OnMobile Global Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 26^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, 2026.

RESULTS OF OPERATIONS FOR THE YEAR 2025-26

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2025-26 is as follows:

				(In Rs. Million)
Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	1,801.6	2,393.13	5,168.5	5,730.24
Earnings/(Loss) before other income, depreciation and amortization, finance charges, Exceptional item and tax	(340.17)	200.56	(212.57)	106.98
Exceptional item	(4.61)	(101.76)	(4.61)	(122.52)
Profit/(Loss) before other income, depreciation and amortization, finance charges and tax	(344.78)	98.81	(217.18)	(15.54)
Profit/(Loss) before tax	(34.75)	112.43	(87.88)	(346.95)
Profit/(Loss) for the year	(35.49)	84.45	(114.86)	(405.41)
Total Comprehensive Income for the year	(26.34)	57.80	(13.42)	(335.38)
Equity Share Capital	1,063.21	1,063.21	1,063.21	1,063.21
Other Equity	6,099.88	6,097.22	5,182.23	5,164.28
Networth	7,163.09	7,160.43	6,255.01	6,239.24
Net Block	76.17	115.56	2,139.36	2,108.35
Net Current Assets	1,520.94	1,220.29	523.61	511.92
Cash and Cash Equivalents (including other bank balances and current and non-current investments)	757.72	197.07	2,091.8	1,080.13
Earnings/ (Loss) per share (Diluted) (In )	(0.33)	0.79	(1.07)	(3.78)

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW Standalone Financials

During 2025-26, the Company recorded net revenue of Rs. 1,801.60 million, as compared to Rs. 2,393.13 million in 202425. The Profit(loss) after tax of the Company is Rs. (35.49) million in 2025-26 as compared to Rs. 84.45 million in 2024-25. The diluted Earnings Per Share (EPS) is Rs. (0.33) per share in 2025-26 as compared to Rs. 0.79 per share in 2024-25.

Consolidated Financials

During 2025-26, the Company recorded consolidated net revenue of Rs. 5,168.50 million, as compared to Rs. 5,730.24 million in 2024-25. The consolidated Profit(loss) after tax of the Company for the year 2025-26 is Rs. (114.86) million as compared to Rs. (405.41) million in 2024-25. The consolidated diluted Earnings Per Share (EPS) for the year 2025-26 is Rs. (1.07) per share as compared to Rs. (3.78) per share in 202425.

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 2025-26.

Investments

As on March 31, 2026, the Companys investments in fixed deposits, mutual funds, non-convertible debentures and unquoted investments is to the tune of 671.46 million.

CHANGES TO THE SHARE CAPITAL

During the year under review, there have been no exercise of stock options under any of the Employee Stock Option Plans thereby no changes to the share capital.

The issued and paid-up share capital of the Company as on March 31, 2026, stands at 1,063.21 million.

SIGNIFICANT EVENTS: 2025-26

In FY26, OnMobile continued to strengthen its presence across gaming, enterprise communications, and digital entertainment, while deepening key customer relationships in global markets.

ONMO

ONMO significantly upgraded its technology stack during the year, evolving from short-format gameplay experiences to full-game streaming. The platform now delivers a more immersive, native-like gaming experience through Full HD, full-screen gameplay at 60 FPS (up from 30 FPS), improved responsiveness, and greater latency tolerance across varying network conditions. The content portfolio was strengthened by premium immersive Android titles from globally popular franchises, delivering engaging gameplay sessions.

Challenges Arena

Challenges Arena underwent a complete platform revamp, delivering a more seamless and premium gaming experience through a clutter-free user interface, optimised asset loading, faster response times, and frictionless one- tap gameplay. The content catalogue was comprehensively refreshed with 50 new games spanning Casual, Arcade, Puzzle, Shooter, Sports, and Board genres, designed to drive higher engagement and longer gameplay sessions.

A key milestone of the year was the integration of Challenges Arena into ONMOs gaming backend, enabling cross-platform competition, improving operational efficiency, and optimising infrastructure costs. Ad-based Challenges Arena had the ad experience redesigned to integrate seamlessly into gameplay, making it a contextual part of the user journey rather than an intrusive disruption.

Rewarded ads were tapped into, allowing players to opt in for additional in-game rewards and benefits, thereby enhancing both engagement and user satisfaction.

The Gaming & Entertainment Platform

The Gaming & Entertainment Platform (TGEP) expanded its operator footprint by signing with Robi in Bangladesh. We believe that TGEP enables our telco partners to create a gaming ecosystem that can stand alongside the best in the world.

Buzzmo

Buzzmo secured a multi-year contract with Vodafone Qatar to power their enterprise communication and customer engagement strategies, strengthening Buzzmos presence in the Middle East telecom segment.

Tones

The Tones business currently serves an active subscriber base of over 56.2 million users globally, with more than 300 million tones played every day. The business expanded its footprint within the America Movil group through a brownfield deployment with Claro Peru, the groups second operating company to adopt OnMobiles Tones service. The launch added an existing subscriber base of approximately 90,000 users. In Ethiopia, a greenfield deployment with Safaricom grew to over 750,000 subscribers within eight months of commercial launch, supported by strong operator collaboration and execution.

Videos & Infotainment

The Company signed an addendum with Telefonica Spain to transition the Emocion contract, originally set to expire in July 2026, into a yearly auto-renewal arrangement. The revised structure strengthens our long-standing partnership and improves continuity and visibility for the infotainment business.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2026, the Company has thirty (30) subsidiary companies and One (1) associate company.

The following subsidiary of OnMobile Global Limited was closed during the date mentioned here below:

1. OnMobile Rwanda Telecom Limited (Subsidiary)- closed w.e.f. October 24, 2025

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 Tanzania Telecom Limited (effective date of change is September 19, 2025)

2. ONMO Sweden AB (effective date of change is December 1, 2025)

3. OnMobile Bangladesh Private Limited (effective date of change is January 1, 2026)

4. OnMobile Bangladesh Technologies Private Limited (effective date of change is January 1, 2026)

5. OnMobile Europe BV (effective date of change is January 19, 2026)

Similarly, there have been changes in the branch office address of OnMobile Global Limited, Tanzania (effective date of change is November 4, 2025).

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 2025-26 and the date of this report affecting the financial position of the Company.

OPERATIONAL EFFICIENCY

Building on the momentum established last year, FY 25-26 marked another year of significant progress in driving operational and executional efficiency across the organization. We continued to deepen our investments in automation, AI-driven monitoring, and intelligent engineering tools, while expanding their footprint into newer areas such as voice campaign automation, MLOps, and AI-augmented quality assurance.

OARM (OnMobile Automation and Release Management) continued to be the bedrock of our Automation and RPA strategy. This year, OARM extended its reach beyond traditional deployment, migration, and maintenance workflows to automate voice campaign provisioning and orchestration for our Tones product, materially reducing manual effort and accelerating campaign go-live. In parallel, OARM expanded into automating the MLOps pipelines required to support our growing portfolio of ML initiatives, covering model training runs, environment provisioning, deployment, and lifecycle management. These extensions reaffirm OARMs position as a strategic enabler of operational excellence and reinforce our leadership in automation-driven engineering practices.

The impact of AI on development and testing efficiency has been one of the most significant shifts in our engineering operations this year. AI tools are now extensively used for internal tool development, prototyping, wireframing, and proofs of concept, where they have dramatically compressed iteration cycles. We have also developed and deployed AI agents for security testing of code, automated code review, and test case generation. Within QA specifically, agents now author nearly 50% of our test cases, while the execution of test cases is almost fully automated, freeing our engineers to focus on exploratory testing and higher-order quality assurance. For production code development, however, we have taken a deliberately cautious stance. While integrated and standalone AI coding tools are used by our developers, we consciously cap the efficiency gain at around 35% by layering in additional human review, security checks, and design conformance gates. This ensures that AI-generated code remains secure, maintainable, and faithful to project intent, balancing velocity with the engineering discipline our customers expect.

On the AIOps front, our anomaly detection routines, which were initiated last year, have now matured into production-grade capabilities that proactively flag issues across our operational landscape. The underlying models have been trained on the vast volumes of logs and metrics generated by our platforms, using ML routines tuned to the operational characteristics of each product. As a result, these routines have helped reduce instances of reactive incident management by approximately 15%, shifting a meaningful portion of our operational posture from firefighting to anticipation. We expect this number to improve further as we continue to retrain and fine-tune the models with richer datasets and incorporate feedback from incident closures into the learning loop.

Taken together, these initiatives have meaningfully strengthened our foundation for scalable, intelligent, and high-velocity engineering operations. As we look ahead, we will continue to invest in automation, AI-driven innovation, and engineering excellence — expanding the reach of OARM, deepening our use of AI agents responsibly, and advancing our AIOps capabilities to sustain and extend the gains realized this year.

RESEARCH AND DEVELOPMENT

ONMO+: Native Apps

A major effort this year was building native apps for ONMO+, our cloud gaming platform, across a diverse ecosystem of devices including web desktop, web mobile, Android mobile, Android TV, Samsung Smart TVs (Tizen), and LG Smart TVs (webOS), all from a single shared codebase.

We adopted a React-based architecture as the core cross-platform foundation, enabling approximately 90% of the codebase to be shared across all six platforms. Each platform is served from this shared layer, with only targeted platform-specific components handling devicelevel requirements.

Delivering a consistent, high-quality experience across such a varied device landscape required significant research into the constraints and capabilities of each platform. We developed techniques to optimise UI performance across different TV operating systems and device hardware profiles, and devised a hybrid architecture to address platform-specific streaming challenges, ensuring seamless interaction between shared and native components.

The apps are now in the final stages of submission to their respective stores.

Project DialSense: Text Channels Acquisition Optimiser

Acquisition campaigns on non-digital channels such as outbound dialling, SMS and USSD have traditionally relied on broad, untargeted subscriber lists, resulting in low answer rates, weak conversion and elevated acquisition cost. Project DialSense was undertaken to address this long-standing inefficiency in our Tones business through a data-led approach to subscriber selection.

At the core of DialSense is a machine learning model that scores and ranks the target subscriber base by likelihood of conversion, enabling campaigns to focus on the segments most likely to respond. A distinctive feature of the system is a natural language interface that allows the Tones business team to query the model, examine outcomes and adjust targeting criteria in plain language, without requiring data science expertise. This design choice was central to ensuring that the capability could be operated directly by the business and embedded into day-to-day campaign workflows.

DialSense is live with few operators, where initial deployments have validated a meaningful uplift in acquisition performance alongside a reduction in customer acquisition cost across outbound dialling, SMS and USSD channels. The solution is designed to be portable across all Tones operators and extensible to other engagement channels, positioning it as a reusable building block for acquisition optimisation across the wider portfolio.

CORPORATE SOCIAL RESPONSIBILITY

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 fifth year of our partnership with Sankara, we supported in Vision Restoration cataract Surgeries for Adults in Sankara Eye Hospital, Anand, Gujarat for approximately 35 people.

We are happy to support Sankara Eye Foundation in the Gift of Vision program operates by integrating with a community, capitalizing on pre-existing community networks and a highly efficient patient care system. It is aimed at reaching out to rural poor at their doorstep and provide free of cost eye care. It is one of the most far reaching technologically enabled program, covering rural areas over 500 km radius of Sankara Eye Hospital. Rural outreach camps are organized impairment to identify beneficiaries with vision.

Similarly, VAANI - the organization encourages families to actively participate in understanding and communicating with their hearing-impaired children, enabling them to advocate for their rights and access essential services from governments and other service providers. VAANIs genesis lies in a comprehensive feasibility study in 2002, reflecting the genuine need for awareness and early intervention to support children with hearing impairment.

The Company constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

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.

The CSR Policy of the Company along with details of CSR activities is available on the website at the below links:

CSR policy- Corporate_Social_Responsibility_Policy_v1.pdf

CSR activities- Corporate Social Responsibility OnMobile Global Limited

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 form 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 Management 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, 2026.

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 Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026, which is annexed to this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

Radhika Venugopal (DIN: 10590868) was appointed as Whole-time Director & CFO w.e.f May 20, 2025 upto March 26, 2027, liable to retire by rotation. Her appointment was approved by the shareholders by passing a special resolution through postal ballot on June 20, 2025.

Manoranjan Mohapatra (Mao) (DIN: 00043930) was appointed as an Independent Director for a period of five years w.e.f. February 05, 2026 to February 04, 2031. His appointment was approved by the shareholders by passing a special resolution through postal ballot on April 22, 2026.

Leo Olebe (DIN: 11698973) was appointed as an Additional Director in the category of Independent Director of the Company w.e.f. May 18, 2026 and recommended to be appointed as an Independent Director at the upcoming AGM to hold office for a period of five years.

Re-appointment

Pursuant to the provisions of Section 149 of Companies Act, 2013, Paul Lamontagne was re-appointed as an Independent Director for a period of 5 years i.e. from December 17, 2025 to December 16, 2030 at the AGM 2025.

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

Radhika Venugopal (DIN: 10590868) is being re-appointed as Whole-time Director & CFO, for a further period of three years i.e. from March 27, 2027 to March 26, 2030, subject to the approval of the shareholders at the ensuing AGM.

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 27^th 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 2025-26.

Secretarial Auditors

The shareholders of the Company have approved the appointment of 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 a term of five (5) consecutive financial years commencing from 2025-26 to 2029-30.

Secretarial Audit Report for the financial year ended March 31, 2026, 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 Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, 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 financial year ended March 31, 2026, 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, 2026.

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 accord ance 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 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 Seven (7) times during the financial year 2025-26 , viz., April 04, 2025, May 20, 2025, June 24, 2025, August 13, 2025, November 04, 2025, February 05, 2026 and March 20, 2026. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31, 2026, 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, 2026, the following nonexecutive 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

d. Manorajan Mohapatra

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 Rs. Million)

Description	Year ended
	March 31, 2026	March 31, 2025
Foreign exchange earnings	1,364.12	1,718.78
Foreign exchange outgo	393.56	694.99

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

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 2025-26 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 2025-26.

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 2025-26 is placed on the website of the Company, as a part of Annual report, at the link 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- 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 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 difference between 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; 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, Ministry of Corporate Affairs, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, 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	Fran^ois-Charles Sirois
Date: May 18, 2026	Executive Chairman & CEO