Route Mobile Limited — M&A Activity 2023

May 30, 2023

Ref No: RML/2023-24/368

Date: May 30, 2023

To,

BSE Limited National Stock Exchange of India Limited Scrip Code: 543228 NSE Symbol: ROUTE

Dear Sir/Madam,

Sub: Scheme of Amalgamation between Start Corp India Private Limited, (Transferor Company and wholly owned subsidiary of the Company) and Send Clean Private Limited, (Transferee Company and wholly owned subsidiary of the Company) and their respective shareholders and all concerned (Scheme)

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that with regard to the subject mentioned herein above, certified true copy of the Order of National Company Law Tribunal, Mumbai sanctioning the Scheme of Amalgamation between Start Corp India Private Limited (Transferor Company and Wholly Owned Subsidiary of the Company) and Send Clean Private Limited (Transferee Company and Wholly Owned Subsidiary of the Company) and their respective shareholders and all concerned, has been filed in Form INC-28 of the Companies Act, 2013, by Start Corp India Private Limited and Send Clean Private Limited on May 29, 2023 and May 30, 2023 respectively with the Registrar of Companies, Mumbai (ROC). In terms of the provisions of the Scheme, the Effective Date is May 30, 2023, and the Appointed Date of the Scheme is April 1, 2021. As the Scheme has become effective on May 30, 2023; and from the Appointed Date i.e. April 1, 2021, all properties, assets, investments, liabilities, etc. of Start Corp India Private Limited stands merged with and transferred to and vested in Send Clean Private Limited, on a going concern basis in the manner as stated more particularly in the Scheme.

Consequent to the above and subject to approval of Form INC-28 by the ROC, Start Corp India Private Limited stands dissolved without winding-up and hence, the said Transferor Company has ceased to be a wholly owned subsidiary of the Company.

The details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are given in the Annexure to this letter.

The above is for your information and record.

Yours truly, For Route Mobile Limited

Digitally signed by: Rathindra das DN: CN = Rathindra das C = IN O = Personal Date: 2023.05.30 20:47:55 +05'30'

Rathindra das

__________________________________________________________________________ Rathindra Das

Group Head‐ Legal, Company Secretary & Compliance Officer Membership No: A24421

Encl.: As above

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Annexure

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

a)	Name of the entity(ies) forming part ofthe amalgamation/merger, details inbrief such as, size, turnover etc.;	Transferor Company- Start Corp India Private LimitedTurnoverfortheyearendedMarch31,2023Rs. 2,63,01,054Transferee Company- Send Clean Private Limited (formerlyknown as “Cellent Technologies (India) Private Limited)Turnover for the year ended March 31, 2023 Rs. 23,41,01,474
b)	Whether the transaction would fallwithin related party transactions? If yes,whether the same is done at "arm'slength”	Start Corp India Private Limited (Wholly-owned Subsidiaryof the Company) stands merged in Send Clean PrivateLimited (Wholly-owned Subsidiary of the Company).The Company (i.e., Route Mobile Limited) is not directlyinvolved in the merger scheme, apart from being ashareholder of both the entities and would not fall withinrelated party transactions.
c)	Areas of Business of the Entity(ies)	cloud communication services
d)	Rationale for the amalgamation/ merger	Both the Companies are directly or indirectly in the same lineof business activities and therefore, the amalgamation (byway of merger by absorption) of the Transferor Companywith the Transferee Company will result in the consolidationof entire operations of the Amalgamating Company into theAmalgamated Company and will further simplify the groupstructure by aligning the interest of various stakeholders intothe Amalgamated Company achieving business andadministrative synergies, reducing administrative costs,avoiding duplication of efforts, economies of scale and attainefficiencies.
e)	In case of cash consideration – amount orotherwise share exchange ratio	Share entitlement/exchange ratio: 5.1679 equity shares ofRs. 10/- each of Send Clean Private Limited (TransfereeCompany).
f)	Brief details of change in shareholdingpattern (if any) of listed entity	There will be no change in the shareholding pattern as StartCorp India Private Limited and Send Clean Private Limitedare Wholly Owned Subsidiaries of the Company and theTransferee Company namely Send Clean Private Limited willremain the Wholly Owned Subsidiary of the Company.

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