Government of India in terms of Section 143(11)
of the Act we give in the Annexure I a statement
on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
17 Further to our comments in Annexure I, as
required by Section 143(3) of the Act based on
our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief
were necessary for the purpose of our
audit of the accompanying standalone
financial statements;
b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books except for
the matters stated in paragraph 17(h)(vi)
below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules,
2014 (as amended);
c) The standalone financial statements dealt
with by this report are in agreement with
the books of account;
d) in our opinion, the aforesaid standalone
financial statements comply with Ind AS
specified under Section 133 of the Act;
e) On the basis of the written representations
received from the directors and taken on
record by the Board of Directors, none of
the directors is disqualified as on 31 March
2025 from being appointed as a director in
terms of Section 164(2) of the Act;
f) The modfications relating to the
maintenance of accounts and other matters
connected therewith are as stated in
paragraph 17(b) above on reporting under
Section 143(3)(b) of the Act and paragraph
17(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);
g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March
2025 and the operating effectiveness of
such controls, refer to our separate report in
Annexure II wherein we have expressed an
unmodified opinion; and
h) With respect to the other matters to
be included in the Auditor’s Report in
accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best
of our information and according to the
explanations given to us:
i. the Company, as detailed in note 38 to
the standalone financial statements,
has disclosed the impact of pending
litigations on its financial position as at
31 March 2025;
ii. the Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses as at
31 March 2025;
iii. There were no amounts which were
required to be transferred to the
Investor Education and Protection
Fund by the Company during the year
ended 31 March 2025;
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Nature of exception noted
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Details of Exception
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Instances of accounting
software for maintaining
books of account for
which the feature of
recording audit trail
(edit log) facility was not
operated throughout
the year for all relevant
transactions recorded in
the software
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The audit trail feature was not
enabled at the database level
for accounting software ‘Odoo’
to log any direct data changes,
used for maintenance of all
accounting records by the
Company.
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Instances of accounting
software maintained by a
third party where we are
unable to comment on
the audit trail feature
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The accounting software used
for maintenance of payroll
process of the Company is
operated by a third-party
service provider. In the absence
of any information on the
existence of audit trail feature
in the ‘Independent Service
Auditor’s Assurance Report on
the Description of Controls,
their Design and Operating
Effectiveness’ (‘Type 2 report’
issued in accordance with
ISAE 3402, Assurance Reports
on Controls at a Service
Organisation), we are unable
to comment on whether audit
trail feature at the database
level of the said software
was enabled and operated
throughout the year.
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iv. a) The management has represented
that, to the best of its knowledge
and belief, as disclosed in note
49(v) to the standalone financial
statements, no funds have been
advanced or loaned or invested
(either from borrowed funds or
securities premium or any other
sources or kind of funds) by the
Company to or in any person(s)
or entity(ies), including foreign
entities (‘the intermediaries’),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall,
whether, directly or indirectly
lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of
the Company (‘the Ultimate
Beneficiaries’) or provide any
guarantee, security or the like on
behalf the Ultimate Beneficiaries;
b) The management has represented
that, to the best of its knowledge
and belief, as disclosed in note
49(vi) to the standalone financial
statements, no funds have
been received by the Company
from any person(s) or entity(ies),
including foreign entities (‘the
Funding Parties’), with the
understanding, whether recorded
in writing or otherwise, that the
Company shall, whether directly
or indirectly, lend or invest in other
persons or entities identified in
any manner whatsoever by or
on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and
c) Based on such audit procedures
performed as considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the management
representations under sub-clauses
(a) and (b) above contain any
material misstatement.
v. The interim dividend declared and paid
by the Company during the year ended
31 March 2025 and until the date of
this audit report is in compliance with
Section 123 of the Act.
The final dividend paid by the Company
during the year ended 31 March 2025
in respect of such dividend declared for
the previous year is in accordance with
Section 123 of the Act to the extent it
applies to payment of dividend.
As stated in note 35b to the
accompanying standalone financial
statements, the Board of Directors
of the Company have proposed final
dividend for the year ended 31 March
2025 which is subject to the approval
of the members at the ensuing
Annual General Meeting. The dividend
declared is in accordance with Section
123 of the Act to the extent it applies to
declaration of dividend.
vi. As stated in note 46 to the standalone
financial statements and based on
our examination which included test
checks, the Company, in respect of
financial year commencing on or after
1 April 2024, has used an accounting
software for maintaining its books
of account which have a feature of
recording audit trail (edit log) facility
and the same have been operated
throughout the year for all relevant
transactions recorded in the software.
Further, during the course of our audit
we did not come across any instance
of audit trail feature being tampered
with other than the consequential
impact of the exception given below.
Furthermore, the audit trail has
been preserved by the Company as
per the statutory requirements for
record retention.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Rajni Mundra
Partner
Membership No.: 058644
UDIN: 25058644BMODKP2766
Place: Mumbai
Date: 7 May 2025
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