OnMobile Global Ltd. — AGM Information 2023

Aug 31, 2023

ONMOBILE GLOBAL LIMITED Tower #1, 94/1 C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore - 560100, Karnataka, India P: +91 80 4009 6000 | F: +91 80 4009 6009 CIN - L64202KA2000PLC027860 Email - investors@onmobile.com

www.onmobile.com

August 31, 2023

To The Listing Department Department of Corporate Services, National Stock Exchange of India Limited BSE Limited, Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East) Dalal Street, Mumbai - 400 051 Mumbai - 400 001 Scrip Code: ONMOBILE Scrip Code: 532944

Dear Sir/Madam,

Sub: Notice of 23[rd] Annual General Meeting

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the above subject, Notice is hereby given that the 23[rd] Annual General Meeting (‘AGM’) of OnMobile Global Limited is scheduled to be held on Monday, September 25, 2023 at 4.00 p.m. IST through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’) pursuant to the General Circular Numbers 10/2022 dated 28[th] December 2022, 02/2022 dated 05[th] May, 2022, and 02/2021 dated 13[th] January, 2021 read with 20/2020 dated 05[th] May 2020, 14/2020 dated 08[th] April 2020, 17/2020 dated 13[th] April 2020 and all other applicable laws and circulars issued in this regard by the Ministry of Corporate Affairs and Circular numbers SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13[th] May 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5[th] January 2023, issued by the Securities and Exchange Board of India.

Copy of the Notice of 23[rd] AGM is enclosed.

Kindly take the same on record.

Thanking you,

Yours sincerely, For OnMobile Global Limited VARAPRASAD Digitally signed by VARAPRASAD VENKATESWA VENKATESWARA PAKANATI Date: 2023.08.31 15:46:33 RA PAKANATI +05'30' P V Varaprasad Company Secretary

Encl: a/a

Notice of the 23[rd] Annual General Meetin g

Notice is hereby given that the 23[rd] Annual General Meeting (‘AGM’) of the Members of OnMobile Global Limited will be held on Monday, September 25, 2023 at 4.00 p.m. IST through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), to transact the following business:

ORDINARY BUSINESS

Item No. 1: Adoption of financial statements

To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors (‘Board’s Report’) and auditors thereon.

Item No. 2: Appointment of Steven Fred Roberts as a Director liable to retire by rotation

To appoint a Director in place of Steven Fred Roberts (DIN: 08815252) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

Item No. 3: Payment of remuneration to non-executive directors including Independent Directors of the Company

To consider and if thought fit, to pass the following resolution as a special resolution:

“RESOLVED THAT in supersession of all the earlier resolutions of the shareholders and pursuant to Section 197, 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or enactment thereof for the time being in force), and in terms of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, subject to such other approvals as may be required, the Non-executive directors including Independent directors of the

Company be paid remuneration, in addition to the sitting fees payable for attending the meetings of the Board or Committees thereof, in aggregate not exceeding 5% (Five percent) of the net profits of the Company computed in accordance with the provisions of Section 198 and other applicable provisions of the Companies Act, 2013 or any statutory amendments thereof or ` 18 million, whichever is higher per annum, for a period of 3 (Three) years, commencing from April 1, 2024 up to March 31, 2027 and such remuneration be paid even in case of no profit or inadequate profit during the said three years period and the said remuneration be paid in such amount, proportion and manner as may be decided by the Board of Directors of the Company from time to time.”

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper, desirable and to settle any question, difficulty or doubt that may arise in this regard without being required to seek any further consent or approval of the Members of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By Order of the Board of Directors For OnMobile Global Limited

Sd/Date: May 30, 2023 P V Varaprasad Place: Bengaluru Company Secretary

Regd. Office:

OnMobile Global Limited,

Tower #1, 94/1C & 94/2, Veerasandra Village, Attibele Hobli,

Anekal Taluk, Electronic City Phase-1, Bengaluru- 560100, Karnataka, India CIN: L64202KA2000PLC027860

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NOTES:

1. Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.

2. Pursuant to the General Circular numbers 20/2020 dated 05th May 2020, 14/2020 dated 08th April 2020, 17/2020 dated 13th April 2020, 02/2021 dated 13th January 2021, 19/2021 dated 08th December 2021, 21/2021 dated 14th December 2021, 2/2022 dated 05th May, 2022 and 10/2022 dated 28th December 2022 issued by the Ministry of Corporate Affairs (MCA); Circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”) companies are allowed to hold AGM through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’), without the physical presence of members at a common venue. In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA and SEBI Circulars the Annual General Meeting of the company is being conducted through VC/ OAVM. The venue of the Meeting shall be deemed to be the registered office of the Company.

3. Central Depository Services (India) Limited shall be providing facility for voting through remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for e-voting and participating in the meeting through VC/OAVM is provided in the instructions which forms part of this Notice. Participation at the AGM through VC/ OAVM shall be allowed on a first-come-first-served basis.

4. Since the AGM is being held in accordance with the Circulars through VC/ OAVM, the facility for appointment of proxies by the members will not be available.

5. Participation of members through VC/ OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 (“the Act”).

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, Articles of Association of the Company and other relevant document mentioned in the notice, will be available electronically for inspection by the members from the date of circulation of this Notice up to the date of AGM i.e. September 25, 2023. Members seeking to inspect such documents can send an email to Investors@onmobile.com

7. The Register of Members and Share Transfer Books of the Company shall remain closed from September 19, 2023 to September 25, 2023 (both days inclusive) for the purpose of 23rd AGM of the Company.

1. Members whose shareholding is in electronic mode are requested to direct notifications about change of address and updates about bank account details to their respective depository participants(s) (DP). Members whose shareholding is in physical mode are requested to opt for the Electronic Clearing System (ECS) mode to receive dividend on time in line with the Circulars. We urge members to utilize the ECS for receiving dividends. Please refer point no. 18 for the process to be followed for updating bank account mandate.

2. Members are requested to address all correspondence, including dividend matters, to the Registrar and Share Transfer Agents (“RTA”), KFin Technologies Limited (Unit: OnMobile), Selenium Building, Tower- B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500032, Rangareddy, Telangana, India. Member(s) must quote their Folio Number/DP ID & Client ID and contact details such as email address, contact number etc., in all correspondences with the RTA.

3. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

4. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, mandated listed companies to issue shares in dematerialized form only while processing the service requests including transmission and transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Share Transfer Agents, KFin Technologies Limited for assistance in this regard.

5. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with the RTA as mentioned above, or with the Company Secretary, at the Company’s registered office. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company’s

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Unpaid Dividend Account, will, as per Section 124 of the Companies Act, 2013 be transferred to the Investor Education and Protection Fund (“IEPF”). Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Act and the applicable rules.

Pursuant to The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is providing / hosting the required details of unclaimed amount referred to under Section 124 of the Companies Act, 2013 on its website www.onmobile. com and also on the website of the Ministry of Corporate Affairs (MCA) viz., www.iepf.gov.in.

1. In compliance with Section 108 of the Act, read with the corresponding rules, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2), the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (“e-voting”) facility provided by the Central Depository Services (India) Limited (CDSL). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members and during the AGM is provided in the instructions below. The Board of Directors of the Company have appointed Pramod S M of M/s. BMP & Co. LLP, Practicing Company Secretaries as the Scrutinizer, for conducting e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the purpose.

2. The e-voting period commences on Thursday, September 21, 2023 at 9.00 a.m. IST and ends on Sunday, September 24, 2023 at 5.00 p.m. IST. During this period, members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on September 18, 2023 may cast their votes electronically. The e-voting module will be disabled by Central Depository Services (India) Limited

(‘CDSL’) for voting thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. as on September 18, 2023.

1. The facility for voting during the AGM will also be made available. Members present in the AGM through VC/ OAVM and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.

2. Any person who becomes the member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date may refer to the instructions below for generating User ID and password for casting his votes through remote e-voting.

3. In compliance with the Circulars, the Annual Report 202223, the Notice of the 23rd AGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

4. We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, KFin Technologies Limited at einward.ris@kfntech.com , to receive copies of the Annual Report 2022-23 in electronic mode. Members may follow the process detailed below for registration of email ID to obtain the report and update of bank account details for the receipt of dividend.

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Type of holder Process to be followed
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Type of holder	Process to be followed	Process to be followed
Physical	For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, KFin Technologies Limited either by email toeinward.ris@kfntech.com or by post to Selenium Building, Tower- B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500032, Rangareddy, Telangana
	Form for availing investor services to register PAN, email address, bank details and other KYC details or changes / update thereof for securities held in physical mode	Form ISR-1
	Update of signature of securities holder	Form ISR-2
	For nomination as provided in the Rules 19 (1) of Companies (Share capital and debenture) Rules, 2014	Form SH-13

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Type of holder Process to be followed
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Type of holder	Process to be followed	Process to be followed
	Declaration to opt out	Form ISR-3
	Cancellation of nomination bythe holder(s) (alongwith ISR-3) / Change of Nominee	Form SH-14
	Form for requesting issue of Duplicate Certifcate and other service requests for shares / debentures / bonds, etc., held in physical form	Form ISR- 4
	The aforesaid forms can be downloaded from the website of the Company athttps://www.onmobile. com/investors/investor_servicesand RTA at https://ris.kfntech.com/clientservices/isc/
Demat	Please contact your DP and register your email address and bank account details in your demat account, as per the process advised by your DP.

1. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities by October 1, 2023, and linking PAN with Aadhaar by June 30, 2023 vide its circular dated March 16, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA, KFin Technologies Limited, at einward.ris@kfntech.com. The forms for updating the same are available at https://www.onmobile.com/ investors/investor_services

Members holding shares in electronic form are, therefore, requested to submit their PAN to their DP.

In case a holder of physical securities fails to furnish PAN and KYC details before October 1, 2023 or link their PAN with Aadhaar before June 30, 2023, in accordance with the SEBI circular dated March 16, 2023, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the RTA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

1. Members may also note that the Notice of the 23rd AGM and the Annual Report 2022-23 will also be available on the Company’s website, https://www.onmobile. com/, websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited, at www. bseindia.com and www.nseindia.com respectively, and on the website of CDSL www.evotingindia.com.

2. Additional information pursuant to sub-regulation (3) of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) in respect of the Director(s) seeking appointment/re-appointment at the AGM is annexed hereto and forms part of the Notice.

3. SEBI has mandated submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants. Members holding shares in physical form shall submit their PAN details to the Company’s RTA, KFin Technologies Limited.

4. The Scrutinizer, after scrutinizing the votes cast at the meeting and votes casted through remote e-voting, make a consolidated scrutinizer’s report and submit the same to the Chairman or to any other person authorised by the Chairman. The Chairman/Authorised person shall declare the results of the voting on or before Wednesday, September 27, 2023. The results declared along with the consolidated Scrutinizer’s report shall be placed on the website of the Company www.onmobile.com and on the website of CDSL www.evotingindia.com and also be communicated to the Stock Exchanges.

5. Since the AGM will be held through VC/ OAVM in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

directors. Corresponding to their increased responsibilities, the Companies Act also envisages that they should be compensated adequately for their services.

Item No. 3

In terms of sections 197, 198 read with Schedule V of Companies Act 2013, the Shareholders in the AGM held on September 29, 2021 had approved payment of remuneration to non-executive directors including independent directors, in aggregate upto 5% of the net profits or ` 18 million, whichever is higher per annum, in addition to the sitting fees to which they are entitled. As prescribed under schedule V the approval was accorded for a period of 3 years, commencing from April 1, 2021 up to March 31, 2024 and the period of 3 years expires on March 31, 2024. In order to facilitate the Company to continue to pay the existing remuneration as minimum remuneration to the nonexecutive directors including Independent directors in the event of no profit or inadequate profit, the Board of Directors in their meeting held on May 29, 2023, based on the recommendation of the Nomination and Compensation Committee and subject to approval of the shareholders and such other approvals as may be required, have approved the payment of said remuneration to the non-executive directors and recommended the resolution seeking approval of the shareholders for the same.

The directors have been assigned various roles, responsibilities and duties. The Companies Act, 2013 envisages that even nonexecutive directors devote more attention and time for the effective and good governance of the Company of which they are

As per the amended provisions of Sections 149(9), 197 and Schedule V of the companies Act, 2013 vide Companies Amendment Act, 2020 notified on March 18, 2021, Nonexecutive directors including Independent directors are now eligible for remuneration as per Schedule V of the Act, in case of no profits or inadequate profits.

Further, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also requires approval of the shareholders for payment of remuneration to non-executive directors.

The Special Resolution at Item No. 3 seeks approval of the shareholders pursuant to section 197,198 and other applicable provisions, if any read with schedule V of the Companies Act, 2013 and pursuant to Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for payment of remuneration to non-executive directors including independent directors in aggregate up to 5% of the net profits or ` 18 million, whichever is higher per annum, in addition to the sitting fees to which they are entitled, for a further period of 3 years, commencing from April 1, 2024 to March 31, 2027.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No. 3 is annexed hereto.

Statement containing additional information as required in Schedule V of the Companies Act, 2013

I. General information:

(1)	Nature of industry	Mobile Entertainment Services. OnMobile provides mobile entertainment products & solutions such as Tones and Videos & Editorial to telecom operators and media companies. Outside this traditional core, OnMobile focused on building cutting-edge Mobile Gaming products such as ONMO & Challenges Arena which would be taken to market through B2B and D2C channels.	Mobile Entertainment Services. OnMobile provides mobile entertainment products & solutions such as Tones and Videos & Editorial to telecom operators and media companies. Outside this traditional core, OnMobile focused on building cutting-edge Mobile Gaming products such as ONMO & Challenges Arena which would be taken to market through B2B and D2C channels.	Mobile Entertainment Services. OnMobile provides mobile entertainment products & solutions such as Tones and Videos & Editorial to telecom operators and media companies. Outside this traditional core, OnMobile focused on building cutting-edge Mobile Gaming products such as ONMO & Challenges Arena which would be taken to market through B2B and D2C channels.	Mobile Entertainment Services. OnMobile provides mobile entertainment products & solutions such as Tones and Videos & Editorial to telecom operators and media companies. Outside this traditional core, OnMobile focused on building cutting-edge Mobile Gaming products such as ONMO & Challenges Arena which would be taken to market through B2B and D2C channels.
(2)	Date or expected date of commencement of commercialproduction	Year 2000 (Date of Incorporation : September 27, 2000)
(3)	In case of new companies, expected date of commencement of activities as per project approved by fnancial institutions appearingin theprospectus	Not Applicable
(4)	Financial performance based on given indicators	`in Millions
		Particular	2022-23	2021-22	2020-21
		Turnover	2105.57	1981.93	1,946.83
		Proft after Tax	(20.80)	156.35	116.07
(5)	Foreign investments or collaborations, if any.	(No. of Shares)
		Particulars		FY 2022-23	FY 2021-22
		Foreign Nationals		252,376	13,180
		Companies		50,923,703	50,923,703
		Foreign Portfolio Investors		1,010,508	507,481
		NRIs		1,667,852	1,454,595

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gne, Director	ne is a business bal connector erience in banking, venture capital, ations and impact a history of den gems. his BA from ity and his MBA nstitut d’Études aris.	Remuneration (In`)	1,900,000	1,650,000	354,452	Well recognised experts in their respective domains	Paul Lamontagne has extensive experience in business strategy, banking, private equity, venture capital, telecommunications.	As proposed above in resolution set forth in Item No. 3	The proposed remuneration is comparable to that drawn by the peers in the similar capacity in the industry and is commensurate with the size of the Company and nature of its business	Paul Lamontagne is not related to any of the Directors and Key Managerial Personnel of the Company.
Paul Lamonta Independent	Paul Lamontag builder and glo with deep exp private equity, telecommunic investing, has uncovering hid Paul received McGill Univers from France’s I Politiques de P	Financial year	2022-23	2021-22	2020-21
oberts, e Director	oberts has ce in gaming, nerships, media tegrating tertainment on ogies platforms, and launch of new ntertainment bachelor’s degree ersity of California, Masters of Business Washington shington DC	Remuneration (In`)	1,900,000	1,650,000	620,822		Steven Fred Roberts has extensive experience in gaming, business strategy, digital technologies and leadership.			Steven Fred Roberts is not related to any of the Directors and Key Managerial Personnel of the Company.
Steven Fred R Non-Executiv	Steven Fred R wide experien strategic part distribution, in DIRECTTV en digital technol development businesses in e space. Steven holds a from the Univ Berkeley and from George University, Wa	Financial year	2022-23	2021-22	2020-21
, Director	is an nance aving worked th on the asset de and with large suries, investor ate in Commerce College of elhi University ticles with use while A.	Remuneration (In`)	2,300,000	2,050,000	520,822		Geeta Mathur has extensive experience in fnance, leadership, treasury, risk management and investor relations.			Geeta Mathur is not related to any of the Directors and Key Managerial Personnel of the Company.
Geeta Mathur Independent	Geeta Mathur experienced f professional h as a banker bo side and risk si corporate trea relations. She is a gradu from Shriram Commerce, D and did her ar PriceWaterho pursuing her C	Financial year	2022-23	2021-22	2020-21
rector	as wide lecommunications neurship, isory and investing tart-ups. achelor’s degree ons.) from Delhi BA from Cranfeld gement (UK) and The Wharton gement Program.	Remuneration (In`)	2,100,000	1,450,000	175,000		Sanjay Kapoor has extensive experience in telecommunications sector, entrepreneurship, consulting, advisory, leadership and business strategy.			Sanjay Kapoor is not related to any of the Directors and Key Managerial Personnel of the Company.
Sanjay Kapoor, Independent Di	Sanjay Kapoor h experience in te sector, entrepre consulting & adv in & mentoring s Sanjay holds a B in Commerce (H University, an M School of Mana is a Graduate of Advanced Mana	Financial year	2022-23	2021-22	2020-21
Name of Non-Executive Director including independent directors	Background details	Past remuneration				Recognition or awards	Job profle and his suitability	Remuneration proposed	Comparative remuneration profle with respect to industry, size of the company, profle of the position and person	Pecuniary relationship directly or indirectly with the Company, or relation with the managerial personnel, if any.
	(1)	(2)				(3)	(4)	(5)	(6)	(7)

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III. Other information:

(1)	Reasons of loss or inadequate profts	The Company has adequate proft for the fnancial year ending March, 31, 2023. However, the statement of information as per Section II of Part II of Schedule V of Companies Act, 2013 is being furnished in order to facilitate payment of minimum remuneration in the event of inadequate profts, if any during the tenure of Non- executive directors from time to time.
(2)	Steps taken or proposed to be taken for improvement	1. Rationalization of manpower and operating expenses in order to leverage higher capacity. 2. Transformation in the Management team to make the organization more cost- efective, entrepreneurial, agile, efcient and dynamic. 3. Identifying and closing down of loss-making entities / ofces globally. 4. Driving the Company’s business growth with cutting-edge Mobile Gaming products viz. ONMO & Challenges Arena through B2B and D2C channels.
(3)	Expected increase in productivity and profts in measurable terms	Over the last one-year proftability of the Company on Standalone basis has gone down from 156.35 million in FY 2021-22 to(20.80) million in FY 2022-23. Financials on a standalone and consolidated basis are expected to improve further in the future years.

Considering the above, the Board recommends the special resolution set forth in Item No.3 for the approval of the shareholders.

Except the non-executive director who may be deemed to be interested or concerned as the resolution related to their remuneration, no other director or key managerial personnel and their relatives are interested or concerned directly or indirectly in the resolution

Additional information on Directors seeking Appointment / Re-appointment at the AGM pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)

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Particulars Steven Fred Roberts
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Particulars	Steven Fred Roberts
Date of Birth	10-03-1964
Date of Appointment	31-07-2020
Qualifcations	Bachelor of Science (International Political Economy) from the University of California, Berkeley CA. Masters of Business (Administration, International Business graduate courses) from George Washington University, Washington DC
Expertise in specifc functional areas	Wide experience in gaming, strategic partnerships, media distribution, integrating DIRECTTV entertainment on digital technologies platforms, development and launch of new businesses in entertainment space.
Directorships held in other companies (including foreign companies) as on date	1. SportsedTV 2. ONMO, Inc.
listed entities from which the director has resigned in the past three years	NIL
Disclosure of relationship between directors inter-se	Steven Fred Roberts is not related to any other Director of the Company
Memberships/ Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders/ Investors Grievance Committee)	NIL

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Particulars Steven Fred Roberts
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Particulars	Steven Fred Roberts
Number of shares held in the Company including shareholding as a benefcial owner.	NIL
In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed director meets such requirements	NA

For other details such as the number of meetings of the Board attended during the year, remuneration drawn and profile in respect of above directors, please refer to the Report on Corporate Governance which is part of the Annual Report.

By Order of the Board of Directors For OnMobile Global Limited

Date: May 30, 2023 Place: Bengaluru

Sd/P V Varaprasad Company Secretary

Regd. Office:

OnMobile Global Limited, Tower #1, 94/1C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bengaluru- 560100, Karnataka, India CIN: L64202KA2000PLC02786

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THE INTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period begins on Thursday, September 21, 2023 at 9.00 a.m. IST and ends on Sunday, September 24, 2023 at 5.00 p.m. IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 18, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode with CDSL/NSDL is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasinew/home/login or visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available athttps://web. cdslindia.com/myeasinew/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. CDSL and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. CDSL and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Votingperiod orjoiningvirtual meeting& votingduringthe meeting.
Individual Shareholders (holding securities in demat mode) login through theirDepository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. CDSL and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30.

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form .

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders/ Members” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

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• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first time user, follow the steps given below:

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For Physical shareholders and other
than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN
issued by Income Tax Department
(Applicable for both demat shareholders
as well as physical shareholders).
Shareholders who have not updated
their PAN with the Company/
Depository Participant are requested
to use the sequence number indicated
in the PAN field or if the same is not
updated, member may send an e-mail
to KFintech at einward.ris@kfntech.
com.
Dividend Enter the Dividend Bank Details or
Bank Details Date of Birth (in dd/mm/yyyy format)
as recorded in your demat account or in
OR Date of
the Company records in order to login.
Birth (DOB)
If both the details are not recorded with
the depository or Company, please
enter the member id / folio number in
the Dividend Bank details field.
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• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the Electronic Voting Sequence Number (EVSN) for OnMobile Global Limited on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes casted by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) Additional facility of remote e-voting for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively , Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested

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specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; scrutinizeronmobile@gmail.com and Investors@ onmobile.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• 7) In case, if you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no.1800 22 55 33.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting. The Shareholders can join the AGM through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID /folio number, PAN, Mobile number to Investors@ onmobile.com from September 11, 2023 (9.00 a.m. IST) to September 15 , 2023 (5.00 p.m. IST).

The shareholders who do not wish to speak during the AGM but have queries may send their queries from their registered email address on or before September 15, 2023 mentioning their name, demat account number/

folio number, mobile number to Investors@onmobile.com. These queries will be replied to by the company suitably by email.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Webcast: Your Company is pleased to provide one-way live webcast of the proceedings of the AGM on September 25, 2023 from 4.00 p.m. IST onwards. Members may join the meeting following same procedure as mentioned in the e-voting instructions. Members are requested to refer e-voting instructions and attending the AGM procedure. On following the login procedure members will reach the link “live streaming” from where you can ONLY VIEW the proceeding of the 23rd Annual General Meeting. Members who need technical assistance before or during the Meeting can send an email to helpdesk.evoting@cdslindia.com or contact at toll free no.1800 22 55 33.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR VOTING AND ATTENDING THE AGM FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• (i) For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) by email to Company Investors@onmobile.com / RTA einward.ris@kfntech. com.

• (ii) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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Information at Glance:

In order to enable ease of participation of the Members, we are providing below key details regarding the meeting for ready reference:

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Sl. Particulars Details
No.
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Sl. No.	Particulars	Details
1.	Time and date of AGM	Monday, September 25, 2023 at 4.00 p.m. IST
2.	Link for live webcast of the Annual General Meeting and for participation through VC/ OAVM	Shareholders may refer to the instructions provided for e-voting and attending the AGM through VC/OAVM
3.	Link for remote e-voting
4.	Username and password for VC/ OAVM
5.	Helpline number for VC/OAVM participation and e-voting	Contact CDSL write tohelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33 Contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
6.	Cut-of date for e-votingeligibility	Monday, September 18, 2023
7.	Time period for remote e-voting	Thursday, September 21, 2023 at 9.00 a.m. IST and ends on Sunday, September 24, 2023 at 5.00 p.m. IST
8.	Book closure dates	Tuesday, September 19, 2023 to Monday, September 25, 2023 (both days inclusive)
9.	Last date for publishing results of the e-voting	Wednesday, September 27, 2023
10.	Registrar and Share Transfer Agent contact Details	Rajitha C, Deputy Vice President (Unit: OnMobile Global Limited) KFin Technologies Limited E-mail:einward.ris@kfntech.com Toll Fee No. : 1-800-309-4001
11.	OnMobile’s contact details	Email ID: Investors@onmobile.com Contact No.: 080 4009 6000

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