OnMobile Global Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 25 th 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, 2025.

RESULTS OF OPERATIONS FOR THE YEAR 2024-25

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2024-25 is as follows: (In Million)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	2393.13	1671.11	5730.24	5132.40
Earnings/(Loss) before other income, depreciation	200.56	(154.42)	106.90	221.36
and amortization, finance charges, Exceptional item
and tax
Exceptional item	(101.76)	(5.30)	(122.52)	-
Profit/(Loss) before other income, depreciation and	98.81	(159.72)	(15.62)	221.36
amortization, finance charges and tax
Profit/(Loss) before tax	112.43	43.25	(346.95)	265.38
Profit/(Loss) for the year	84.45	29.07	(405.41)	153.16
Total Comprehensive Income for the year	57.80	13.97	(335.38)	( 29.84)
Equity Share Capital	1063.21	1062.14	1063.21	1062.14
Other Equity	6097.22	6013.55	5164.28	5434.19
Networth	7160.43	7075.69	6239.24	6496.67
Net Block	115.56	159.21	2108.35	2334.43
Net Current Assets	1220.29	857.82	511.92	489.43
Cash and Cash Equivalents (including other bank	197.07	65.36	1080.13	1311.92
balances and current and non-current investments)
Earnings/ (Loss) per share (Diluted) (In )	0.79	0.27	(3.78)	1.43

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW Standalone Financials

During 2024-25, the Company recorded net revenue of 2393.13 million, as compared to 1,671.11 million in 2023-

24. The Profit after tax of the Company is 84.45 million in 2024-25 as compared to 29.07 million in 2023-24. The diluted Earnings Per Share (EPS) is 0.79 per share in 2024-25 as compared to 0.27 per share in 2023-24.

Consolidated Financials

During 2024-25, the Company recorded consolidated net revenue of 5730.24 million, as compared to 5,132.40 million in 2023-24. The consolidated Profit(loss) after tax of the Company for the year 2024-25 is (405.41) million as compared to 153.16 million in 2023-24. The consolidated diluted Earnings Per Share (EPS) for the year 2024-25 is (3.78) per share as compared to 1.43 per share in 2023-24.

APPROPRIATIONS Dividend

The Board of Directors periodically assesses the Companys capacity and need to allocate dividends to its

Shareholders, aiming to safeguard profitability and the

Companys long-term growth plans. During the evaluation of dividend necessity, the Board takes multiple factors into consideration, such as present and future earnings, cash flow projections, capital expenditure requirements for ongoing and upcoming projects, and contingencies. After thoroughly considering the relevant circumstances and aligning with the companys dividend distribution policy, the Board of Directors has made the prudent decision not to propose any dividends for the reviewed year.

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

Transfer to General Reserve

As permitted under the provisions of the Companies Act, 2013, (the Act) the Board does not propose to transfer any amount to general reserve for the Financial Year 2024-25.

Investments

As on March 31, 2025, the Companys investments in fixed deposits, mutual funds, non-convertible debentures and unquoted investments is to the tune of 680.57 million.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company allotted 107,064 equity shares on the exercise of stock options under its various Employee Stock Option Plans.

As a result of the aforesaid allotment of equity shares under ESOPs, the issued and paid-up share capital of the Company as on March 31, 2025, stands at 1063.21 Million.

SIGNIFICANT EVENTS: 2024-25

In fiscal year 2024 25, OnMobile embarked on an exciting new chapter of growth, driven by a gaming-first strategy and continuous innovation in technology. Our mobile gaming business continued its growth with an active subscriber base surpassing 10 million users across the globe. A key highlight of the year was the genesis of The Gaming Platform, a single destination for all Gaming services, opening new possibilities through monetisation models beyond subscription, such as Platform Licensing and In-App purchases. With this addition to our gaming portfolio, OnMobile is well-positioned to be a global leader at the intersection of gaming, entertainment, and next-generation technology.

The Gaming Platform (TGP)

Recognising the broader potential of ONMOs foundational strengths, such as single sign-on, seamless UX, and an engaging gameplay loop, we developed The Gaming Platform (TGP). Designed as a modular, enterprise-grade solution, TGP extends ONMOs capabilities into a unified, telco-branded destination for casual games, cloud gaming, and esports within the telco ecosystem.

Looking ahead, TGP is set to evolve into a Telco-Led Interactive App Store, expanding beyond gaming into music, video, loyalty programs, cloud-streamed content, and everyday lifestyle experiences. This is more than a product evolution; its a platform strategy that delivers scalable innovation, new monetisation models, and sustained user engagement. TGP is now a key pillar of our vision to enable next-generation digital ecosystems for global telecom partners.

Challenges Arena

In FY25, Challenges Arena reinforced its leadership in telco gaming by addressing growing user expectations for quality, convenience and value. The platform successfully expanded its footprint to 78 telecom operators, engaging over 6.61 million active users globally in 18+ languages. To deepen player engagement, personalised real-time push notifications were deployed, significantly improving user retention and re-engagement. New features, such as the winner ticker and winner popups, were introduced to elevate the sense of achievement and in-game excitement. Additionally, the launch of an auto-replay feature contributed to a 30% increase in gameplay sessions, enhancing the overall player experience. We enhanced the ad-centric model of Challenges Arena to unlock new revenue. By reducing visible ads and prioritising quality placements during natural gameplay breaks, we created a cleaner, more immersive experience that balances user engagement with sustainable monetisation.

ONMO

ONMOs momentum continued to build over the past year and is now live with 41 telecom operators worldwide and engaging over 4 million active users. This rapid growth highlights both the products universal appeal and our ability to deliver compelling digital experiences across diverse markets. ONMOs content library received a major upgrade this year, with high-quality, addictive titles that quickly became fan favourites across markets, significantly boosting user engagement and satisfaction.

On the tech front, we overhauled our backend infrastructure to meet the growing scale and performance demands of modern gaming. By unifying the platform across telecom partners into a single system, weve enabled a shared gaming ecosystem where users can now compete, socialise and climb leaderboards across networks, creating a more connected and competitive experience. In parallel, we also optimised our streaming stack, enhancing storage and delivery efficiency. These upgrades significantly reduced infrastructure costs and improved response times, all without compromising reliability or scalability.

Tones

Tones remained a key pillar of innovation at OnMobile. Our subscription model has proven resilient amid regulatory and market changes, maintaining a strong base of 58 million users across 31 operators.

One of the major highlights was the in-house development and rapid deployment of an IMS Network Application Server (IMS-AS) within just one year. Beyond enhancing delivery for existing RBT users, IMS-AS establishes a solid foundation for future innovations in personalised and enriched calling experiences.

In a strategic expansion move, we re-entered the LATAM market with the successful go-live of the service for a major telco in Mexico, strengthening our regional presence and commitment to delivering value-driven mobile solutions. To meet renewed interest from small and mid-sized telecom operators globally, we are developing a lightweight, multi-tenant, cloud-native RBT platform designed to optimise cost and improve service agility.

Videos & Infotainment

We expanded our Infotainment business with the successful launch of a single-vendor platform designed for end-to-end VAS aggregation and management, with a leading telecom operator in Asia. This platform centralises the onboarding, delivery, and monitoring of all VAS services and content partners for the operator.

In addition, for one of our major existing customers, we introduced new monetisation models, including ad-supported formats and bundled offerings designed to enhance customer satisfaction and maximise lifetime value. To further reinforce service integrity and address key customer concerns, we deployed advanced anti-fraud mechanisms, strengthening trust, transparency, and overall platform reliability.

Buzzmo

As enterprise demands continue to shift toward real-time, personalised engagement, telecom operators are seeking to enhance their communication stacks with smarter, more interactive capabilities. In response to this, we transformed our Enterprise Connect solution into Buzzmo, expanding its core architecture to include robust omnichannel support, an intuitive campaign builder, multi-modal conversation capabilities, and more. Buzzmo enables telcos to meet the personalised, high-impact communication needs of their enterprise clients. We also completed the strategic integration of Buzzmo with Gamize, creating a differentiated suite of gamified acquisition and engagement solutions. In FY25 alone, Buzzmo facilitated over 5 billion unique engagement transactions, solidifying its role as a powerful growth engine for the telco enterprise business.

Gamize

The gamification platform, designed to drive user engagement and loyalty, reported stable performance in FY25. The platform recorded a daily user engagement of approximately 1.26 million users. During the year, 372 gamification campaigns were created, covering a range of use cases such as customer retention, reward programs, and promotional activities. Over 15.65 million rewards were claimed by users during the year, reflecting sustained platform offers low-code and no- engagement. Gamize code tools for businesses to integrate gamified experiences within their digital channels, with a focus on improving user interactions and strengthening brand loyalty.

Great Place To Work

We are proud to have been re-certified as a Great Place to Work® for the second consecutive year. This serves as an acknowledgement of the inclusive, collaborative, and trust-driven culture we continue to nurture. Assessed against global benchmarks across key dimensions such as Credibility, Fairness, and Inclusion, the certification reaffirms what we value most: our people are at the heart of what makes OnMobile a truly great place to work.

Awards

Our proprietary AI/ML-driven automation platform, OARM (OnMobile Automation and Release Management), was honoured with the Best AI & ML-Based Automation Tool award at the 5th Edition of the DevOps Conclave. Fully developed in-house, OARM has been a cornerstone in transforming DevOps at OnMobile. By automating complex release cycles, optimising deployments, and minimising manual intervention, the platform has driven an 85% boost in operational efficiency and a 30% reduction in deployment-related costs. Its scalability, intelligent workflows, and seamless integration capabilities continue to redefine standards in business and operational automation.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2025, the Company has thirty-one (31) subsidiary companies and One (1) associate company. On April 01, 2024, 9447-9029 Quebec Inc. a subsidiary of OnMobile Global Limited merged with Technologies Rob0 Inc. another subsidiary of the Company.

The following subsidiaries/branch offices of OnMobile

Global Limited were closed during the dates mentioned here below:

1. OnMobile Global Italy SRL (Subsidiary)- closed w.e.f. October 4, 2024

2. OnMobile Global Limited, Srilanka (Branch) - closed w.e.f. November 16, 2024

3. OnMobile Global Limited, Qatar (Branch) - closed w.e.f. March 10, 2025 It may be noted that the Company incorporated a new branch in Srilanka w.e.f December 11, 2024.

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 form part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries of 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 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 Global Solutions Canada Ltd (effective date of change is September 20, 2024)

2. Technologies Rob0(effective date of change is

September 03, 2024)

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 2024-25 and the date of this report

OPERATIONAL EFFICIENCY

Over the past year, we undertook multiple strategic initiatives to enhance operational efficiency, reduce costs, and build a strong foundation for future profitability.

In our gaming business, we optimised digital marketing spend by refining the channel mix, shifting from ad networks to Google Ads, and focusing on scaling high-margin accounts while exercising judicious spending on new accounts. These measures delivered a 10% approximate reduction in marketing costs from Q4FY24 to Q4FY25. We also re-architected our backend systems to deliver the scale, performance, and flexibility required by modern gaming offerings,unifying previously separate systems into a single platform capable of serving millions of users globally across multiple games and partner offerings. Through these backend optimisations and architectural refinements, we achieved around a 25% reduction in infrastructure costs and improved average response times by over 40%, without compromising reliability or scalability.

Focusing on quality over quantity in content and using ROI as the key benchmark, we optimised costs across gaming, tones, videos, and infotainmentbybundlingofferingsand renegotiating with content partners. While this resulted in a modest reduction in content costs in FY25, the full-year impact is expected to contribute to higher margins in FY26. Across our engineering function, we scaled Automation and AI adoption to boost productivity and operational resilience. Our proprietary platform, OARM (OnMobile Automation and Release Management), reached 92% rollout coverage, automating deployments, migrations, and maintenance workflows, which accelerated time-to-go-live, streamlined updates, and reduced deployment risk. Recognised at the 5 th Edition of the DevOps Conclave in Bangalore as the Best Machine Learning Based Automation Tool, OARM was complemented by an AI-based anomaly detection system that enhances predictive incident management and reduces mean time to detect. Additionally, we integrated AI-assisted development tools for code generation, documentation, refactoring, and test automation, delivering 20 to 35% productivity gains in routine tasks and up to 70% in specialised stack porting, while actively managing risks related to code quality, security, and over-reliance on AI outputs.

During the year, we also improved sales efficiency by implementing a centralised CRM system to streamline lead management, track opportunities, and strengthen customer engagement. The platform provides real-time visibility into the sales pipeline, enabling faster response times, better follow-ups, and improved conversion potential, while creating a scalable foundation for managing a larger pipeline and enhancing collaboration.

Collectively, the optimisation of marketing, infrastructure,thefinancialpositionoftheCompany. and content costs, coupled with our automation-led engineering transformation and enhanced sales efficiency, has significantly lowered our cost base, improved operational scalability, and increased organisational agility.

The resulting efficiency gains also enabled us to streamline headcount from 449 in FY24 to 350 in FY25. Together, these initiatives position us to translate efficiency improvements into higher margins and profitable growth in the coming year, while continuing to invest in automation, AI innovation, product scalability, and engineering excellence.

RESEARCH AND DEVELOPMENT

Developer Platform

We designed and launched a new platform experience that empowers game developers and publishers to bring their games to users faster, with fewer barriers and broader reach. This cloud-powered system allows developers to distribute their games using a single smart link that works across mobile devices, browsers, and apps, eliminating the need for complex packaging, app store submissions, or heavy installs.

To enhance game discovery, we introduced interactive gameplay previews that let users instantly try engaging moments from a game. This creates a powerful entry point from promotional campaigns into the whole game experience, improving player conversion and retention. A streamlined developer interface enables easy onboarding, centralised visibility into game performance, and simplified control over game updates. Together, these efforts reduce time-to-market for developers and unlock new ways to acquire and engage users.

Social Features & Livestreaming

This year, we evolved our gaming experience into a connected ecosystem where players across regions and networks can watch and engage with each other in real time. Livestreaming is no longer siloed, and users can now view live gameplay sessions across all supported telcos, enabling greater visibility and fostering a unified gaming community.

We also extended real-time control sharing to work seamlessly across telcos and geographies. Players can now pass control of an ongoing session to others, regardless of network or region, allowing for collaborative and assistive play across previously disconnected user groups.

These enhancements have helped increase the visibility of engaging gameplay streams by over 2x, creating more opportunities for discovery and participation.

Premium News & Magazine Aggregator Platform

We also identified a market gap through close collaboration with leading telcos in developed markets, centred on the fragmented content experience spread across multiple apps, logins, and costly premium sources. To address this, we developed a unified premium content hub that integrates directly into telco customer touchpoints, giving millions of subscribers frictionless access to premium and personalised content. The platform offers one subscription for premium news from hundreds of newspapers, an extensive eNewspaper and eMagazine catalogue, live news and sports scores, AI-driven personalised feeds, localised news streams, and multi-format content including video, audio, curated newsletters, and podcasts, all within a single, beautifully designed interface that helps telcos boost engagement, reduce churn, and create new subscription revenue streams.

Native Apps

As part of our effort to extend platform reach, we developed a way to deliver native-like apps across mobile and TV platforms using our existing web-based technology. This gives us the ability to launch full-featured applications on Android, iOS, and Smart TVs with minimal additional effort.

These apps retain the responsive design and dynamic content of our core platform, while offering specific enhancements such as deep linking, offline behaviour, and better integration with device features.

This approach has reduced the time and effort required to support new device ecosystems by nearly 60% while maintaining consistency across platforms.

CORPORATE SOCIAL RESPONSIBILITY

The Board of directors, pursuant to recommendation of the Nomination and Compensation Committee, dissolved the Corporate Social Responsibility Committee w.e.f May 14, 2024 considering the CSR spent was less than the threshold of 50 lakhs stipulated under Section 135(9) of the Companies Act, 2013 in FY24 and FY25. Hence, functions of CSR Committee shall be discharged by the Board of Directors for the time being.

OnMobile currently supports Sankara Eye Foundation, India, which works in the space of eliminating curable blindness, and VAANI, which works in the space of communication and enablement of hearing-impaired kids in remote parts of Karnataka. In the fourth year of our partnership with Sankara, we supported in setting up Antares + Corneal Topographer at Sankara Eye Hospital, Ludhiana. This will be used in approximately 2500 free surgeries every year. We are happy to support Sankara Eye Foundation in setting up Antares + Corneal Topographer at Sankara Eye Hospital, Ludhiana. VAANI, while continuing their awareness, education and detection programs in Tumkur, started a dedicated Teacher Training Program to sensitize Sarva Shiksha Abhiyan faculties on how to cater to children with hearing impairment.

Particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in Annexure IV to the Boards report.

CORPORATE GOVERNANCE

The Company is committed to 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 has 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 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 is 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 Managementplatform-

Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

OnMobile is not 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, 2025.

However, the Company has prepared Business Responsibility and Sustainability Report on a voluntary basis in line with the format suggested by Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CFDSEC-2/P/ CIR/2023/122 dated July 12, 2023, which is annexed to this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

Ajai Puri was appointed as an Independent Director for a period of five years w.e.f. April 25, 2024 to April 24, 2029. His appointment was approved by the shareholders by passing special resolution through postal ballot on June 19, 2024. Shimi Shah was appointed as an Independent Director for a period of five years w.e.f May 03, 2024 to May 02, 2029. Her appointment was approved by the shareholders by passing special resolution through postal ballot on June 19, 2024. Change in designation of François-Charles Sirois, Executive Chairman as Executive Chairman and Chief Executive

Officer (CEO) on his appointment as CEO w.e.f March 07,

2024 for remaining period of his existing tenure till October 31, 2024.

François-Charles Sirois was reappointed as Executive

Chairman and CEO of the company for a perioed of five years w.e.f November 01, 2024 to October 31, 2029. His appointment was approved by the shareholders at the Annual General Meeting of the Company held on September 25, 2024.

Frederic Lavoie was appointed as Non Executive Non Independent Director w.e.f. July 09, 2024. His appointment was approved by the shareholders at the Annual General Meeting of the Company held on September 25, 2024. He is liable to retire by rotation.

Radhika Venugopal was appointed as an Additional Director w.e.f March 27, 2025 for a period of two years. Further based on the recommendation of Nomination and Compensation committee, Board appointed her as Whole time Director designated as Whole time Director & Chief

Financial Officer w.e.f May 20, 2025 upto March 26, 2027, liable to retire by rotation, subject to shareholders approval sought through postal ballot process.

Re-appointment

Pursuant to the provisions of Companies Act, 2013, Frederic Lavoie, Non Executive Non Independent Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 149 of Companies Act, 2013, Paul Lamontagne was appointed as an Independent Director for a period of 5 years i.e. from December 17, 2020 to December 16, 2025 at the AGM 2021. Since his first tenure is getting completed, it is proposed to re-appoint him as an Independent Director of the Company for further period of five years at the forthcoming AGM.

Resignation

Sanjay Kapoor resigned from the position of Independent Director of the Company w.e.f. April 09, 2024.

Steven Fred Robert resigned from the position of Non Executive Non Independent Director w.e.f. July 09, 2024. Geeta Mathur resigned from the position of Independent director of the Company w.e.f December 31, 2024.

AUDITORS AND AUDITORS REPORT Statutory Auditors

In terms of provisions of Section 139, 141, 142 of the Companies Act, 2013 and the rules made thereunder M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were re-appointed as Statutory

Auditors of the Company for second term of five consecutive years by the shareholders at 22 nd AGM held on September

22, 2022, to hold office until conclusion of the 27th Annual

General Meeting to be held in calendar year 2027.

The statutory auditors have confirmed that they are eligible and are not disqualified for appointment under Companies

Act 2013.

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.

Internal Auditors

M/s. Ernst and Young, LLP have carried out Internal Audit of the Company for the financial year 2024-25.

Secretarial Auditors

The Secretarial Audit Report issued by Parameshwar G Hegde of M/s. Hegde & Hegde, Company Secretaries for FY25 is annexed as Annexure VI to this Report. The Secretarial Auditors Report to the Members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 19, 2025 and May 20, 2025 respectively have approved & recommended for approval of Members, appointment of M/s. Hegde & Hegde Company Secretaries (Reg No. FCS 1325/C.P.NO : 640) for a term of five (5) consecutive years, to hold office of the

Secretarial Auditor for the Financial Year 2025-26 upto Financial Year 2029-30.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

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 financial year ended March 31, 2025, and same has been submitted to the stock exchanges within the stipulated time.

Cost Audit

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

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, 2025.

Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are Reportable to the Central Government

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) other than those which are reportable to the Central Government.

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 year and of the profit and loss of the 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 preventinganddetectingfraudandotherirregularities. iv. They have prepared the annual accounts on a going concern basis. v. Internal financial controls 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 Eight (8) times during the financial year

2024-25 , viz., May 14, 2024, June 27, 2024, July 31, 2024, September 24, 2024, November 11, 2024, November 29, 2024, February 04, 2025 and March 15, 2025. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had six Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Investment Committee

6. Fund raising 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 Directors and on evaluation of the relationships disclosed, as on March 31, 2025, the following non-executive Directors are independent in terms of the aforesaid Listing Regulations and Section 149(6) of the Companies Act, 2013: a. Paul Lamontagne b. Ajai Puri c. Shimi Shah In the opinion of the Board, all the Independent Directors fulfill the said conditions as mentioned in Section 149(6) of the Act and SEBI LODR and are independent of the Management and possess the requisite integrity, experience, expertise and proficiency required to fulfill their duties as Independent Directors.

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans and guarantees given and the investments made pursuant to Section 186 of the Companies Act, 2013 during the year under review.

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, are 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 endeavours to effectively utilize and conserve energy by using improved technology in its infrastructure such as lighting and paper usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(In Million)

Description	Year ended
	March 31, 2025	March 31, 2024
Foreign exchange earnings	1,718.78	1445.72
Foreign exchange outgo	694.99	719.92

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 risks specifically faced by the Company, in particular including 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 every stakeholder including employees, Directors and any other person to report their concern with regard to any issue in which they believe to be or being conducted inconsistent with applicable laws, rules and regulations and policies. The details of the same are explained 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 is a woman employee

?€? 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

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:

No. of complaints filed during the financial year	0
No. of complaints disposed of during the financial	0
year
No. of complaints pending as on end of the financial	0
year

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 2024-25 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 2024-25.

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 2024-25 is placed on the website of the Company, as a part of Annual report, at the https://www. onmobile.com/investors#additional-report.

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.

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 the 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-II 2011, Employee Stock Option Plan-I 2012 and Employee Stock Option Plan-I 2013 for granting stock options to its employees.

All the schemes endeavour 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 and Sweat Equity) Regulations, 2021, 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 of employee stock option schemes is placed on the website of the Company as a part of the Annual report at the below link: https://www. onmobile.com/investors

OTHER DISCLOSURES:

During the year under review:

1. There has been no change in the nature of Business;

2. The requirement to disclose the details of the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

3. There were no proceedings that were filed by the

Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts;

4. No shares with differential voting rights and sweat equity shares have been issued;

5. No public deposits as defined under Chapter V of the

Act have been accepted by the Company;

6. The Company has complied with the provisions of the

Maternity Benefit Act, 1961.

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 various departments of the Government of India, particularly 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, the 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 endeavours.

For and on behalf of the Board of Directors

Place: Madrid, Spain François-Charles Sirois

Date: May 20, 2025 Executive Chairman & CEO