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

1. Corporate Overview

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

3. Financial Summary

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

2. State of the Affairs of the Company

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

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

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

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

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

5. Key Service Milestones

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

6. Awards and Recognition

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

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

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

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

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

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

7. Share Capital

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

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

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

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

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

9. Listing Fees

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

10. Dividend

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

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

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

11. Transfer to Reserves

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

12. Deposits

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

13. Highlights of Performance of Subsidiary
Companies

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

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

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

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

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

Routesms Solutions FZE (‘Routesms FZE’):

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

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

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

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

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

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

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

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

14. Consolidated Financial Statements

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

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

17. Board of Directors and Key Managerial
Personnel

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

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

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

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

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

on recommendation of the Nomination and
Remuneration Committee had:

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

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

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

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

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

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

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

Key Managerial Personnel

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

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

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

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

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

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

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

18. Remuneration policy

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

19. Declarations by Independent Directors

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

20. Meetings of the Board and Board
Committees

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

Constitution of various Committees

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

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

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

21. Human Capital

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

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

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

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

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

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

22. Quality initiatives

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

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

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

24. Board Evaluation

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

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

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

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

26. Auditors & Audit Reports

Statutory Auditors and Audit Report

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

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

Secretarial Auditors

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

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

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

Annual Secretarial Compliance Report

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

Cost Auditors

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

Reporting of Frauds by Auditors

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

27. Internal Financial Controls, their
adequacy and Internal Auditors

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

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

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

28. Particulars of contracts or arrangements
with Related Parties

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

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

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

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

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

30. Risk Management

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

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

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

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

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

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

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

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

• Financial Risks: Costs of claims and
liability judgements.

• Operational Risks: Labor strikes and other
operational disruptions.

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

• Strategic Risks: Management changes or
loss of reputation.

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

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

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

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

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

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

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

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

31. Cyber Security/Information Security

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

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

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

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

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

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

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

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

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

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

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

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

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

32. Particulars of Loans, Guarantees or
Investments

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

33. Whistle-Blower Policy / Vigil Mechanism

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

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

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

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

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

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

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

35. Secretarial Standards

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

36. Corporate Social Responsibility

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

and other details are provided in the Corporate
Governance Report.

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

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

37. Other Disclosures

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

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

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

• There was no revision in the
Financial Statements;

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

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

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

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

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

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

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

38. Directors' Responsibility Statement

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

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

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

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

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

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

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

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

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

39. Annual Return

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

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

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

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

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

42. Corporate Governance

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

43. Management Discussion and Analysis
Report

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

44. Business Responsibility and Sustainability
Reporting

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

45. Sustainability Report

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

46. Cautionary Statement

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

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

For and on behalf of the Board of Directors

Mark James Reid

Place: Mumbai Chairman

Date: July 17, 2025 DIN: 10498698