Route Mobile Ltd

Further, in respect of company's maiden qualified institutions placement (QIP) on November 12, 2021, and pursuant to Regulation 32 (1) of the Listing Regulations, there was no deviation/variation in the utilization of proceeds as mentioned in explanatory statement to the notice for the general meeting, in which approval for the QIP was accorded by the shareholders.

The NIL deviation reports, in respect of the IPO and QIP has been filed by the Company on a quarterly basis, with BSE & NSE where equity shares of the Company are listed.

8. Listing Fees

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

9. Dividend

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").

10. Transfer to Reserves

The closing balance of the retained earnings (excl. securities premium) of the Company for FY 2024, after all appropriation and adjustments was Rs. 121.93 crore.

11. Deposits

The Company has not accepted any deposits during the FY 2023-'24, and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

12. Highlights of Performance of Subsidiary Companies

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

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 2023-'24 stood at GBP 183,383,463 (Previous Year: GBP 189,232,860) and the Profit after Tax stood at GBP 9,040,549 (Previous Year: GBP 6,307,665).

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 2024 stood at AED 165,841,210 (Previous Year: AED 171,596,662). Routesms FZE earned net profit for the year AED 52,855,232 (Previous Year: AED 59,515,279).

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, 2024 Masivian clocked Consolidated Revenue of COP 120,603,837,915 (Previous Year: Revenue of COP 115,691,193,187) and Profit after tax of COP 10,307,606,404 (Previous Year: Profit after tax COP 18,234,354,033).

365squared Ltd. (‘365squared'):

365squared is engaged in the business of inter alia providing technology services for mobile communications with a focus on SMS filtering, analytics and monetisation. 365analytics is a real time detection and traffic analytics software with an intelligence that is updated constantly based on our global intelligence. The Revenue of 365squared for FY 2023-'24 stood at EURO 8,557,662 (Previous Year: EURO 6,727,544). 365squared earned a Profit after tax of EURO 482,615 (Previous Year: EURO 830,402).

M.R Messaging FZE ("MRM"):

MRM is involved in the business of CPaaS (Communication Platform as a Service) solutions including A2P messaging, number lookup and 2-way messaging, offered to enterprises as well as aggregators, using its technology platform. Audited Revenue of the Consolidated MRM for the financial year ended March 31, 2024 was AED 315,220,156 (Previous Year: AED 362,988,996) and Profit after tax for the period was AED 26,499,722 (Previous Year: AED 36,372,690)

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, 2024, RMC generated a revenue of KWD 2,999,277 (Previous Year: KWD 1,772,441) with a profit of KWD 567,549 (Previous Year: KWD 263,761)

Updates on the SPA entered by the Promoters and members of the Promoter Group of the Company with Proximus Opal S.A./N.V.:

During the year, Promoters and members of the Promoter Group (collectively referred to as the "Sellers") of Route Mobile Limited ("Company") had entered into a Share Purchase Agreement dated July 17, 2023 (the "Share Purchase Agreement" or "SPA") with Proximus Opal S.A./ NV. ("Acquirer"/"Opal") and Proximus S.A. ("Proximus"), pursuant to which the Sellers propose to sell their entire shareholding in the Company (i.e. 3,64,14,286 equity shares representing 57.56% of the Expanded Voting Share Capital) ("Sale Shares") to the Acquirer. The consummation of the SPA would result in the Acquirer acquiring control over the Company. ("Proposed Transaction"). The Proposed Transaction attracted an obligation on the Acquirer to make an open offer as required under Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations").

Proximus is a provider of digital services and communication solutions operating in Belgium and international markets. The Proximus Group offers its products and services under the brands Proximus, Scarlet and Mobile Vikings. Proximus is listed on the Euronext Brussels stock exchange and major economic player in Belgium. It owns international frontrunners in digital identity APIs and communication platforms through BICS and Telesign and engaged in offerings like reliable and secure communications experiences. BICS is active in digital communications, cloud communication services, mobility and loT for telecom players, Virtual Network Operators, service providers, enterprise software providers and global enterprises. It is a subsidiary of Proximus Group. Telesign is a company based in Marina Del Rey California, United States providing digital identity and programmable communications APIs to prevent fraud and enable omnichannel engagement; Telesign is a subsidiary of Opal.

Pursuant to the mandatory open offer, the Company had constituted the Independent Directors Committee ("IDC") on July 28, 2024, in accordance with Regulation 26(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"). The Committee consisted of all independent directors of the company. The Committee engaged M/s Akasam Consulting Private Limited, a Category I Merchant Banker, for review & opinion. Basis the opinion & independent review, IDC concluded that the offer price complied with the Takeover Regulations and recommended the open offer to the shareholders for their consideration.

Accordingly, further to the above, the mandatory open offer (‘MTO') started on March 27, 2024 and closed on April 12, 2024; in relation to the Open Offer: (i) 15,768,803 Equity Shares were tendered by the Public Shareholders with the Registrar to the Open Offer. The Equity Shares "validly tendered" in the Open Offer were accepted in accordance with the SEBI (SAST) Regulations and the Letter of Offer dated March 15, 2024 ("LoF"). The payment for the 1,57,68,803 Equity Shares tendered by the Public Shareholders in the Open Offer and accepted post verification were made by the Acquirer on April 24, 2024.

In addition, Opal had also entered into a share sale agreement dated July 17, 2023 ("Share Sale Agreement") with Clear Bridge Ventures LLP, an affiliate of the Sellers (referred to as the "Sellers' Affiliate"). Pursuant to the Share Sale Agreement, the Sellers' Affiliate intends to make a minority investment in the Acquirer (Opal) and acquire 94,10,742 equity shares of the Acquirer from Proximus (representing up to a maximum of 14.5% of the share capital of the Acquirer) subject to satisfaction of the identified conditions precedent set out therein.

Mr. Rajdipkumar Gupta (Managing Director & Group CEO of Route Mobile) will also act as the Lead of the CPaaS activities of the Group. Post consummation of the transaction, the cumulative strength of Route Mobile to pursue growth momentum is expected to receive a huge fillip, with the the new synergy, and combination of Proximus, BICS, Route Mobile and Telesign (together referred as ‘Group') with the objective of increased combined revenue for CPaaS and digital identity (DI) products through footprint expansion and cross-sell opportunities, savings of operating expenses ("OPEX") from consolidation of CPaaS platform, OPEX synergies due to scale benefits and improving Group's cost.

13. Consolidated Financial Statements

The Consolidated financial statements of the Company and its subsidiaries for FY 2023-'24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent 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 annexed to this report (Annexure 1).

The names of the Companies that have become or ceased to be subsidiaries, joint ventures and associates during the year are disclosed in the annexure to this report (Annexure 2).

14. Insurance

All the properties and operations of the 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 Listing Regulations, we have also procured a directors' and officers' liability insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

15. Employee Stock Option Plan

The Company has two Employee Stock Option Plans ("RML ESOP Plans") as at March 31, 2024 viz. Route Mobile Limited Employee Stock Option Plan 2017 ("RML ESOP 2017") and Route Mobile Limited - Employee Stock Option Plan, 2021 ("RML ESOP 2021") (together referred as ‘Schemes'). The Schemes are administered by the Route Mobile Employee Welfare Trust. There are no changes made to the above Schemes and these Schemes are in compliance with the Securities and Exchange Board of India (Share- Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014] as replaced by Securities and Exchange Board of India (Share- Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021]. During FY 2023-'24, 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, 21,08,295 Options have been exercised and 1,47,685 Options remain unexercised as on March 31, 2024. 4,63,655 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 2023-'24. In respect of RML ESOP 2021, no Options have been exercised till date and 1,49,610 Options remain unexercised as on March 31, 2024.

4,61,000 Options have lapsed or cancelled due to cessation of employment.

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

16. Directors and Key Managerial Personnel

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every Annual General Meeting (‘AGM'). Hence, in terms of Section 152 of the Companies Act, 2013 (the "Act") and the Articles of Association of the Company, Mr. Rajdipkumar Gupta, Managing Director & Group CEO of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment. A brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulation, is forming part of the Notice of the ensuing AGM.

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

Mrs. Sudha Navandar, Mr. Arun Gupta, Mr. Bhaskar Pramanik, and Mr. Nimesh Salot 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, and reimbursement of expenses, if any.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company; there has been no change in the KMPs of the Company during the year:

Mr. Rajdipkumar Gupta, Managing Director & Group CEO.

Mr. Suresh Jankar, Chief Financial Officer.

Mr. Rathindra Das, Group Head-Legal, Company Secretary & Compliance Officer.

17. Remuneration policy

18. Declarations by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the 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.

19. Board, Meetings of the Board and Board Committees

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

During the year under review, the Board met Nine (09) times to transact various affairs of the Company. A detailed update on the Board, its composition, including synopsis of terms of reference of various Board Committees, number of Board and Committee meetings held during FY 2023-'24 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

20. Human Capital

At Route Mobile Limited, we recognize that our most valuable asset is our people. Our commitment to nurturing human capital extends beyond mere employment; it's about empowering individuals to realize their full potential, driving innovation, and fostering sustainable growth. In this year's annual report, we highlight our dedication to investing in human capital and the transformative impact it has on our organization and the communities we serve.

Strategic Investment in Talent: We believe in attracting, retaining, and developing top talent. Through strategic recruitment efforts, comprehensive training programs, and ongoing professional development opportunities, we ensure that our workforce remains skilled, adaptable, and equipped to meet the evolving needs of our industry. Our investment in talent not only strengthens our competitive advantage but also cultivates a culture of excellence and innovation.

Promoting Diversity and Inclusion: Diversity is not just a buzzword; it's a fundamental aspect of our success. We are committed to fostering a workplace where every individual feels valued, respected, and empowered to contribute their unique perspectives and

talents. By promoting diversity and inclusion at all levels of our organization, we not only enrich our work environment but also drive creativity, collaboration, and better decision-making. Our diverse set of people work from over 21 countries collectively ensuring success in whatever we do. Our people talk and walk one Route Culture.

Empowering Employee Well-being:

We recognize that our employees are more than just workers; they are individuals with lives outside of the workplace. That's why we prioritize their health, safety, and well-being. From healthcare benefit to flexible work arrangements, we strive to create a supportive environment where employees can thrive both personally and professionally.

23. 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 Companies Act, 2013 and the Listing Regulation is provided in the Report on Corporate Governance, which forms part of this Report.

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

In terms of Section 197 (14) of the Companies Act, 2013, remuneration paid to our Managing Director from subsidiary company viz. Route Mobile (UK) Limited was GBP 48,000.

25. Auditors & Audit Reports

• The Company has received the Practicing Company Secretary's certificate on corporate governance for FY 2023-'24. The certificate does not contain any qualification, reservation or adverse remark.

• The Secretarial Audit Report for FY 2023'24 does not contain any qualification, reservation or adverse remark.

• The Statutory Auditors' Report for FY 2023'24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report. •

• Cost Records and Cost Audit: Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

26. Statutory Auditors

Walker Chandiok & Co LLP ("WCC") has audited the books of account of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors' Report thereon. The Auditors' Report for FY 2023-'24 does not contain any qualification, reservations, or adverse remark. The said report for the financial year ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Statement of Audit Qualification:

No audit qualification was provided by the statutory auditor for the FY 2023-'24. They have issued an unmodified opinion for both the standalone and consolidated results.

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the 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 Companies Act, 2013 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 Companies Act, 2013, the Audit Committee require to evaluate the Internal Financial Control 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 Companies Act, 2013). RML has appointed M/s Pipalia Singhal & Associates to carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors. RML also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. Based on its evaluation (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation), Route Mobile Limited's audit committee has concluded that, as of March 31, 2024, 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 2023-'24), with Related Parties referred to in Section 188(1), as prescribed in AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 4.

Details of other related party transactions have been included in Note 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.

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

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

30. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries to conduct secretarial audit for the FY 2023-'24. The Report of the Secretarial Auditor is annexed to this report (Annexure 5). The report of the Secretarial Auditor for the FY 2023-'24 does not contain any qualification, reservation or adverse remark. The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co. LLP, Practicing Company Secretaries, (CP 8978; FCS 8021) to conduct the secretarial audit for the FY 2024-'25. They have confirmed their eligibility for the appointment.

Statement of Audit Qualification:

No audit qualification was provided by the secretarial auditor for the FY 2023-'24.

31. Risk Management

Risk management is an ongoing process aimed at identifying, analyzing, 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 judgments.

• 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, organizations 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, organizations 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 risktaking.

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:

Yearly 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 presents these to the Board quarterly.

Cyber 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 VAPT:

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 organization.

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 and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

33. Whistle-Blower Policy: Vigil mechanism

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc.

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

Important gains have been made in the recent decades in the participation of women in workforce in India. More women than ever are

also joining the faculty ranks in these fields and moving into leadership positions in corporate sector. There has been parallel growth in women's participation in business, government, and the nonprofit sectors as well. While progress is slow, the reduction in the "gender gap" is encouraging. However, more rapid and sustained progress in closing the gender gap, is jeopardized by the persistence of sexual harassment and its adverse impact on women's careers. To tolerate such conduct would be tantamount to a failure to respect the dignity and freedom to which every human being is entitled. All those who believe that this right to dignity is a universal fundamental value cannot accept the idea that the Community remains silent and inactive on this issue. In the wake of this, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ("POSH") came into force in India. POSH is a comprehensive legislation that was passed in light of Vishaka Guidelines. It is an in-depth version of the Vishaka Guidelines with widened scope, ambit and redressal mechanisms. The Company has zero tolerance towards sexual harassment at the workplace and has implemented a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'). Under the said Act, Internal Complaints Committee has also been constituted.

During the year under review, the Company did not receive any complaint of sexual harassment.

35. Secretarial Standards

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

36. Corporate Social Responsibility

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, effective September 20, 2022 (hereinafter "CSR Rules"), is annexed to this report (Annexure 6).

37. Other Disclosures

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

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

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

• There was no revision in the Financial Statements.

• None of the Directors or KMPs of the Company have resigned during the reporting period FY 2023-'24;

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

38. Directors' Responsibility Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Accordingly, pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

39. Annual Return

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 are annexed to this report as Annexure 7.

42. Corporate Governance

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

43. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. As required under the provisions of the Listing Regulations, the audit Committee of the Company has reviewed the management discussion and analysis report of the Company for the year ended March 31, 2024.

44. Business Responsibility and Sustainability Reporting

SEBI vide Circular No. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated May 10, 2021 had prescribed the Business Responsibility and Sustainability Report (BRSR) which was subsequently incorporated in the Master Circular No.SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and later amended on July12, 2023 in the Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 ("BRSR-2023").

Based on the recommendations of the ESG Advisory Committee and pursuant to public consultation, SEBI decided to introduce the BRSR Core for assurance by listed entities. SEBI further decided to introduce disclosures and assurance for the value chain of listed entities, as per the BRSR Core. The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes. Keeping in view the relevance to the Indian / Emerging market context, few new KPIs have been identified for assurance such as job creation in small towns, openness of business, gross wages paid to women etc. Further, for better global comparability intensity ratios based on revenue adjusted for Purchasing Power Parity (PPP) have been included. From FY 2023-'24, the top 1000 listed entities (by market capitalization) shall make disclosures as per the updated BRSR format, as part of their Annual Reports. As per BRSR-2023, top 500 Listed entities shall mandatorily undertake reasonable assurance of the BRSR Core from FY 2025-'26 onwards. The Company's BRSR is complaint with the aforesaid Circular and has been appended herewith as Annexure 8. The Company shall also procure relevant assurance per SEBI's directive when the same is applicable.

45. Sustainability Report

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 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 2024 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.