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Route Mobile Limited Proxy Solicitation & Information Statement 2025

May 27, 2025

61371_rns_2025-05-27_32a44f66-7e70-4223-8b1d-3180b66236e8.pdf

Proxy Solicitation & Information Statement

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Ref No: RML/2025-26/583

Date: May 27, 2025

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

Dear Sir/Madam,

  • Sub : Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed is a copy of the Postal Ballot Notice with the explanatory statement . The Postal Ballot Notice is being sent only by e-mail (in accordance with applicable MCA Circulars, inter alia, General Circular No. 09/2024 dated September 19, 2024 ) to those Members who have registered their e mail address with their Depository Participants or Kfin Technologies Limited (“ KFintech ”) and whose name(s) appear in the Register of Members / list of beneficial owners as maintained by the National Securities Depository Limited, Central Depository Services (India) Limited and KFintech as on the Cut-off Date i.e., Friday, May 23, 2025. Accordingly, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) to provide remote e-voting facility to the Members. The remote e-voting commences at 9:00 A.M. (IST), Thursday, May 29, 2025 and ends at 5:00 P.M. (IST), Friday, June 27, 2025 . The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the equity shares held by them in the paidup equity share capital of the Company as on the Cut-off Date. Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting is provided in the ‘ Notes ’ section to the Notice.

The voting results of Postal Ballot shall be declared on or before Tuesday, July 1, 2025 , along with the Scrutinizer's Report. The same shall be placed on the website of the Company at www.routemobile.com, on the e-voting website of NSDL viz www.evoting.nsdl.com and shall also be simultaneously communicated to BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) as well as displayed on the Notice Board at the Registered Office of the Company.

This is for your information and records as well as for the information of the Members of the Company.

Thanking you, Yours truly, For Route Mobile Limited

RATHINDR A DAS

Digitally signed by RATHINDRA DAS Date: 2025.05.27 16:39:12 +05'30'

________________ Rathindra Das Group Head Legal, Company Secretary & Compliance Officer Membership No.: F12663

Encl: Postal Ballot Notice

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ROUTE MOBILE LIMITED

CIN: L72900MH2004PLC146323 Registered & Corporate Office: SanRaj Corporate Park - 4[th ] Dimension, 3[rd ] Floor, Mind Space, Malad (West), Mumbai 400064 Tele: (022) 4033 7676 | Fax: (022) 4033 7650

Website: www.routemobile.com | Email: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 read with section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, each as amended, and applicable circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.]

REMOTE E-VOTING STARTS ON REMOTE E-VOTING ENDS ON 9:00 A.M. (IST), Thursday, May 29, 2025 5:00 P.M. (IST), Friday, June 27, 2025

Dear Member(s),

NOTICE is hereby given pursuant to Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013, ( “Act” ) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or reenactment thereof for the time being in force) ( “Rules” ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India ( “SS-2” ), each as amended and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ( “MCA” ) for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 (read with other relevant circulars issued by the MCA) and, 09/2024 dated 19[th ] September, 2024 ( “MCA Circulars” ), and any other applicable law, rules and regulations (including statutory modification(s) or re-enactments(s) thereof, for the time being in force) to transact the special business as considered in the resolution appended below ( “Resolution ”) through postal ballot only by way of remote e-voting ( “remote e-voting” ). Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice for your consideration and forms part of this ‘postal ballot notice’ ( “Notice ” or “ Postal Ballot Notice” ).

In accordance with the MCA Circulars, Notice and the e-voting instructions are being sent only by email to those Members who have registered their email address with their Depository Participants ( “DPs” ) or with KFin Technologies Limited, Registrar and ‘share transfer agent’ of the Company ( “KFintech” ) and whose names appear in the Register of Members / list of beneficial owners as received from the National Securities Depository Limited ( “NSDL” ) and Central Depository Services (India) Limited ( “CDSL” ) (collectively referred to as Depositories ) as on Friday, May 23, 2025 (“Cut-off Date”) and the communication of assent / dissent of the Members on the resolution proposed in the Notice will only take place through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, Route Mobile Limited ( “Company” ) is providing only remote e-voting facility to its members ( “Members” ), to enable them to cast their votes electronically instead of submitting the ‘postal ballot form’ physically. The instructions for remote e-voting are appended to this Notice. The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to its Members. The Notice is also available on the website of the Company i.e., www.routemobile.com.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5:00 P.M. (IST) on Friday, June 27, 2025. Remote e-voting will be blocked immediately thereafter by NSDL and no e-voting will be allowed beyond the said date and time.

The results declared along with the report from the Scrutinizer shall be placed on the website of the Company at www.routemobile.com and on the e-voting website of NSDL viz. www.evoting.nsdl.com and shall also be simultaneously communicated to BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and shall also be displayed on Notice Board at the Registered Office of the Company. The Resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. Friday, June 27, 2025.

Special Business:

Item No. 1: Appointment of Mr. Jan Van Acoleyen (DIN: 11039188), as Director (Non-Executive Non-Independent)

To consider, and if thought fit, to pass the following Resolution, as an Ordinary Resolution :

RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions if any, of the Companies Act, 2013, (" Act ") read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, and in accordance with the ‘articles of association’ of the Company, Mr. Jan Van Acoleyen (DIN: 11039188), who was appointed as an ‘additional director’ (non-executive, nonindependent) of the Company by the board of directors of the Company (“ Board ”) at its meeting held on April 16, 2025 pursuant to Section 152, Section 161 and other applicable provisions of the Act and as recommended by the ‘nomination and remuneration committee’ of the Company, and in respect of whom the company has received a notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director in the Company (“ Director ”), being eligible, be and is hereby appointed as Director (nonexecutive non-independent) of the Company with effect from April 16, 2025, liable to retire by rotation.

The Board of Directors have appointed Mr. Dhrumil M. Shah (Membership No.: F8021, Certificate of Practice No.: 8978), Partner of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, and in his absence Mr. Dhiraj Ravindra Palav (Membership No.: A61639, Certificate of Practice No.: 26159), Partner of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries as the ‘Scrutinizer’ ( “Scrutinizer” ) to scrutinize the remote e-voting process in a fair and transparent manner.

1 Route Mobile Limited | Notice of Postal Ballot

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RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any one of the Directors with power to further delegate to or any other officer(s) / authorized representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Route Mobile Limited

Sd/-

Rajdipkumar Gupta Managing Director DIN: 01272947

Date: May 21, 2025

Place: Mumbai

Registered & Corporate Office:

SanRaj Corporate Park, 4[th ] Dimension, 3rd Floor, Mind Space, Malad (West), Mumbai – 400 064

Tel: +91 (022) 40337676 | Fax: +91 (022) 40337650 Email: [email protected] Website:

www.routemobile.com

2 Route Mobile Limited | Notice of Postal Ballot

Notes :

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  1. The relevant explanatory statement pursuant to the provisions of section 102(1) of the Act, SS-2, and the Listing Regulations, wherever applicable, setting out the material facts and reasons, in respect of Item No. 1 of this postal ballot notice, is appended herewith below for information and consideration of Members and the same should be considered as part of this Notice.

  2. The MCA vide MCA Circulars, has permitted companies to conduct the postal ballot by sending the notice in electronic form. Accordingly, physical copy of the postal ballot notice along with postal ballot form and pre-paid business reply envelope will not be sent to the members for this postal ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.

  3. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, the Company is pleased to provide facility of remote e- voting, to enable its members to cast their votes electronically in respect of the resolution as set out in this postal ballot notice (‘remote e-voting’). The Company has engaged the services of NSDL to provide e-voting facility to its Members.

  4. In conformity with the regulatory requirements, the Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the list of Beneficial owners maintained by the Depositories as on Friday, May 23, 2025 (“Cut-off Date”), and who have registered their e-mail addresses with the Company or with the Depositories. Members may note that this Postal Ballot notice will also be available on the Company’s website of the Company at http:// www.routemobile.com the website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com and the website of NSDL at www.evoting.nsdl.com.

  5. Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on the Cut-off Date. Only those Members whose names are recorded in the ‘register of members’ of the Company or in the ‘register of beneficial owners’ maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Friday, June 27, 2025. All the members of the Company as on the Cut-off Date shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the Cut-off Date shall treat this Notice for information purpose only .

  6. Members can vote on the Resolution only through remote e- voting. Remote e-voting will commence at 9 :00 A.M. (IST) on Thursday, May 29, 2025 and will end at 5:00 P.M. (IST) on Friday, June 27, 2025. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, May 23, 2025, i.e. Cut-off Date , may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

  7. The Company hereby requests all its members to register/ update their email addresses, if not yet registered/updated, to promote green initiative and to enable the Company to provide all communications to the members through email.

  8. Members holding shares in dematerialised form are requested to register/update their KYC details including email address with their respective Depository Participants. Members holding shares in physical form are requested to register/update their KYC details including email address by submitting duly filled and signed Form ISR- 1 along with such other documents as prescribed in the Form to KFin.

Form ISR-1 is available on the website of the Company at https://routemobile.com/registrar-share-transfer-agent/ and on the website of KFin at https://ris.kfintech.com/ clientservices/isc/isrforms.aspx.

  1. The Board of Directors have appointed Mr. Dhrumil M. Shah (Membership No.: F8021, Certificate of Practice No.: 8978), Partner of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, and in his absence Mr. Dhiraj Ravindra Palav (Membership No.: A61639, Certificate of Practice No.: 26159), Partner of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries as the ‘Scrutinizer’ (“Scrutinizer”) to scrutinize the Postal Ballot process in a fair and transparent manner. The Scrutinizer’s decision on the validity of e- voting will be final.

  2. All the documents referred to in this Notice and Explanatory Statement will be available for inspection through electronic mode by the Members between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays & Sundays, from the date hereof until the last date of remote e-Voting. Members seeking to inspect such documents can send a request over an e-mail to [email protected] from their registered email address mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  3. Information and instructions for remote e-voting (‘Remote E- Voting’)

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on ‘e-Voting facility provided by Listed Companies’, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

3 Route Mobile Limited | Notice of Postal Ballot

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Log-in Method
Individual
Shareholders
holding
securities in demat mode with NSDL

1.
For
OTP
based
login
you
can
click
on
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-
digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received
on registered email id/mobile number and click on login. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website
of NSDL for casting your vote duringthe remote e-Voting period.
2.
ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
either on a Personal Computer or on a mobile. On the e-Services home page click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’section, this will
prompt you to enter your existing User ID and Password. After successful authentication, you will
be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting
service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
3.
If you are not registered for IDeAS e-Services, option to register is available athttps://
eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
4.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code
as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
5.
Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by
scanning
the
QR
code
mentioned
below
for
seamless
voting
experience.
Individual Shareholders holding
securities in demat mode with
CDSL
1.
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id
and password. Option will be made available to reach e-Voting page without any further
authentication. The users to login Easi / Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your
existingmyeasi username &password.
2.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e- Voting period. Additionally, there are
also links provided to access the system of all e-Voting Service Providers, so that the user
can visit the e-Votingserviceproviders’website directly.
3.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration
option.
4.
Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN from e- Voting link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be able to see the e-Voting
option where the e-Voting is in progress and also able to directly access the system of all e-
VotingService Providers.
Individual
Shareholders
(holding
securities in demat mode) login
through
their
depository
participants
You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see
e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your
vote duringthe remote e-Voting period.
Important note:Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.

4 Route Mobile Limited | Notice of Postal Ballot

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request
at [email protected] call at022 - 4886 7000
Individual shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request
at [email protected] or contact at toll free no.1800-21-09911
B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders
holding securities in physical mode.
How to Log-in to NSDL e-Voting
website?
1.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2.
Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’section.
3.
Alternatively, if you are registered for NSDL eservices i.e.IDeAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to
Step 2-i.e. Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID isIN300and Client ID is12then your user ID is
IN300
12**.
b) For Members who hold
shares indemat account
with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio Number registered with the Company
Physical Form. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

5 Route Mobile Limited | Notice of Postal Ballot

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  • (5) Password details for shareholders other than Individual shareholders are given below:

  • (a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  • (b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

(c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

(6) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • (a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • (b) "Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.

  • (c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • (7) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • (8) Now, you will have to click on “Login” button.

  • (9) After you click on the “ Login” button. Home page of e- voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  2. Select “EVEN” of company i.e., 133744 for casting your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self -attested scanned copy of Aadhar Card).

  2. In case shares are held in demat mode, please provide DPIDCLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self -attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Sr. No. 11 Step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e- voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General Guidelines for Members:

  1. Institutional shareholders and Trusts (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter etc. with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- mail to [email protected] with a copy marked to [email protected]. Institutional shareholders can also upload their Board Resolution/ Authority Letter/Power of Attorney etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. Those shareholders whose email addresses are not registered with the Company /Depositories may send a request to [email protected] for procuring User ID and Password for e-voting.

6 Route Mobile Limited | Notice of Postal Ballot

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  1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www. evoting.nsdl.com or call on toll free no.: +91 22 4886 7000 or send a request at [email protected].

  2. The Scrutinizer shall, after conclusion of remote e-voting submit his report to the Chairman of the Company. The result of the postal ballot will be declared by the Chairman of the Board or the Managing Director or the Company Secretary, duly authorized by the Chairman, in this regard, within two working days of conclusion of remote e-voting process i.e. on or before July 1, 2025 and will be communicated to the Stock Exchanges viz. the National Stock Exchange of India Limited and the BSE Limited where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website at www.routemobile.com and on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Friday, June 27, 2025. The said results will also be displayed on the notice board of the Company at the Registered Office of the Company.

  3. Members may contact the Company or NSDL for conveying queries / grievances, if any, relating to the conduct of the postal ballot and e-voting, at the following address:

7

Route Mobile Limited | Notice of Postal Ballot

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Route Mobile Limited

National Securities Depository Limited

CIN: L72900MH2004PLC146323 Address: T301, 3rd Floor, Naman Chambers, G Block, Plot No- C- Registered & Corporate Office: SanRaj Corporate Park - 4[th ] 32, Bandra Kurla Complex, Bandra East, Mumbai- 400051 Dimension, 3[rd] Floor, Mind Space, Malad (West), Mumbai – 400 064 Email ID: [email protected] Tel: +91-22-40337676 Contact no..: +91 22 4886 7000. Fax: +91-22-40337650 Contact Person: Ms. Prajakta Pawle, Executive Email: [email protected] Website: www.routemobile.com

By Order of the Board of Directors For Route Mobile Limited

Date: May 21, 2025 Place: Mumbai

Sd/Rajdipkumar Gupta Managing Director DIN: 01272947

8 Route Mobile Limited | Notice of Postal Ballot

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EXPLANATORY STATEMENT

Item No. 1:

The Board of directors of the Company (“ Board ”) at their meeting held on April 16, 2025, based on the recommendation of the nomination and remuneration committee of the Company appointed Mr. Jan Van Acoleyen (DIN: 11039188), as an additional director (Non-Executive NonIndependent) (“ Additional Director ”). The Company has received all statutory disclosures/declarations including: (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (the “ Appointment Rules ”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that they are not disqualified under sub-section (2) of Section 164 of the Act. He has also confirmed that he is not debarred from holding office of director by virtue of any order of Securities and Exchange Board of India (“ SEBI ”) or any other such authority. The Company has also received a notice under Section 160 of the Companies Act, 2013 from a Member, intending to nominate Mr. Jan Van Acoleyen to the office of ‘director’ in the Company (“ Director ( s )”).

As per Section 161 of the Act, an additional director can hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment(s) / modification(s) / re-enactment(s) thereto) (“ Listing Regulations ”), a listed entity is required to ensure that approval of members of is obtained for appointment of a person on the board of directors of company, is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Mr. Jan Van Acoleyen is the Human Capital Lead of Proximus Group, a public limited liability company of public law (société anonyme de droit public/ naamloze vennootschap van publiek recht) (“ Proximus ”), the ultimate holding Company of Route Mobile Limited. As per the ‘nomination and remuneration policy’ of the Company, no remuneration is payable to directors who are employees of Proximus group and accordingly Mr. Jan shall not be paid any remuneration, including sitting fees. Approval of the Members for the appointment of Mr. Jan Van Acoleyen as Director (Non-Executive Non-Independent) of the Company w.e.f. April 16, 2025, liable to retire by rotation , pursuant to Sections 149, 150, 152 and other applicable provisions of the Act and the rules made thereunder (including any statutory modification(s) or reenactment(s) thereof) is being sought, by way of Ordinary Resolution.

Additional Information (including a brief profile is attached as Annexure II ) in respect of Mr. Jan Van Acoleyen, along with other necessary details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2), is provided as Annexure I to this Notice.

No director, key managerial personnel, or their relatives except Mr. Jan Van Acoleyen, to whom the resolution relates, are interested in or concerned with the resolution in Item No. 1. The Board of Directors recommends the resolution regarding appointment of Mr. Jan Van Acoleyen, as Non-Executive Non-Independent Director of the Company for consideration and approval of the Members of the Company by way of an Ordinary Resolution.

9 Route Mobile Limited | Notice of Postal Ballot

Annexure I

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DETAILS OF DIRECTOR SEEKING APPOINTMENT THROUGH THIS POSTAL BALLOT NOTICE

[Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard (‘SS-2’) on General Meetings issued by the ICSI]

Name of the Director Mr. Jan Van Acoleyen
DIN 11039188
Designation/Categoryof Directorship Director(Non – Executive Non – Independent)
Age 62
Date of first appointment on the Board April 16,2025
Qualification Mr. Jan Van attended the KU of Louvain and obtained a Master Educational
(Policy & Management) Sciences in 1986, followed by an EMBA at the
Antwerp Management School in 1991, later complemented by human
resources and business programs at
the London Business School and the Stanford University.
Experience Around 30years
Expertise in specific functional areas Telecommunications Industry, Human Resource Strategy and Mergers
and Acquisitions.
Remunerationproposed to bepaid None
Last drawn Remuneration None
Relationship with other Directors, Manager
and other KeyManagerial Personnel
None
Number of Board Meetings attended during
the FY 2025-’26(upto May21, 2025)
Two (2) meetings
Directorships held in other companies 1.
BICS SA/NA
2.
Tornio Holding Corp.
3.
Telesign Holding Inc.
4.
Telesign Corp.
5.
Proximus Global SA
6.
MWingz SRL /BV
7.
Be- Mobile SA/NV
8.
SD Worx Staffing & Career Solutions SA/NA (KBO
689.610.216)
9.
SD WORX NV ( KBO 0644.841.746)
10. Experience@Work
11. BeCode
Member/ Chairperson of committees of the
other Companies
None
Names of listed entities from which resigned in
the past three years
None
No. of shares held: (a) Own (b) For other
persons on a beneficial basis
Nil
Terms
and
Conditions
of appointment/reappointment
Appointment as Director (Non – Executive Non – Independent) of the
Company pursuant to Sections 149, 152 and other relevant provisions of
the Companies Act, 2013, liable to retire by rotation.
Skills and capabilities required for the role
and the manner in which the proposed person
meets such requirements
Not Applicable
Note: The Directorship, Committee Memberships and Chairmanships do not include position as advisory board member(s)
and position in Companies under Section 8 of the Companies Act, 2013, if any.

10 Route Mobile Limited | Notice of Postal Ballot

Annexure II

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BRIEF PROFILE OF MR. JAN VAN ACOLEYEN

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Mr. Van Acoleyen is today the Human Capital Lead of Proximus Group since May 2016. Proximus is a digital communications company of about 12.000 employees operating in the Benelux and international markets. It is the leading Belgian provider of communication and ICT services as well as a top 3 ranked international provider of CPAAS, interconnection and digital identity services. Jan reports to the President & CEO of the Proximus Group and is member of the Proximus Executive Committee. He is also a member of the BeMobile (Chair), Belgacom International Carrier Services, Telesign, Proximus Global, MWingz and Proximus Pension Fund Boards of Directors. He serves too as independent Board Member on the SD Worx and Vlaeynatie Board of Directors.

He started his career as Consultant and Business Manager at the Brussels Office of DIP Consulting from 1988-1994. After that he served in several HR roles at Alcatel in the telecommunications as well as semiconductor business, the last one being Vice-President of HR for Alcatel Western Europe until 2004. During 2004-2006 he was the Corporate Vice- President of Human Resources for Agfa-Gevaert N.V. and then joined Barco in January 2007 as Chief Human Resources Officer up till May 2016, when he joined Proximus.

Mr. Van Acoleyen attended the KU of Louvain and obtained a Master Educational (Policy & Management) Sciences in 1986, followed by an EMBA at the Antwerp Management School in 1991, later complemented by human resources and business programs at the London Business School and the Stanford University. Most recently he attended the Directors’ Program at INSEAD. Mr. Van Acoleyen loves to work in fast moving technology environments helping to build and grow teams and organizations into sustained growth on a global scale. He is fascinated by the power of teams, culture and organizational capabilities as key to success or failure.


11 Route Mobile Limited | Notice of Postal Ballot