OnMobile Global Ltd. — Annual Report 2019

May 24, 2019

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mobile

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 I F: +91 80 4009 6009 CIN - L64202KA2000PLC027860 www.onmobile.com

May 24, 2019

To, The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai-400 001 BSE Symbol: 532944

The Secretary National Stock Exchange of India Limited Bandra Kurla Complex Bandra East Mumbai - 400 051 NSE Symbol : ONMOBILE

Dear Sir/Madam,

Sub: Outcome of the Board Meeting

This is with reference to our letter dated May 13, 2019 informing about the Board meeting scheduled on May 24, 2019.

The Board of Directors of OnMobile Global Limited ('the Company') at their meeting held on Friday, May 24, 2019 in Montreal, Canada has inter alia

• l. pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing Regulations"), considered and approved the audited financial results as per IndAS for the quarter and year ended March 31, 2019. A copy of the audited financial results (Standalone and Consolidated) as per Ind AS along with the Auditors report and declaration regarding unmodified audit reports under SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 is enclosed herewith.

• considered and recommended a dividend of Rs.1.50 per equity share of Rs. 10/- each for the financial year ended March 31, 2019 subject to approval by the shareholders at the ensuing Annual General Meeting.

• considered and approved re-appointment of Mr. Francois Charles Sirois as Executive Chairman of the Company for a period of 5 years w.e.f. November 1, 2019.

After verifying the latest list of Debarred DIN / PAN holders, we hereby affirm that Mr. Francois Charles Sirois (DIN 06890830) is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Disclosure under regulation 30 of listing Regulations is enclosed herewith.

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onmobile

ONMORII F 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 IF: +91 80 4UU'I 6009 CIN - L64202KA2000PLC027860 www.onmobile.com

Conference Call Invite: In terms of Regulation 30 of listing Regulations, management will participate in the conference call to discuss the Company's performance on Monday, May 27, 2019 at 4.00 p.m. IST.

The Meeting of Board of Directors of the Company commenced at 8.00 a.m. EDT and concluded at 11.30 a.m. EDT as per local time of Montreal, Canada.

Request you to please take the same on record.

Thanking you,

Yours sincerely, For OnMobile Global Limited p .V. VO-.uf� P. V. Varaprasad Company Secretary

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Encl:a/a

.

OnMobile Global Limited Statement of standalone results for the quarter and year ended March 31, 2019

Registered office: Tower 1, 94/lC & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru-560100

Amount in Rs Lakhs except data per share

SI. No I 2 3 4 s 6 7 8 9 10 II 12	Particulars Revenue from Operations (a) Telecom Value Added Services (b) Other Operating Income Other income (Net) TotaIIncome Expenses (a) Content fee and royalty (b) Contest expenses, cost of sofware licenses and others ( c) Employee benefits expense ( d) Finance costs ( e) Depreciation and amortisation expenses (f Other expenses Total expenses Proft befre tax and exceptional items (1-2) Exceptional items (Refr Note 6) Proft/(Loss) befre tax (3-4) Tax expense: (a) Current tax (b) Defrred tax Total tax Profit/(Loss) fr the period/ year (5-6) Other comprehensive income A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassifed to profit or loss B. Items that will be reclassified to proft or loss Other comprehensive income Total comprehensive income fr the period/ year (7+8) Paid up equity share capital (Face value of Rs 10/-each) Other equity Earings per share (of Rs. 10 each) (not annualised except for yea ended March 31, 2018 and year ended Mach 31, 2019) (a) Basic (b) Diluted	Quarter ended	Quarter ended	Quarter ended	Year ended	Year ended
		March 31, 2019 (Refer Note9) 5,194 - 327	December 31, 2018 (Unaudited) 5,536 - l,817	March 31, 2018 (Refer Note9) 5,252 778 1,179	March 31, 2019 (Audited) 22,952 - 5,182	March 31, 2018 (Audited) 25,063 2,713 3,953
		5,521	7,353	7,209	28,134	31,729
		365 418 745 661 2,400 2,761 - - 139 141 1,747 1,845		465 1,692 911 2,877 2,982 11,272 3 4 291 675 1,846 7,753		1,944 3,790 13,067 11 1,213 7,492
		5,396	5,826	6,498	24,273	27,517
		125 1,527 127 -		711 -	3,861 127	4,212 -
		(2) 1,527 575 101 (568) 55		711 770 (942)	3,734 1,320 (866)	4,212 1,156 (834)
		7	156	(172)	454	322
		(9)	1,371	883 3,280		3,890
		(28) 10 (17)	(61) 215 (63) 21 (74) 22 (162) 93 133			267 (92) 180
		(35)	(202)	234 92		355
		**(4) **	1,169	1,117 3,372		4,245
		10,570 (0.01) (0.01)	10,570	10,557 10,570 62,130		10,557 60,442
			1.30 1.30	0.84 0.84	3.10 3.10	3.71 3.71

On Mobile Global Limited Statement ofstandalone results for the quarter and year ended March 31, 2019 Registered office: Tower 1, 94/lC & 9412, Veerasandra Village, Electronic City Phase-I, Bengaluru-560100

Amount in Rs Lakhs except data per share

Notes:

1. STANDALONE BALANCE SHEET

: STANDALONE BALANCE SHEET
Particulars ASSETS Non-Current Assets Property, plant and equipment Capital work-in-progress Intangible assets Finacial assets Investments Loans Other financial assets Income tax assets (net) Defrred ta assets (net) Other non-curent assets Current Assets Financial Assets Investents Trade receivables Cash and cash equivalents Other bank balances Loans Other fnancial assets Other curent assets TOT AL- ASSETS EQUITY AND LIABILITIES Equity Equity share capital Other equity Non-Current Liabilities Povisions Current Liabilities Finacial liabilites Trade payables -Total outstanding dues of micro enterrises and small enterprises -Total outstading dues of creditors other than micro enterprises and small enterprises Other fnancial liabilities Provisions Other current liabilities	Asat As at March 31 2019 March 31 2018 (AuditedI (Audited) 1,404 2,555 73 212 18 41 26,854 10,122 840 11,991 1,178 1,514 10,098 9,939 5,263 4,375 1,635 1,643
	47.363 42.392 19,165 12,033 4,234 5,545 2,949 6,955 119 487 49 48 9,180 15,080 1,102 1,015 36,798 41 163 84,161 83 SS5 10,570 10,557 62,130 60,442
		,798	41 163 83 SS5 10,557 60,442
	84,161 10,570 62,130
	72 700 381
	11 080 12,213
TOTAL- EQUITY AND LIABILITIES
	84 161 83,555

1. The standalone results for the quarter and year ended March 31, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 23, 2019 and May 24, 2019. The above results have been audited by the statutory auditors of the Company. The reports of the statutory auditors are unqualified.

2. These financial results have been prepared in accordance with Indian Accounting Standards ('Ind AS') prescribed under section 133 of the Companies Act, 2013 read with the relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant circulars issued thereunder.

3. Effective April 01, 2018, the Company has adopted Ind AS 115, "Revenue from Contracts with Customers" by applying the cumulative effect method to all contracts that were not completed as of April O I, 2018 and accordingly the comparative information has not been restated. The adoption of the standard did not have any material impact to the financial results of the Company for the quarter and year ended March 3 I, 2019.

4. The Company is engaged in providing value added services in telecom business and its operations are considered to constitute a single reportable segment in the context of Ind AS 108· "Operating Segments".

5. Exceptional item for the quarter and year ended March 3 I, 2019 includes amount recorded towards impairment/ Write off of investment in OnMobile Global Czech Republic S.R.O and OnMobile Portugal SOPS, Unipessoal LDA (Zona Franca Da Madeira) and PT Onmobile Indonesia, wholly owned subsidiaries of the Company.

6. The Board of Directors have recommended, subject to approval of shareholders, a dividend of Rs. 1.50 per equity share of Rs. 10 each and dividend distribution tax thereon aggregating to Rs. J ,911 lakhs.

7. During the current year, Orunobile Europe B.V., Netherlands, a subsidiary of the Company, entered into a Share Purchase and Earn out Agreement ('SPA') on October 11, 2018 to acquire Appland AB, a company incorporated in Sweden, which provides cloud-based app-distribution, subscription and monetization services to several well-known telecom operators and global corporates across the world for a total consideration (including earn out) not exceeding INR 10,874 lakhs (USD 150 lakhs). The Company has completed the acquisition of 100% stake in Appland AB and consequently it has become a wholly owned subsidiary of the group.

8. The figures of the last quarter ended March 31, 2019 and March 31, 2018 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the respective financial year which were subject to limited review by the statutory auditor of the Company.

on Behalf of Board of Directors

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Place: Montreal, Canada Date: May 24, 2019

BS R & Co. LLP Chartered Accountants

Maruthi Info-Tech Centre Telephone +91 80 7134 7000 11-12/1, B Block, 2nd Floor Fax +91 80 7134 7999 Inner Ring Road, Koramangala Bangalore 560 071 India

Auditor's report on quarterly and annual standalone financial results of Onmobile Global Limited pursuant to Regulation 33 of the SEBI (Listing obligations and Disclosure requirements) Regulations, 2015

To

The Board of Directors of Onmobile Global Limited

We have audited the standalone annual financial results ofOnmobile Global Limited ('the Company') for the year ended March 31, 2019 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to the fact that the figures for the last quai1er ended March 31, 20 I 9 and the corresponding quarter ended in the previous year as repo11ed in these standalone annual financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quai1er of the relevant financial year. Also the figures up to the end of the third quai1er had only been reviewed and not subjected to audit.

These standalone annual financial results have been prepared on the basis of the annual financial statements and reviewed quarterly financial results, which are the responsibility of the Company's Management. Our responsibility is to express an opinion on these standalone annual financial results based on our audit of the annual financial statements which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone annual financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supp011ing the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of the information and according to the explanations given to us these financial results:

• (i) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• (ii) give a true and fair view of the net profit and other comprehensive income and other financial information for the year ended March 31, 20 1 9.

for B S R & Co. LLP Chartered Accountants Firm Registration Number: 101248W/W-100022

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Sampad Guha Thakurta Partner Membership Number: 060573 Place: Bengaluru Date: May 24, 2019

B S R & Co. la partnership firm with Registration No. BA61223) converted into B S R & Co. LLP la Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Milts Compound N M Joshi Marg, Mahalakshmi Mumbai 400 011

OnMobile Global Limited

Statement of audited consolidated results for the quarter and year ended March 31, 2019 Registered office: Tower 1, 94/lC & 94/2, Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100

Registered ofce: Tower 1, 94/lC&94/2,	Registered ofce: Tower 1, 94/lC&94/2,	Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100	Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100	Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100	Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100	Veerasaodra Village, Electronic City Phase-I, Bengaluru- 560100
		Amount in Rs Lakhs except data per share
		Quarter ended Year ended
SI. No I 2 3 4 5 6 7 8 9 10 11 12	Particulars	March 31, 2019 (Refer Note 10)	December 31, 2018 (Unaudited)	March 31, 2018 March 31, 2019 (Refer Note 10) (Audited)		March 31, 2018 (Audited)
	Revenue from Operations Telecom value added services Other income (net) Total income Expenses (a) Content f and royalty (b) Contest expenses, cost of sofware licenses and others ( c) Employee benefts expense ( d) Finance costs ( e) Depreciation and amorisation expenses ( t) Other expenses Total expenses Proft/ (Loss) before tax and exceptional items (1 - 2) Exceptional items (refr note 8) Proft (Loss) befre tax (3+4) Tax expense (a) Current tax (b) Defered tax Total tax Proft/ (Loss) fr the period / year (5-6) Other comprehensive income A. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to proft or loss B. Items that will be reclassifed to profit or loss Other comprehensive income Total comprehensive income fr the period/ year (7+8) Paid up equity share capital (Face value of Rs I 0/- each) Other equity Earings per share (of Rs. 10 each) (not annualised except for year ended March 31, 2018 and year ended March 31, 2019) (a) Basic (b) Diluted	14,329 271	15,247 (117)	14,820 59,386 844 2,902		63,561 1,228
		14,600	15,130	15,664	62,288 64,789
		5,887 736 4,098 - 583 2,842	6,378 660 4,445 4 596 3,106	5,882 875 4,327 3 1,155 2,502	24,424 2,772 17,768 8 2,722 11,462	24,430 3,650 18,902 II 4,791 10,085
		14,146	15,189	14,744	59,156	61,869
		454 -	(59) -	920 (86)	3,132 2,920 - (148)
		454 773 (542)	(59) 353 (131)	834 1,127 (724)	3,132 2,261 (1,019)	2,772 2,405 (768)
		231	222	403	1,242	1,637
		223 (28) 10 (358)	(281) (61) 21 (1,338)	431 1,890 215 (63) (74) 22 250 (1,227)		1,135 267 (92) 1,058
		(376)	(1,378)	391 (1,268)		1,233
		(153)	(1,6591	822 622		2,368
		10,570	10,570	10,557	10,570 46,010	10,557 47,073
		0.21 0.21	(0.27) (0.27)	0.41 0.41	1.79 1.79	1.08 1.08

OnMobile Global Limited Statement of audited consolidated results for the quarter and year ended March 31, 2019 Registered office: Tower 1, 94/lC & 94/2, Veerasandra Village, Electronic City Phase-I, Bengaluru- 560100

Notes:

1 Consolidated Balance Sheet

Consolidated Balance Sheet
	Amount in Rs, Lakhs
Particulars	As at March 31, 2019 (Audited)	As at March 31, 2018 (Audited)
ASSETS Non-Current Assets Property, plant ad equipment Capital work in progress Goodwill Other Intangible assets Financial assets Investments Loans Other fnancial assets Income tax assets (net) Deferred tax assets (net) Other non-current assets Current Assets Financial assets Investments Trade receivables Cash and cash equivalents Other bank balances Loans Other financial assets Other current assets TOTAL -ASSETS EQUITY AND LIABILITIES Equity Equity share capital Other equity Non-Current Liabilities Other fnancial liabilities Provisions Defrred tax liabilities (net) Current Liabilities Financial liabilities Trade payables -Total outstanding dues of micro enterprises and small enterprises -Total outstanding dues of creditors other than micro enterprises and small enterprises Other fnancial liabilities Provisions Other current liabilities TOTAL- EQUITY AND LIABILITIES	2,025 3,219 113 241 7,627 - 2,237 2,285 - -· 637 486 10 10 12,680 12,148 5,224 4,390 1,642 1,655
	32195 19,165 16,513 7,941 119 112 6,330 4,881	24,434 12,033 17,079 17,996 487 317 6,496 2,588
	55,061	56.996 81,430 10,557 47,073
	87 256 10,570 46,010
	56.580 2,360 381 13	57,630 - 375 11
	2 754 386 - - 21,166 18,795 2,763 593 1,816 1,659 2,177 2,367
	27.922 23.414 87,256 81,430

• Represents number less than Rupees one lakh

2 (a) The consolidated results for the quarter and year ended March 31, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 23, 2019 and May 24, 2019. The above results have been audited by the statutory auditors of the Company. The reports of the statutory auditors are unqualified.

• (b) Key numbers of Standalone Financial Results of the Company for the quarter and year ended March 31, 2019 are as under:

Rs. in lakhs

(b) Key numbers of Standalone Financial Results of the Company fr the	quarter and year ended March 31, 2019 are as under:	quarter and year ended March 31, 2019 are as under:	Rs. in lakhs	Rs. in lakhs
Particulars	Quarter ended		Year ended
	March 31, 2019 December 31, 2018 (Refer Note 10) (Unaudited)	March 31, 2018 (Refer Note 10)	March 31, 2019 (Audited)	March 31, 2018 (Audited)
Total Income Proft/ (Loss) before Tax Net Proft_I_(Loss) afer Tax	5,521 7,353 7,209 (2) 1,527 711 (9) 1,371 883		28,134 3,734 3,280	31,729 4,212 3,890

Standalone results of OnMobile Global hm1ted are available m investors section in www.onmobile.com and also with the stock exchanges where 1t 1s listed.

3 These financial results have been prepared in accordance with Indian Accounting Standards ('Ind AS') prescribed under section 133 of the Companies Act, 2013 read with the relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant circulars issued thereunder.

OnMobile Global Limited

Statement of audited consolidated results for the quarter and year ended March 31, 2019 Registered office: Tower I, 94/IC & 94/2, Veerasandra Village, Electronic City Phase-I, Bengaluru- 560100

4 The above results include consolidated results of the Company, subsidiaries : OnMobile Singapore Pte Limited, PT OnMobile Indonesia (Liquidated), OnMobile Europe B.V., Appland AB, OnMobile S.A., OnMobile USA LLC, Servicios De Telefonia OnMobile SA DE CV, OnMobile Global SA , OnMobile Brasil Sistemas de Valor Agregado Para Comunicacoes Moveis Ltda, OnMobile DE Venezuela C.A, OnMobile Global for Telecommunication Services, OnMobile Senegal SARL, OnMobile Uruguay S.A., OnMobile Bangladesh Private Limited , OnMobile Mali SARL , OnMobile Servicios Corporativos De Telefonia S.A. DE C.V., OnMobile Kenya Telecom Limited , OnMobile Telecom Limited , OnMobile Global Spain S.L.U, OnMobile Costa Rica OBCR SA. , OnMobile Uganda Limited, OnMobile Zambia Telecom Limited, OnMobile Madagascar Telecom Limited, OnMobile Rwanda Telecom Limited, OnMobile Nigeria Telecom Limited, OnMobile Tanzania Telecom Limited, OnMobile Ghana Telecom Limited, OnMobile Telecom (SL) Limited, OnMobile Global Solutions Canada Limited, OnMobile Global Italy S.R.L, Onmobile Turkey Telekomunikasyon Sistemleri Limited Sirketi, Onmobile Telecom Burkina Faso, SARL, OnMobile Portugal SGPS Unipessoal LDA (Zona Franca Da Madeira), OnMobile Live Inc., Fonestarz Media Group Limited., 2dayUK Limited., Fonestarz Media (licensing) Limited (Dissolved w.e.f January 22, 2019), Daius Limited (Dissolved w.e.f. January 22, 2019), Foriestarz Limited (Dissolved w.e.f January 22, 2019), Livewire Mobile (Australia) PTY Limited (Dissolved w.e.f September 20, 2018), Fonestarz Media Limited (Dissolved we.f. January 22, 2019), OnMobile Global Czech Republic s.r.o., OnMobile Global Limited Columbia S.A.S., OnMobile Global South Africa (PTY) LTD and OnMobile Latam Holding, S.L, and associate Mobile Voice Konnect Private Limited.

• 5 The Board of Directors have recommended, subject to approval of shareholders, a dividend of Rs. 1.50 per equity share of Rs. IO each and dividend distribution tax thereon aggregating to Rs. 1,911 lakhs.

6 Effective April 01, 2018, the Group has adopted Ind AS 115, "Revenue from Contracts with Customers" by applying the cumulative effect method to all contracts that were not completed as of April O 1, 2018 and accordingly the comparative information has not been restated. The adoption of the standard did not have any material impact to the financial results of the Company for the quarter and year ended March 31, 2019.

• 7 The Company is engaged in providing value added services in telecom business and its operations are considered to constitute a single reportable segment in the context oflnd AS 108 - "Operating Segments".

• 8 Exceptional items represents:

During the quarter and year ended March 31, 2018, the Venezuela Government devalued its currency Venezuelan Bolivar Fuerte (VEF). The effect of restatement of the assets and liabilities from foreign currency (VEF) to functional currency at the period end rates on such devaluation amounting to Rs. 86 lakhs and Rs.148 lakhs for the quarter and year ended respectively are presented as exceptional item.

9 During the current year, Onmobile Europe B.V., Netherlands, a subsidiary of the Company, entered into a Share Purchase and Earn out Agreement ('SPA') on October 11, 2018 to acquire Appland AB, a company incorporated in Sweden, which provides cloud-based app-distribution, subscription and monetization services to several well-known telecom operators and global corporates across the world for a total consideration (including earn out) not exceeding INR 10,874 lakhs (USD 150 lakhs). The Company has completed the acquisition of 100% stake in Appland AB and consequently it has become a wholly owned subsidiary of the group. The Company has accounted for this acquisition as a business combination in accordance with Ind AS I 03 "Business Combinations" in these consolidated financial results.

IO The figures of the last quarter ended March 31, 2019 and March 31, 2018 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the respective financial year which were subject to limited review by the statutory auditor of the Company.

on Behalf of Board of Directors

· an�ois-Charles Sirois Executive Chairman and Chief Executive Officer Place: Montreal, Canada Date: May 24, 2019

BS R & Co. LLP Chartered Accountants

Maruthi Info-Tech Centre Telephone +91 80 7134 7000 11-12/1, B Block, 2nd Floor Fax +91 80 7134 7999 Inner Ring Road, Koramangala Bangalore 560 071 India

Auditor's report on quarterly and annual consolidated financial results of On mobile Global Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

To

The Board of Directors ofOnmobile Global Limited

We have audited the consolidated annual financial results of Onmobile Global Limited ('the Company'), its subsidiaries ( collectively referred to as 'the Group') and an associate, for the year ended March 31, 2019 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to the fact that the figures for last quarter ended March 31, 2019 and the corresponding qua1ter ended in the previous year as reported in these consolidated annual financial results are the balancing figures between consolidated audited figures in respect of the full financial year and the published year to date consolidated figures up to the end of third quaiter of the relevant financial year. Also the figures upto the end of the third quarter have only been reviewed and not subjected to audit.

These consolidated annual financial results have been prepared from consolidated annual financial statements and reviewed quaiterly consolidated financial results which are the responsibility of the Company's Management. Our responsibility is to express an opinion on these consolidated annual financial results based on our audit of the consolidated annual financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated annual financial results are f[r] ee of material misstatements. An audit includes examining, on a test basis, evidence suppo1ting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us these consolidated annual financial results:

• (i) includes the annual financial results of the entities listed in note 4 of these consolidated financial results;

• (ii) have been presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• (iii) give a true and fair view of the consolidated net profit and other comprehensive income and other financial information for the year ended March 31, 2019.

for B S R & Co. LLP Chartered Accountants Finn Registration Number: 101248W/W-100022

Sampad

Partner Membership Number: 060573 Place: Bengaluru Date: May 24, 2019

B S R & Co. la partnership firm with Registration No. BA61223) converted into B S R & Co. LLP la Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N M Joshi Marg, Mahalakshmi Mumbai 400 011

onmobile

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 I F: +91 80 4009 6009 CIN - L64202KA2000PLC027860 www.onmobile.com

DECLARATION

Pursuant to Regulation 33(3)(d) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, OnMobile Global Limited (the Company) hereby furnishes a declaration that the audit reports issued by Mis. BSR & Co. LLP , Chartered Accountants for the Annual audited Standalone financial results for the year ended March 31, 2019 and the Annual audited Consolidated financial results for the year ended March 31, 2019 are with unmodified opinions.

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Place: Montreal, Canada Date: May 24, 2019

Fran9ois-Charles Sirois Executive Chairman and CEO

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mobile

ONMOBILE GLOBAL LIMITED, Tower #1, 94/1 C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore - 560100, Karnataka, INDIA

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P: +91 80 4009 6000 / F: +91 80 4009 6009 CIN - L64202KA2000PLC027860 www.onmobile.com

Disclosure under Regulation 30 of listing Regulations

Reason fr Change	Re-appointment of Mr. Francois Charles Sirois as Executive Chairman of OnMobile Global Limited ('the Company'), as his current tenure is coming to end on October 31, 2019
Date of appointment and terms of appointment	Re- appointment w.e.f. November 01, 2019. The Board has approved, subject to approval by shareholders at the ensuing Annual General meeting and subject to approval of Central Government as may be required, re-appointment of Mr. Francois Charles Sirois as Executive Chairman and CEO of the Company fr a period of 5 years w.e.f November I, 2019. The Board has approved fr payment of remuneration of INR 4,000,000/­ per annum w.e.f November 01, 2019 to October 31, 2022 in terms of proviso to section II of part II of Schedule V of the Companies Act, 2013.
Brief profile	Francois Charles Sirois holds a Bachelor of Business Administration, options in fnance and marketing, HEC Montreal. Fra119ois-Charles Sirois is the President and CEO of Telesystem, a global media and technology holding company. He is also the President and Chief Executive Oficer of OnMobile Systems Inc., the largest shareholder of OnMobile. Fran9ois-Charles has about 20 years of experience in corporate mergers, acquisitions and financing. His entrepreneurship expertise and talent for developing successful joint ventures with innovative partners have enabled Telesystem to leverage the momentum m the media and technology industry. Before joining Telesystem, Fra119ois-Charles founded and helmed up2 technologies, Microcell i5 and Masq. Mr. Fra119ois-Charles Sirois was appointed on the Board of the Company on June 26, 2014. He was later appointed as an Executive Chairman of the Company for a period of five years effective from November 1, 2014. Further, he was appointed as CEO and re-designated as 'Executive Chairman and CEO' ofOnMobile w.e.fMarch 01, 2017. His current tenure is as Executive Chairman and CEO of the Company will continue till October 31, 2019. Mr. Francois Charles Sirois is not related to any other directors of the Company.
Disclosure of relationship between directors

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