(c) Rights, preferences and restrictions attached to equity shares
The Company has one class of equity shares having a par value of C 10 each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts and the distribution will be in proportion to the number of equity shares held in the Company.
(e) Shares reserved for issue under options:
For details of shares reserved for issue under the employee stock option plan (ESOP), refer note 43.
(f) Ordinary shares allotted as fully paid pursuant to contract(s) without payment being received in cash during the period of immediately preceding five years: Nil
(g) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared aggregate number and class of shares allotted as fully paid-up by way of bonus share: Nil
(h) Aggregate number and class of shares bought back during the year of immediately preceding five years:
861,021 equity shares were bought back by the Company during the year ended 31 March 2023.
B. Nature and purpose of reserves
(i) Retained earnings
Retained earnings represents the profits earned by the Company till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(ii) Securities premium
Securities premium is credited when shares are issued at premium. These reserves are utilised in accordance with the provisions of the Companies Act, 2013.
(iii) Share options outstanding
This represents fair value of the stock options granted to eligible employees of the Company. The reserve will be utilised on exercise of the options.
(iv) Capital redemption reserve
In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from securities premium.
I. Fair value hierarchy
The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:"
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
II. Valuation techniques and significant unobservable inputs
The fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, loans, trade payables, lease liabilities and other financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments.
34 Financial risk management
The Company's principal financial liabilities comprises of trade payables, lease liabilities and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, current investments, trade and other receivables, cash and cash equivalents and other bank balances.
The Company's activities expose it to credit risk, liquidity risk and market risk. The Company's risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and business activities.
A Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. The financial instruments that are subject to concentration of credit risk principally consists of trade receivables, current investments, loans, cash and bank balances and bank deposits.
The trade receivables of the Company are typically non-interest bearing un-secured customers. The customer base is widely distributed both economically and geographically.
Credit risk is controlled by analysing credit limits and credit worthiness of the customer based on their financial position, past experience and other factors, on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.
The credit limit policy is established considering the current economic trends of the industry in which the Company is operating.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates, accordingly, provision is created.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.
B Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement.
The liquidity risk principally arises from obligations on account of following financial liabilities viz. trade payables, lease liabilities and other financial liabilities.
The Company's corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments at each reporting date:
C Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of two types of risk: Foreign currency risk and price risk. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk.
(i) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions in several currencies through its sales in overseas markets and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure on overseas sales is partly balanced by purchasing of services in the respective currencies.
(ii) Price risk
The Company is exposed to price risk from its investment in mutual funds classified in the balance sheet at fair value through profit and loss.
To manage its price risk arising from the investment, the Company has invested in the mutual fund after considering the risk and return profile of the mutual funds i.e. the debt profile of the mutual fund indicates that the debt has been given to creditworthy banks and other institutional parties and equity investment is made after considering the performance of the stock.
35 a) Capital management
The Company's objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain the capital structure, the Company monitors the return on capital, as well as the levels of dividends to equity shareholders. The Company is not subject to externally imposed capital requirements.
The Company monitors capital on the basis of the gearing ratio, however there is no outstanding debt as on 31 March 2026 and 31 March 2025.
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38 Commitments and contingent liabilities A) Contingent liabilities
As at As at 31 March 2026 31 March 2025
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Claims against the Company not acknowledged as debts
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(i) Service tax matter
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-
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0.25
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(ii) Income-tax matter
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17.55
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17.85
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(iii) Goods and Services tax (GST)
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73.21
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85.32
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(iv) Guarantees given on behalf of the Company by banks
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90.56
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160.60
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(v) Guarantees given on behalf of a subsidiary by the Company
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-
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457.50
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181.32
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721.52
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II Defined benefit plans: -
The Company provides for gratuity benefit under a defined benefit retirement scheme (the “Gratuity Scheme") as laid out by the Payment of Gratuity Act, 1972 of India covering eligible employees. Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using the Projected Unit Credit Method by an independent actuary in accordance with Indian Accounting Standard-19, 'Employee Benefits'. The Gratuity Scheme is a non-funded scheme and the Company intends to discharge this liability through its internal resources.
Notes:
a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of pending resolution of the respective proceedings.
b) The amounts disclosed above represent the best possible estimates arrived at on the basis of available information.
c) On the demands mentioned above, pertaining to the income tax and GST matters, the Company is contesting and believes that its position are likely to be upheld. Further the management does not expect any adverse material outcome of the above and hence no provision of the same has been made in this regard.
B) Provident fund
The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to inclusion of certain allowances within the scope of "Basic wages" for the purpose of determining contribution to provident fund under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. The management, based on legal advice, is of view that the applicability of the judgement to the Company, with respect to the period and the nature of allowances to be covered due to interpretation challenges, and resultant impact on the past provident fund liability, cannot be reasonably ascertained.
) The Company has provided letter committing continuing financial support to its subsidiary, Route Mobile Pte. Ltd. to enable it to meet its day to day obligation/commitment; to the extent this entity may be unable to meet its obligations.
Sensitivity analysis method
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and same data, method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined benefit obligation.
(h) Risk exposure:
Valuation are based on certain assumptions, which are dynamic in nature and may vary over
time. As such valuations of the Company is exposed to follow risks-
(a) Salary increase: Higher than expected increases in salary will increase the defined benefit obligation.
(b) Investment risk: Since the plan is unfunded then asset liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the defined benefit obligation.
(c) Discount rate: The defined benefit obligation calculated use a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
(d) Mortality and disability: If the actual deaths and disability cases are lower or higher than assumed in the valuation, it can impact the defined benefit obligation.
(e) Withdrawals: If the actual withdrawals are higher or lower than the assumed withdrawals or there is a change in withdrawal rates at subsequent valuations, it can impact defined benefit obligation.
(i) Projected net defined benefit cost to be included in statement of profit and loss for the next financial year (2026-27) is estimated to be C 2.02 crores.
(j) Effective 21 November 2025, the Government of India has consolidated multiple existing labour legislations into a unified framework comprising of four Labour Codes - The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and The Occupational Safety, Health and Working Conditions Code, 2020. Per evaluation done by the management, on the basis of the information and guidance available as on date, the aforementioned legislations do not have any material impact on the Company.
III. Compensated absences
The Company has provided C 0.09 crores (31 March 2025: C 0.08 crores) towards compensated absences during the year ended 31 March 2026.
IV. Share-based payment transaction
Refer note 43
1. The Company as a lessee has obtained certain assets such as immovable properties on various leasing arrangements for the purposes of setting up of offices. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-to-use asset and a lease liability. The Company has presented its right-of-use assets separately from other assets. Each lease generally imposes a restriction that unless there is a contractual right for the Company to sub-lease the asset to another party, the right-of-use asset can only be used by the Company.
2. Additional information on extension/ termination options
Extension and termination options are included in a number of property lease arrangements of the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. The majority of extension and termination options held are exercisable are based on consent of the Company.
3. There are no sale and leaseback transactions.
4. Payments associated with short-term leases of premises are recognised on straight line basis as an expense in profit or loss.
5. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate. The weighted average incremental borrowing rate applied is 10.50% (31 March 2025: 10.50%).
6. There are no leases which are yet to commence as at 31 March 2026.
43 Employee Stock Option Plan (ESOP)(a) ESOP Plan - 2017
The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the 'Trust') formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2017 (the 'ESOP Scheme 2017'). The shareholders at its meeting held on 12 October 2017 approved grant of 2,500,000 employee share options to eligible employees under the ESOP Scheme 2017
(b) ESOP Plan - 2021
The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries through Route Mobile Employee Welfare Trust (the 'Trust') formed for the purpose. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Route Mobile Limited- Employee Stock Option Plan 2021 (the 'ESOP Scheme 2021'). The shareholders through postal ballot on 19 April 2021 approved grant of 2,800,000 employee share options to eligible employees under the ESOP Scheme 2021.
45 Funds amounting to C 86750 crores raised by the Company pursuant to a Qualified Institutional Placement (QIP) in the previous years are being duly utilised as per the objects stated in the placement document and the unutilised amount from the aforementioned QIP has been temporarily invested in fixed deposits with scheduled commercial banks as at 31 March 2026.
46 Audit trail
The Ministry of Corporate Affairs (MCA) has, in the previous year, prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The audit trail feature was not enabled at the database level to log any direct data changes for accounting software, Odoo and the server Platform, used for maintenance of all accounting records by the Company. Audit trail (edit log) is enabled at the application level.
Further, the Company's payroll processing is outsourced to third party service provider. The Company has obtained the 'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization) for the year ended 31 March 2026. However, the service auditor has not specifically covered the maintenance of audit trail at database level.
The audit trail has been preserved by the Company as per statutory requirements for record retention except at database level.
49 Other Statutory Information
(i) The Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Further, no proceedings have been initiated or pending against the Company for holding any benami property under the Act and rules mentioned above.
(ii) The Company does not have any transactions with companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.
(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(v) The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company does not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the income-tax Act, 1961.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(ix) The Company has not revalued its property , plant and equipment (including right-of-use asset) or intangible asset or both during the current or previous year.
(x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(xi) The Company has complied with the number of layers prescribe under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules 2017.
50 Figures of the previous year has been re-grouped/re-arranged wherever considered necessary to make them comparable with the current year, however, the impact of the same is not material to the financial statement.
This is the notes to the standalone financial statements including material accounting policy information and other explanatory information referred to in our report of even date.
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