OnMobile Global Ltd Directors Report.

Dear Shareholders,

The Board of Directors are pleased to present the 21st Annual Report on the business and operations of the Company together with the audited standalone and consolidated financial statements for the year ended March 31, 2021.

RESULTS OF OPERATIONS FOR THE YEAR 2020-21

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2020-21 is as follows:

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from operations 1,946.82 2,038.41 5,512.92 5,724.24
Earnings/(Loss) before other income, depreciation and amortization, finance charges, Exceptional item and tax 234.53 (14.64) 682.47 408.89
Exceptional item 83.73 36.71 (46.62) (82.00)
Profit/(Loss) before other income, depreciation and amortization, finance charges and tax 150.80 (51.35) 729.10 490.89
Profit/(Loss) before tax 230.99 83.42 663.78 434.73
Profit/(Loss) for the year 116.05 (15.15) 459.86 275.83
Total Comprehensive Income 111.68 (10.35) 538.01 422.10
for the year
Equity Share Capital 1,044.96 1,056.96 1,044.96 1,056.96
Other Equity 5,969.34 6,022.91 5,216.08 4,843.32
Networth 7,014.30 7,079.87 6,261.04 5,900.28
Net Block 109.00 112.10 323.00 341.81
Net Current Assets 1,715.28 1,892.75 2,059.81 2,648.34
Cash and Cash Equivalents (including other bank balances and current and non-current investments) 1,952.07 2126.45 2,661.61 2,744.86
Earnings/ (Loss) per share (Diluted) (In ) 1.11 (0.14) 4.41 2.61

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW Standalone Financials

During 2020-21, the Company recorded net revenue of 1946.82 million, as compared to 2,038.41 million in 2019-20. The Profit after tax of the Company is 116.05 million in 2020-21 as compared to (15.15) million in 2019-20. The diluted Earnings Per Share (EPS) is 1.11 per share in 2020-21 as compared to (0.14) per share in 2019-20.

Consolidated Financials

During 2020-21, the Company recorded consolidated net revenue of 5512.92 million, as compared to 5,724.24 million in 2019-20. The consolidated Profit after tax of the Company for the year 2020-21 is 459.86 million as compared to 275.83 million in 2019-20. The consolidated diluted Earnings Per Share (EPS) for the year 2020-21 is 4.41 per share as compared to

2.61 per share in 2019-20.

Appropriations Dividend

Your directors are pleased to recommend the following dividend for the financial year ended March 31, 2021 which is payable on obtaining the shareholders approval in the 21st Annual General Meeting scheduled on September 29, 2021:

Particulars of dividend Par value () Percentage Dividend amount per equity share () Date of Recommen- dation Book Closure Date
Final Dividend 10.00 15% 1.50 May 28, 2021 September 23, 2021 to September 29, 2021 (both days inclusive)

The total dividend payout amount for the year inclusive of applicable withholding taxes is estimated to be 156.74 Million. Barring unforeseen circumstances, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements and any other strategic priorities identified by the Company.

After providing for the dividend, the Company proposes to retain 3072.38 million in the Statement of Profit and Loss. The

Company is not proposing to transfer any amount to reserves from the profits of the financial year 2020-21.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at the below link: https://www.onmobile.com/sites/default/files/cg_policy/

Dividend_Distribution_Policy.pdf

Liquidity

As on March 31, 2021 the Company had liquid assets including investments in fixed debentures of 2,661.61 million.

BUY BACK

The Board of Directors at their meeting held on April 09, 2020, have approved buy back of equity shares of the Company from the Open Market through the Stock Exchange Mechanism up to an aggregate amount of 54.10 Crore subject to a maximum of 19,321,429 equity shares for a price not exceeding 28/- per share.

The buyback offer opened on April 24, 2020 and the Company had bought back 2,247,881 equity shares during the year under review. The market price has gone beyond the buyback offer price of 28/- per equity share from July 24, 2020 and hence the company could not buyback any equity shares w.e.f. July 24, 2020. The Company closed the buyback offer on October 23, 2020. As a result of this Buy Back, the issued and paid-up share capital of the Company had reduced from 105,696,202 shares to 103,448,321 shares as on October 23, 2020.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company allotted 10,47,992 equity shares on the exercise of stock options under its various Employee Stock Option Plans.

As a result of the aforesaid buyback and the allotment of equity shares under ESOPs, the issued and paid-up share capital of the Company as on March 31, 2021 stands at 1,044,963,130.

SIGNIFICANT EVENTS: 2020-21

In FY 20-21, we embarked on enhancing our gaming portfolio while we continued to expand and diversify into new products and channels, building additional features and capabilities, significantly in the digital ecosystem.

We also won significant new deals across the world while also renewing most of our existing contracts which were due this year.

Products

OnMobile Tones primary focus over the year was to revamp the baseline RBT Mobile Application and Web Apps to build an experience that is simple, intuitive and exciting while creating more value for the end user. Our baseline App currently counts for more than 1 Million Monthly Active user bases with a rating of 4.2+ for a large telecom partner in India. We provided rich and personalized experience to the users through continuous push and in-App notifications. No other telco digital RBT destination comes close to these stats.

We also upgraded to the newly designed Flutter based App version 3.0 catering to all the iOS and Android users simultaneously in multiple markets, thereby, extending novel features like Ring Tones in Spain and India. Ring tone services were part of the new version to create more value for the end users.

We remain focused on increasing our digital tones service reach through operator self-care App integrations. We developed Tones SDK for both Android and iOS, which were integrated to a large telecom partners self-care App in Bangladesh. They are live with significant contribution to digital Tones service growth. The year saw the launch of our first game, Challenges Arena, a single destination to play casual challenges on thousands of quiz questions and trivia across multiple categories. Challenges Arena was launched with one telecom operator in India in FY 21 and rolled out internationally in FY 22.

The product stands out due to certain key features which include:

Immersive content: Multimedia based content formats like Pictionary, Jigsaw, word games, number games, puzzles and HTML5 games

Social game play: Challenge online players for 1-1 battle, Multiplayer battles, tournaments. Also, invite friends to battles and have fun

Gamification: Gamified winning experience during game play, through one tap surprise activities like spin wheel, treasure chest and scratch cards

Convenient payment methods: Multiple payment options include paying via mobile balance, internet banking, UPI, wallets and card payments

Instant ranking & Replay to improve rank: Real time leaderboard & ranking once you finish the challenge

Challengers Area is available in the form of PWA (Progressive Web App) now, and will be available in App and SDK forms shortly.

Customers stand a chance to win exciting daily, weekly, monthly & bumper prizes. Winners will be selected based on their performance at the end of the challenge period. OnMobiles ISO

27001 certified while focusing on protecting the user data.

We have also been developing our first B2C product, ONMO, a Mobile Cloud Gaming platform for Casual eSports & Social Play with 1000s of customized game Challenges. Teams across India, Canada and Sweden have been collaborating. The beta version of ONMO with virtual currency battles was launched in May 2021. The player feedback has been good and we are working on adding more compelling features and monetization in FY 21-22.

Partnerships Region: East

Pan-India Deal for Airtel RBT Deployment

Airtel India was looking to give Hello Tunes free to a certain segment of Wnyk & Thanks users. As a part of that initiative they wanted to have a single partner powering their Hello Tunes platform. This deal was bagged by OnMobile due to our superior technical and product capability on RBT.

Challenges Arena launched for all Vodafone Idea users

With their focus on providing unique and engaging services to its users, Vodafone Idea Ltd wanted to provide a socially immersive quiz & trivia service on digital platform. Vi chose Challengers Arena due to its unique & differentiating features, as the product to provide these service to users across the country.

Vi and OnMobile launched the service during the first week of

March and the initial results have been encouraging.

Partnership with Sony India for SMS-based Contest for KBC12

Sony India partnered with OnMobile Global to launch the

KBC12 contest on SMS for qualification of users for the main event. The campaign ran from 9th May 2020 to 23rd May 2020 and 3.5 million SMS were sent during that period.

Region: West

Partnership with Sony Music & Universal Music

OnMobile has signed new agreements with Sony Music & Universal Music to use their content catalogue for Ringback tone services in Vodafone Spain. These tie-ups have strengthened OnMobiles position in Spain as the only Company to have direct agreements with 2 major Music Labels for RBT Content.

Kids Planet free version in bundle with Vodafone Share Remix Junior Tariff Plan

Since Mar21, all Vodafone customers activating Junior tariff plan, are receiving an SMS to activate Kids Planet for 12 months, free of charge. This is the first step to integrate and offer other

OnMobile products bundled with Vodafone tariff plans (next in line will be Games).

Online Cooking Academy for Emocion users

An online cooking academy was launched in Feb21 under the brand of the most famous cooking TV show in the world, Masterchef (Escuela) broadcasted in Spain through the public channel TVE1, with an exclusive 10% discount to Emocion users.

Integration for Telefnica Corporation and Apple Music

After Telefnica Corporation signed the contract with Apple, OnMobile integrated the service linking the carrier billing with Boku, an external billing integrator, while matching Apple

Musics many requirements and specifications.

Recognition

OnMobile Kids has been mentioned as a leading example of a platform with age-appropriate children content in Spains Data Protection Agencys guidelines for protection of children online, as well as a few other well-known brands such as YouTube Kids or Samsung Kids Home.

Acquisitions/ Investments

OnMobile invested in Technologies rob0 Inc., a Canadian Software as a Service (SaaS) company which provides gaming service providers a deep insight into their user behavior. Their AI technology powers ONMOs challenge creation engine. They also use proprietary AI to understand the user interaction with games and demonstrate where they tend to drop off. This allows games creators to improve the stickiness of their games.

This helps in significantly increasing revenue, engagement and retention across any kind of games.

OnMobile invested in Tech4Billion Media Private Limited, which engages in the business of providing, operating and managing a social media application in the name of "Chingari" that provides end users a social video sharing service through which people can record and share short video clips.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2021, the Company has thirty seven (37) subsidiary companies and Two (2) associate companies.

The following subsidiaries / branch offices of OnMobile Global

Limited were closed during the year:

1. Fonestarz Media Group Limited (closed w.e.f. Oct 6, 2020)

2. OnMobile Global Limited- Bangalore (SEZ), India (closed w.e.f. August 18, 2020)

3. OnMobile Global Limited Gurgaon office (closed w.e.f.

July 31, 2020)

In accordance with Section 129(3) of the Companies Act,

2013(‘the Act), the Company has prepared consolidated financial statements of the Company and all its subsidiary companies, which forms part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries the Company in Form AOC-1 is given in Annexure I.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.onmobile.com. Further, as per fourth proviso of the said

Section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.onmobile.com. These documents will also be available for inspection during business hours at the registered office of the Company at Bengaluru, India.

NEW LOCATIONS

During the year under review, below subsidiaries of the Company were shifted to a new address.

1. OnMobile Tanzania Telecom Limited

2. OnMobile Rwanda Telecom Limited

3. Servicios De Telefonia OnMobile SA De CV

4. OnMobile Brasil Sistemas De Valor Agregado Para Comunicaes Mveis Ltda.

5. Appland AB

Similarly, there has been a change in the office address of Dubai,

Guatemala, Panama, Chile, branches of the Company.

The new addresses can be seen under the Contact information section.

MATERIAL CHANGES FOR THE PERIOD BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes for the period between end of the financial year 2020-21 and the date of this report affecting the financial position of the Company, except for the investment commitments by the Company into Technologies rob0 Inc. and Tech4Billion Media Private Limited as described above.

OPERATIONAL EFFICIENCY

OnMobile has institutionalized CSI (Continual Service Improvement) process. During the year multiple initiatives have been taken. These initiatives were focused towards providing better turnaround, cost efficiencies and reduction of risks.

Onmobile has adopted ISO 27001 and ITIL based best practices. The following efforts have been jointly driven by Program Management & Business Enablement and the DevOps teams:

General Data Protection Regulation (GDPR)

OnMobile takes utmost care when it comes to protecting its customers and end user data. The teams have implemented multiple technical controls to enhance the compliance to GDPR requirements in Europe. These controls include AAA, antivirus, log review, VAPT, periodic audits, across installations in EU region. The team members are given periodic awareness training on GDPR and information security aspects involved in handling personal data for EU customers.

ISO Certification

Program Management and Operations teams at OnMobile adheres to ISO 27001:2013 standards for information security and has been certified for adherence to these standards.

As a part of this, Onmobile has undergone and completed a surveillance audit by DNV during the first quarter of 2020 without any major findings.

DevOps Automation, Optimization & Efficiency

Improvements

This year we worked on implementing the DevOps practice in OnMobile and brought together the Operations and Development Teams into a single technology unit under

DevOps. As part of the DevOps implementation, we focused on improving in three core areas of Automation, Optimization of

Resources and Efficiency Improvements

Automation: Improving automation has been a continual effort in OnMobile. This year we worked on tools and processes to improve the continual deployment and site operational activities. We deployed the Operational Automation and Release Management Tool (OARM) across all out active sites. This has been internally developed by the Operations Automation Team using open-source technologies. This tool will help reduce the downtime requirements during release upgrades and will also provide a UI based mechanism for the operations teams to work on remote sites.

Efficiency: As part of the efficiency improvement, we have worked on reducing our costs in various ways, primary among them being increased load bearing capacity across the equipment & improved utilization. In addition to this, the team worked on extending the life of equipment in the field by being able to install and implement the latest OS version on old HW and thus extending their usability.

Optimization: We have always strived towards improving optimization across the board on all resources, tools, and processes. As part of the DevOps implementation, we have implemented newer operational processes to reduce the turnaround time for new requirements and worked on optimizing the software usage across our systems. The teams identified Opensource software to replace existing software which became paid and contributed to a reduction in potential software cost of approximately USD 3 Million.

Risk Mitigation Efforts

The operations team along with the delivery has taken up multiple risk mitigation exercises to reduce the down time. The risk mitigation efforts include building system redundancies; tie up with AMC vendors for better TAT, enhancing the monitoring capabilities and audits of critical systems. This has resulted in reduction in TAT for high severity incidents thus reducing the business impacts.

Working from Home during Covid-19 lockdown

This year has been a challenging year for all organizations due to spread of the pandemic and subsequent lockdown situations. OnMobile took quick decisions and equipped its team members across the world to work seamless from home. The operational teams were provided secure connections using VPN and data connectivity to facilitate their connectivity requirement to work without affecting customer deliverables. At places where hardware assets have been deployed, the site teams took adequate care to ensure that the system downtimes are minimum. The sites engineers were provided with government passes to travel during the lockdown period.

INFRASTRUCTURE

OnMobile has 10 offices across the globe square feet of office space.The offices office, business center & virtual office.

- Electronic City phase 1 Bengaluru - is the largest facility with

32,000 square feet of office space. All OnMobile equipped with reliable infrastructure & working atmosphere amid high level of security & safety proficiency & maintaining high standard hygiene. Consistent and scheduled precautionary measures are in place to circumvent downtime and to ensure business continuity. We operate the facilities in a manner that complies with the applicable local laws and regulations.

CORPORATE SOCIAL RESPONSIBILITY

OnMobile continues to support both Society to Aid the Hearing Impaired (SAHI) and VAANI, NGOs which work in the space of communication and enablement of hearing-impaired kids in Hyderabad, Telangana and remote parts of Karnataka respectively. In light of the pandemic, we continued to support our NGO partners as they adapted to new technologies for a wider and more penetrative reach into the community.

Our contribution towards cochlear implants, post-surgical rehabilitation, identification of the needy, distribution of hearing aids, life skill trainings like self-defense, tailoring and computers were the key highlights this year.

Additionally, we donated a considerable sum of INR 5 Million towards PM Cares Fund(India) to support COVID relief activities.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee charter and the CSR Policy of the Company are available in the website at the below link: https://www.onmobile.com/sites/default/files/cg_policy/ Corporate_Social_Responsibility_Policy.pdf Particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure IV to the Boards report.

RESEARCH AND DEVELOPMENT Platform and technology Containerization and Orchestration:

As part of our initiatives in moving to the cloud, our backend for digital storefronts have been deployed on AWS for the past few years. This year we have worked on improving the deployment methodology and implemented containerization in our core backends of Voltron and CA. This allows the applications to be deployed easily and consistently across multiple host environments. As part of our deployment strategy, we have gone with Kubernetes (k8s) to automate the container orchestration to automate the roll outs and roll backs.

In addition to this, as part of the cost optimization strategy we are also exploring and working with other cloud service providers like GCP and will be deployed on them too in this coming year.

Operations Automation and Release Management (OARM):

Continual research and innovation have been ongoing in improving the operational efficiency using automation and witha totalof50,000 tools. Over the past years, we had implemented multiple tools to support remote deployment of software at customer sites. Inarecataloguedasleased view of certain limitation that we had noticed with the existingOnMobileheadquarters tools the team over the last year has worked on a comprehensive offices arewell OARM tool to support the software release at the site and operational activities. This tool has been developed inhouse by the Operations Automation team by using the Opensource softwares, Ansible and AWX frameworks. The OARM tool will greatly help reduce the downtime required for software deployment and provide comprehensive user interface to do most operational activities. In addition to this, the tool provides secure access and trackability across the work done at sites.

Optimization of Cost – Software & Hardware:

With a clear focus on reducing the cost of deployment, during this year the team has been working on identifying, testing opensource software for many of the components which have been going down the paid model. We have been successful in identifying and being able to implement multiple such softwares across our core development environment and roll out the same, which have enabled us to reduce the deployment and operational costs manyfold.

On the hardware front the team has been working on multiple solutions to be able to extend the life of the equipment in production. They have been able to successfully implement and install the current supported version of the OS and other software on our existing older hardware at the site, such that we are able to pass the customer VA and PT tests and continue using the HW for some more time, before replacement.

Private Cloud Deployment Support:

Telecom operators are steadily implementing their own private clouds and expecting the newer deployments from vendors to be implemented on the same. This year has seen three operators across Sri Lanka, Angola, and Oman where we have deployed on their own private cloud. This has required us to invest in research, make development changes and proto typing across multiple such vendors since private cloud deployments are not standardized in architecture. We are also working on re-architecting our deployment strategies to be agnostic to the operator specific cloud vendors to be able to reduce the deployment time and effort.

Tones App Development in Flutter:

Onmobile Mobile application team along with Tones product team felt the need to make the Tones app experience consistent across iOS and Android ecosystem while increasing execution and optimizing cost of tones app development. The need was to increase the reach of Tones mobile app in multiple countries and improve digital Tones users share among overall user base with faster turn-around time for mobile application launch. To address that, Mobile app team embarked upon a journey to evaluate and adopt best of app development technology which will help us to achieve the objective.

The research led the team to finalize on one of promising app development technology, Flutter, backed by Google as a cross platform UI SDK for building native app like experiences in comparison to other popular cross platform technologies. Flutter is a UI SDK created by Google for building beautiful, fast user experiences for Mobile, Web and Desktop from single code base. The beauty is not just its nature of running the code across platforms but being developer friendly as well with feature like compatibility to any development tool and hot reload, allows to test the results instantly post making a change in the code and existing. The native app like performance is inherent to the framework architecture which provides full set of UI widget to create pixel perfect experiences on both Android and iOS.

Though it was completely new for the team, they took the challenge on their shoulder to learn from ground-up and re-launch the existing tones app in the year 2020. Not to forget at that time existing tones app was used by close to Million monthly active user and with rating 4.1, a highest rated tones app on playstore and app store. So, the main objective was new technology adoption must not disrupt the existing KPIs of tones app and user experiences. With this in mind and no external training, team started the journey to quickly learn and in the process do lot of R&D due to limited forum support and study materials.

Flutter has been adopted to create modular architecture of tones app to support multiple operators on both Android and iOS ecosystem. It has been tweaked to even use native android and iOS code and databases to support certain OS specific features. Its being a declarative UI helped in designing adaptable UIs for multiple resolutions with minimal code and native like performance. Team has achieved native UI like rendering with the Flutters full set of UI widgets for both Android and iOS.

IMPACT OF COVID-19 ON BUSINESS

Information regarding the impact of the Covid-19 pandemic on worldwide operations and financials of OnMobile is as follows:

OnMobile has witnessed an impact on its revenue in Middle East and Spain due to non-availability of recharges in the case of pre-paid mobile connections and reduction in marketing spend adversely impacting new customer acquisitions. These disruptions had a moderate impact on our FY20-21 revenue. The Company initiated several measures to mitigate this revenue impact and its consequential impact on profits. Most of the Companys offices were shut due to government mandated lockdown restrictions but there has been no material impact on operations and customer servicing and all regular activity continued without interruption by implementing effective work from home measures. All internal controls and financial reporting systems were fully operational.

The Company has not faced any liquidity issues and there has been no material delay in receiving collections from customers. efficiencyin The Company does not have any contract / agreement where non-fulfilment of the obligations of any party will have a significant impact on the Companys business.

OnMobile will continue to provide further updates in case of any material change witnessed in its operations / financials.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance. The Company meets the standards and guidelines set by the Securities and Exchange Board of India on corporate governance and have implemented all the stipulations prescribed. A detailed report on Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Certificate(s) from the Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants and Parameshwar G. Hegde of M/s. Hegde & Hegde, Company

Secretaries, confirming compliance of conditions of Corporate

Governance as stipulated under the aforesaid Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

OnMobile is included in the list of top 1000 companies of National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as per the market capitalization as on March 31, 2021.

Accordingly, the Company has prepared Business Responsibility Report in line with the format suggested by Securities and Exchange Board of India vide Circular No. CIR/CFD/ CMD/10/2015 dated November 04, 2015, which is annexed to this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL Appointment

Geeta Mathur was appointed as an Additional Director of the Company by the Board w.e.f. July 31, 2020 and pursuant to the provisions of Section 149 of Companies Act, 2013, Geeta Mathur was appointed as Independent Director at the 20th Annual General Meeting of the Company held on September 28, 2020 to hold officeupto the date of AGM to be held during the calendar year 2025.

Steven Fred Roberts was appointed as an Additional Director of the Company by the Board w.e.f. July 31, 2020 and pursuant to the provisions of Section 149 of Companies Act, 2013, Steven Fred Roberts was appointed as Director at the 20th Annual General Meeting of the Company held on September 28, 2020. Paul Lamontagne was appointed as an additional and independent director of the Company, subject to approval of the shareholders for a term of 5 years i.e. from December 17, 2020 to December 16, 2025. Approval of the shareholders is being sought for the appointment of Paul Lamontagne as an Independent Director at ensuing Annual General Meeting to be held on September 29, 2021.

Re-appointment

Pursuant to the provisions of Section 149 of Companies Act, 2013, Sanjay Kapoor was re-appointed as Independent Director at the 20th Annual General Meeting of the Company held on

September 28, 2020 to hold office upto the date of AGM to be held during the calendar year 2025.

Pursuant to the provisions of Companies Act, 2013, Steven Fred Roberts retires by rotation as Director at the ensuing AGM and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 149 of Companies Act, 2013, Gianluca DAgostino was appointed as Independent Director for a period of three years at the AGM 2018. Since his first tenure is getting completed at the ensuing AGM on

September 29, 2021, it is proposed to re-appoint him at the ensuing AGM as Independent Director of the Company for a second term of five years upto September 29, 2026.

Resignation

Chris Vital Arsenault resigned from the position of Independent Director of the Company w.e.f. closing of business hours of April 29, 2020.

Sanjay Baweja resigned from the position of Independent Director of the Company w.e.f. closing of business hours of May 29, 2020.

Rajiv Khaitan and Nancy Cruickshank retired as independent directors on September 28, 2020, upon completion of second tenure.

Chief Financial Officer

Ganesh Murthy resigned from the position of Chief Financial

Officer w.e.f. May 31, 2020.

Sanjay Baweja was appointed as Chief Financial Officer of the

Company w.e.f. June 01, 2020.

Chief Executive Officer

Francois-Charles Sirois resigned from the position of Chief

Executive Officer of the Company w.e.f. August 02, 2020 while continuing as Executive Chairman of the Company.

Krishnan Seshadri was appointed as Chief Executive Officer of the Company w.e.f. August 03, 2020.

AUDITORS AND AUDITORS REPORT Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company by the shareholders at the 17th AGM held on September 06, 2017 to hold office until the conclusion of the 22nd Annual General Meeting to be held in calendar year 2022. The Company has received a certificate from the auditors confirming that they are not disqualified from continuing as Auditors of the Company. The requirement for ratification of appointment of auditors by the members at every AGM is done away with vide Ministry of

Corporate Affairs notification dated May 07, 2018.

Secretarial Auditors

The Board of Directors of the Company had appointed Parameshwar G Hegde of M/s. Hegde & Hegde, Company Secretaries to conduct the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year ended March 31, 2021.

Secretarial Audit Report obtained pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 is appended as Annexure VI.

Further, pursuant to above said SEBI circular, listed entities shall additionally, on an annual basis, require a check by the Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, consequent to which, the Practicing Company Secretary shall submit a report to the listed entity in the manner specified in this circular. The Company has obtained annual secretarial compliance report from Parameshwar G Hegde of M/s. Hegde &

Hegde, Company Secretaries for the financialyear ended March

31, 2021 and same has been submitted to the stock exchanges within the stipulated time, copy of which is appended to the Report on Corporate Governance.

Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors of the Company in the Audit Report and by the Secretarial Auditor in the Secretarial

Audit Report for the financial year ended March 31, 2021.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. They have selected such accounting policies and applied them consistently and made judgments 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

Company for that period. iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. They have prepared the annual accounts on a going concern basis. v. Internal financialcontrols have been laid down and they were adequate and operating effectively. vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met eleven times during the financialyear 2020-21 viz., April 09, 2020, May 06, 2020, May 29, 2020, June 22, 2020, July 31, 2020, August 10, 2020, October 09, 2020, November 02, 2020, December 17, 2020, February 01, 2021 and March 05, 2021. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31, 2021, the Board had five Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance" as part of this Annual Report.

BOARD INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Director meet the criteria of independence laid down in

Section 149(6). The definition of ‘Independence of Directors is derived from Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and Section 149(6) of the Companies Act, 2013. Further, the Company has received declaration under Regulation 25(8) of Listing Regulations from each Independent Director of the Company.

Based on the confirmation / disclosures received from the yearandoftheprofitandloss Directors and on evaluation of the relationships disclosed, as on March 31, 2021 the following non-executive Directors are independent in terms of the aforesaid Listing Regulations and Section 149(6) of the Companies Act, 2013: a) Sanjay Kapoor b) Gianluca DAgostino c) Geeta Mathur d) Paul Lamontagne

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors appointment, term/tenure, evaluation, retirement and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is placed on the website of the Company at the below link: https://www.onmobile.com/sites/default/files/cg_policy/ Nomination_and_Remuneration_Policy.pdf The policy was revised w.e.f May 28, 2021.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financialcontrol and their adequacy are included in the Management Discussion and Analysis, which is forming part of the Annual Report.

PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS UNDER SECTION 186

The details of the loans and guarantees given and the investments made pursuant to Section 186 of the Companies Act, 2013 during the year under review are given below:

Sl. No Name of the entity Relation Amount (in Million) Particulars of loans, guarantees and investments Purpose for which the loan, guarantee and investment are proposed to be utilized
1 OnMobile Global Spain, S.L.U. Subsidiary 425.50 Loan Provided Working Capital of its subsidiary
2 OnMobile Global Solutions Canada Limited Subsidiary 55.40 Investments Investments in shares of the Company

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure II to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company, being a service provider organization, most of the information as required under Section 134(3)(m) read with Companies (Accounts) Rules, 2014 is not applicable. However, the Company endeavors to effectively utilize and conserve energy by using improved technology in its infrastructure such as lighting and paper usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Description

Year ended

March 31, 2021 March 31, 2020
Foreign exchange earnings 1166.84 1094.63
Foreign exchange outgo 316.61 392.81

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. Details of pending litigations and tax matters are disclosed in the financial statements.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has constituted a Risk Management Committee. The purpose of the risk management committee shall be to assist the Board with regard to the identification, evaluation and mitigation of internal and external by the Company, in particular including risks financial, operational, strategic, sectoral, sustainability

(particularly Environmental, Social, Governance related risks), information, cyber security risks. The Committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company.

The Company has formulated a risk management policy to facilitate setting up a framework for risk assessment and minimization procedures. A copy of the risk management policy is placed on the website of the Company at the below link: https://www.onmobile.com/sites/default/files/cg_policy/Risk_

Management_Policy.pdf

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same are explained in the Report on Corporate Governance.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. Details of complaints during the year have been disclosed in the Report on Corporate Governance.

INTERNAL COMPLAINTS COMMITTEE

The Company is in compliance with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in accordance with the said Act. Internal Complaints Committee was constituted by the

Company for redressal of complaints for the specified workplace. The Committee comprises of the following:

Presiding Officer - Presiding Officer

• Advisor - The committee also has an external member (woman) who is familiar with issues relating to sexual harassment

• Committee Members –The committee comprises of 60% women and 40% men

Office of Internal Complaints Committee The office is responsible for managing the Committees operations

The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Report on Corporate Governance of this Annual report.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ INDIVIDUAL DIRECTORS AND CHAIRPERSON

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual evaluation of performance.

Nomination and Compensation Committee specified that (i) the

Board Evaluation process for FY 2020-21 should be carried out internally by the Board of Directors and (ii) recommended the criteria for evaluation at different levels in the form of Survey questionnaires in alignment with ‘Guidance Note on Board Evaluation issued by Securities and Exchange Board of India. Survey questionnaires were circulated to all the Board members with set of questions to assess the performance under each of the following categories:

(i) The Board as a whole,

(ii) Various Committees of the Board,

(iii) Independent Directors / Non - Independent Directors, and

(iv) Chairperson of the Board.

The Board reviewed and analyzed the responses to the questionnaire and accordingly completed the Board evaluation process for the financial year 2020-21

ANNUAL RETURN

As per provisions of section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual return of the company for FY 2020-21 is placed on the website of the Company as a part of Annual report at the linkhttps://www.onmobile.com/investors/ downloads

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Boards Report The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

DEPOSITS

The Company has not accepted deposits during the year under review falling within the purview of Section 73 of the Companies Act, 2013 and the Rules thereunder.

EMPLOYEE STOCK OPTION SCHEMES

Pursuant to the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company approved following Employee Stock Option Schemes i.e. Employee Stock Option Plan-I 2003, Employee Stock Option Plan-II 2003, Employee Stock Option Plan-III 2006, Employee Stock Option Plan-I 2007, Employee Stock Option Plan-II 2007, Employee Stock Option Plan-I 2008, Employee Stock Option Plan-II 2008, Employee Stock Option Plan-III 2008, Employee Stock Option Plan-IV 2008, Employee Stock Option Plan-I 2010, Employee Stock Option Plan-II 2010, Employee Stock Option Plan I 2011, Employee Stock Option Plan I 2012 and Employee Stock Option Plan I 2013 for granting stock options to its employees.

All the schemes endeavor to provide incentives and retain employees who contribute to the growth of the Company. A summary disclosure in compliance with Companies (Share Capital and Debentures) Rules, 2014 and Securities and

Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014, forms part of this report as Annexure V and the complete details have been disclosed under Notes to the financial statements which form part of the Annual Report.

During the year under review, there has been no variation in the terms of ESOP schemes and the disclosure on employee stock option schemes is placed on the website of the Company as a part of Annual report at the below link: https://www.onmobile.com/investors

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express their appreciation to the customers, shareholders, investors, vendors and bankers who have supported the Company during the year. The Directors place on record their appreciation to the OnMobilians at all levels for their contribution to the Company. The Directors would like to make a special mention of the support/co-operation extended by the various departments of the Government of India, particularly the Special Economic Zone, Central Board of Direct Taxes, Central Board of Indirect Taxes and Customs, the Ministry of Commerce and Industry, the Department of Telecommunications, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Ltd, National Securities Depository Limited and Central Depository Services (India) Limited and look forward to their support in all future endeavors.

For and on behalf of the Board of Directors

Franois-Charles Sirois

Executive Chairman

Place: Montreal, Canada

Date: August 06, 2021