OnMobile Global Ltd. — Annual Report 2021

May 28, 2021

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

May 28, 2021

To Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 532944

The Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051 Scrip Code: ONMOBILE

Dear Sir/Madam,

Sub: Outcome of the Board Meeting

This is with reference to our letter dated May 05, 2021 informing about the Board meeting scheduled on May 28, 2021.

The Board of Directors of OnMobile Global Limited ('the Company') at their meeting held on Friday, May 28, 2021 in Bangalore, through Zoom Video conference has inter alia

• 1. 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, 2021. 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.
• 1. considered and recommended a dividend of Rs.1.50/- per equity share of Rs. 10/- each for the financial year ended March 31, 2021 subject to approval by the shareholders at the ensuing Annual General Meeting.
• 1. subject to approval of shareholders of the Company, considered and recommended reappointment of Mr. Gianluca D'Agostino (DIN: 05143003) as Independent Director for second term of five years at the upcoming AGM to be held in 2021. Mr. Gianluca 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.

The Meeting of Board of Directors of the Company commenced at 6.30 p.m. IST and concluded at 10.30 p.m. IST.

Request you to please take the same on record.

Thanking you,

Yours sincerely, For OnMobile Global Limited

P.V. Varaprasad Company Secretary

Encl: a/a

OnMobile Global LimitedStatement of audited standalone results for the quarter and year ended March 31, 2021Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

		Amount in Ks Lakhs except data per shareQuarter endedYear Ended
SI.	Particulars	March 31, 2021	December 31, 2020	March 31, 2020	March 31, 2021	March 31, 2020
No		(Ref Note 7)	(Unaudited)	(Ref Note 7)	(Audited)	(Audited)
$\mathbf{I}$	Revenue from Operations					20,384
	Telecom Value Added Services	4,873	4.987	5,230920	19,4681,726	2,441
	Other income (Net)	1,067	211
	Total Income	5.940	5,198	6,150	21,194	22,825
$\overline{2}$	Expenses	337	343	394	1.383	1,619
	(a) Content fee and royalty					630
	(b) Contest expenses	97	171	139	511
	(c) Cost of software licenses and others	202	217	394	940	1,731
	(d) Employee benefits expense	2.394	2.394	2,064	9,174	9,633131
	(e) Finance costs	12	23	33	90	962
	(f) Depreciation and amortisation expenses	172	215	239	834	6,918
	(g) Other expenses	1,332	1.491	3,170	5.115	21,624
	Total expenses	4,546	4,854	6,433	18,047
$\overline{3}$	Profit/(Loss) before tax and exceptional items (1-2)	1.394	344	(283)	3,147	1,201
$\overline{4}$	Exceptional items (Refer Note 6)	(837)	٠	(367)	(837)	(367)
5	Profit/(Loss) before tax $(3+4)$	557	344	(650)	2,310	834
6	Tax expense:
	(a) Current tax	162	188	1.209	833	1.560
	(b) Deferred tax	231	(39)	(673)	316	(574)
	Total tax	393	149	536	1,149	986
$\overline{7}$	Profit/(Loss) for the period/ year (5-6)	164	195	(1, 186)	1,161	(152)
8	Other comprehensive income (Net)
	A. (i) Items that will not be reclassified to profit or loss(ii) Income tax relating to items that will not be reclassified to	76	(36)	6	8	(124)
	profit or loss	(22)	11		(2)	$\overline{4}$
	B. Items that will be reclassified to profit or loss	(83)	60	138	(49)	168
	Other comprehensive income	(29)	35	144	(43)	48
9	Total comprehensive income for the period/year (7+8)	135	230	(1,042)	1,118	(104)
10	Paid up equity share capital (Face value of Rs 10/- each)	10,450	10,376	10,570	10,450	10,570
$^{11}$	Other equity				59,693	60,229
12	Earnings per share (of Rs. 10 each) (not annualised except for yearended March 31, 2020 and March 31, 2021)
		0.16	0.19	(1.12)	1.12	(0.14)
	(a) Basic(b) Diluted	0.15	0.19	(1.12)	1.11	(0.14)

$f$ $\circ$

J.

Statement of audited standalone results for the quarter and year ended March 31, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

Notes:

1. STANDALONE BALANCE SHEET

		Amount in Rs Lakhs except data per share
Particulars	As at	As at
	March 31, 2021	March 31, 2020
ASSETS	(Audited)	(Audited)
Non-Current Assets
Property, plant and equipment	1,068	1,116
	35
Capital work-in-progress	22	24
Intangible assets	727	5
Right-of-use asset		1,250
Financial assets
Investments	32,040	29,256
Loans	787	2,180
Other financial assets	2,699	2,114
Income tax assets (net)	10,562	10,648
Deferred tax assets (net)	5,523	5,841
Other non-current assets	1,499	1,499
	54,962	53,933
Current Assets
Financial Assets
Investments	7,917	15,549
Trade receivables	3,480	4,244
Cash and cash equivalents	2,089	2,768
Other bank balances	3,660	161
Loans	1,998	60
Other financial assets	7,007	6,759
Other current assets	1,256	1,057
	27,407	30,598
TOTAL-ASSETS	82,369	84,531
EQUITY AND LIABILITIES
Equity
Equity share capital	10,450	10,570
Other equity	59,693	60,229
	70,143	70,799
Non-Current Liabilities
Financial liabilities
Lease liabilities	617	957
Provisions	1,355	1,105
	1,972	2,062
Current Liabilities
Financial liabilities
Lease liabilities	113	372
Trade payables
-Total outstanding dues of micro and small enterprises
-Total outstanding dues of creditors other than micro and small enterprises	7,307	8,249
Other financial liabilities	865	1,080
Provisions	48	35
Income tax liabilities (net)	759	936
Other current liabilities	1,162	998
	10,254	11,670
TOTAL- EQUITY AND LIABILITIES	82,369	84,531

Statement of audited standalone results for the quarter and year ended March 31, 2021Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

2 STANDALONE STATEMENT OF CASH FLOWS

		Amount in Rs. Lakhs
	Year ended	Year ended
Particulars	March 31, 2021	March 31, 2020
	(Audited	(Audited)
AICASH FLOWS FROM OPERATING ACTIVITIES
Profit/ (loss) for the year	1,161	(152)
Adjustments to reconcile profit for the year to net cash flows:
Income tax expenses recognised in the statement of profit and loss	1,149	986
Depreciation and amortisation expenses	834	962
Impairment of investment in subsidiaries	837	367
Unrealised foreign exchange loss/(gain)	648	(1, 257)
Bad debts written off	151
Gain on disposal of property, plant and equipment (net)	(40)	(26)
Gain on sale/redemption of short term Investment (net)	(213)	(870)
Provision for doubtful trade and other receivables (net)	85	1,783
Gain on lease termination	(112)
Share based payments	89	114
Dividend income	(746)
Finance costs	90	131
Interest income	(583)	(230)
	2,189	1,960
Operating profit before working capital changes	3,350	1,808
Change in operating assets and liabilities:
Trade receivables	800	182
Other assets	(921)	365
Trade payables, provisions and other liabilities	(544)	246
	(665)	793
Cash generated from operations	2,685	2,601
Direct taxes paid (net of refunds)	(1,009)	(824)
Net cash generated from operating activities	1,676	1,777
BICASH FLOW FROM INVESTING ACTIVITIES
Purchase of tangible and intangible assets	(664)	(339)
Loan given to subsidiary	(4, 286)	(3, 113)
Loan repaid by subsidiary	3,629	1,868
Proceeds from sale of tangible assets	42	30
Sale, redemption/ (purchase) of short term investments (net)	7,845	4,486
Sale, redemption/ (purchase) of long term investments (net)	(3,068)	(2,787)
(Purchase)/sale of investment in subsidiaries (net)	(554)	17
Changes in other bank balances	(3, 499)	(42)
Interest received	495	139
Net cash (used in) / generated from investing activities	(60)	259
CASH FLOW FROM FINANCING ACTIVITIES
Finance cost	(90)	(131)
Repayment of lease liabilities	(311)	(362)
Proceeds from exercise of ESOPs (including premium)	376	$\overline{a}$
Buy back of equity share capital (including premium)	(615)	$\blacksquare$
Expenses for buyback of equity shares	(71)
Dividend paid on equity shares including tax thereon	(1, 552)	(1, 870)
Net cash used in financing activities	(2, 263)	(2, 363)
Net decrease in cash and cash equivalents $(A+B+C)$	(647)	(327)
Cash and cash equivalents at the beginning of the year	2,768	2,949
Effect of exchange differences on translation of foreign currency cash and cash equivalents	(32)	146
Cash and cash equivalents at the end of the year	2,089	2,768

OnMobile Global Limited Statement of audited standalone results for the quarter and year ended March 31, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

• 3 The standalone results for the quarter and year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on May 27, 2021 and May 28, 2021 respectively. The above results have been audited by the statutory auditors of the Company. The report of the statutory auditors is unqualified.
• 4 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.
• 5 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".
• 6 Exceptional item for the quarter and year ended March 31, 2021 and March 31, 2020 includes amount recorded towards impairment of investment in wholly owned subsidiaries.
• 7 The figures of the last quarter ended March 31, 2021 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
• 8 During the year the Board of Directors of the Company in their Board meeting held on April 9, 2020 have approved buy back of 19,321,429 shares for a maximum value of Rs 54.10 Crores. The Company has during the period from April 1, 2020 to March 31, 2021 bought back 2,247,881 equity shares of Rs 10 each at maximum price of Rs 28 per equity share. The total cash outflow towards shares bought back (including premium and buy-back expenses) amounts to Rs 686 lakhs. The window for the said buy-back was closed on October 23, 2020. An amount corresponding to face value of the shares bought back was transferred to Capital Redemption Reserve.
• 9 During the year, on May 22, 2020, one of the subsidiaries of the Company has acquired a 25% equity interest in Technologies Rob0 Inc. ("Rob0"), a Company that offers AI-powered visual retention analytics for video game developers for a total consideration of CAD 10 lakhs (Rs 543 lakhs). Further the Group has an option to acquire additional 25% equity interest in Technologies Rob0 Inc within a period of 9 month from the date of agreement for an agreed consideration which is extended further to 30 June 2021. The Group has accounted for this investment as an equity accounted associate. Further, the Group has done the fair valuation of the option during the year and recognised an amount of Rs 185 lakhs as Derivative asset as a current financial asset
• 10 In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The Company has considered internal and external information while finalising various estimates in relation to its financial statement captions upto the date of approval of the financial statements by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID -19 situation evolves in India and globally. The Company will continue to closely monitor any material changes to future economic conditions.
• 11 Subsequent to the year end, on April 22, 2021, the Company has acquired 10% equity interest in Tech4billion Media Pvt Limited (Chingari), a Company which is involved in providing end users a video sharing social media platform for a total consideration of Rs 3,187 lakh.
• 12 Prior period/year figures have been reclassified wherever required to confirm to the classification of the current period/year.

on Behalf of Board of Directors

François-Charles Sirois Executive Chairman

Place: Montreal, Canada Date: May 28, 2021

BSR&Co.LLP

Chartered Accountants

Embassy Golf Links Business Park Pebble Beach, B Block, 3rd Floor Off Intermediate Ring Road, Bangaluru-560.071 India

Telephone: + 91 80 4682 3000 + 91 80 4682 3999 Fax:

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF ONMOBILE GLOBAL LIMITED

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Onmobile Global Limited (hereinafter referred to as the "Company") for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

• a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the Standalone annual financial results.

1

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

Principal Office:

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, NescoCenter, Western Express Highway, Goregaon (East), Murnbai - 400063

Onmobile Global Limited

Independent Auditor's Report (continued)

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone annual financial results, $\mathbf{u}$ whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Onmobile Global Limited

Independent Auditor's Report (continued)

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results (continued)

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Onmobile Global Limited

Independent Auditor's Report (continued)

Other Matters

The standalone annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

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

pubs Naki

Sampad Guha Thakurta Partner Membership Number: 060573 UDIN: 21060573AAAACD4875

Place: Bengaluru Date: 28 May 2021

Statement of audited consolidated results for the quarter and year ended March 31, 2021Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

Year EndedMarch 31, 2021December 31, 2020March 31, 2020March 31, 2021Sl. NoParticulars(Audited)(Unaudited)(Audited)(Audited)(Audited)Revenue from Operations1Telecom Value Added Services13,07013,97814,60255,12957,242328Other income (net)2157441,00713,39814,19315,34656,136Total Income$\overline{2}$Expenses6,3996,971(a) Content fee and royalty6,66926,20799171138513(b) Contest expenses2923781,170(c) Cost of software licenses and others22514,023(d) Employee benefits expenses3,4023.5463.622932533(e) Finance costs132843293511,280(f) Depreciation and amortisation expenses1,4491,5532,3266,622(g) Other expenses11,87112,58513,81949,908Total expenses1,5271,5276,2281,6083Profit before share of profit/(loss) of associates, exceptionalitems and $tax(1 - 2)$26(66)(57)$\overline{4}$Share of profit/(loss) of associates$\qquad \qquad \blacksquare$Profit before tax and exceptional items $(3+4)$1,5531,5421,5276,171$\overline{5}$466820466Exceptional items - net (refer note 7)6$\overline{a}$2,0191,5422,3476,637Profit before tax (5+6)$\overline{7}$Tax expense84021.3921,5762,451(a) Current tax245278(833)463(b) Deferred tax81,5895234105592,039Total tax1,4961,1321,7884,5989Profit for the period / year (7-8)Other comprehensive income1076(36)A. (i) Items that will not be reclassified to profit or loss58(ii) Income tax relating to items that will not be(22)(2)11reclassified to profit or loss858776907B. (i) Items that will be reclassified to profit or loss(841)(ii) Income tax relating to items that will be reclassifiedtoprofit or loss782882863(787)Other comprehensive income11Total comprehensive income for the period/year (9+10)5,3807092,0142,651Paid up equity share capital (Face value of Rs 10/- each)10,45010,37610,57010,4501252,16113Other equityEarnings per share (of Rs. 10 each) (not annualised except for14year ended March 31, 2020 and March 31, 2021)1.691.431.094.42(a) Basic		Amount in Rs lakhs except data per share
			Quarter ended
						March 31, 2020
						1,717
						58,959
						25,473
						630
						1,733
						16,165
						147
						1,852
						9,432
						55,432
						3,527
						3,527
						820
						4,347
						(862)
						2,758
						(124)
						$\overline{4}$
						1,583
						1,463
						4,221
						10,57048,435
						2.61
	(b) Diluted	1.42	1.09	1.69	4.41	2.61

Statement of audited consolidated results for the quarter and year ended March 31, 2021Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru-560100

Notes:

1 Consolidated Balance Sheet

March 31, 2021Particulars(Audited)ASSETSProperty, plant and equipmentCapital work in progress5.967GoodwillOther Intangible assetsIntangible asset under developmentRight to use assetsFinancial Assets6.155InvestmentsLoans14,960Income tax assets (net)5,704Deferred tax assets (net)4,706Other non-current assets43,994	As at1,5441371,6851,827767542	As atMarch 31, 2020(Audited)1.7351245.3361,6831,3612,787
Non-Current AssetsCurrent Assets
		605
		14,187
		6,206
		1.499
		35,523
Financial Assets
7,917Investments		15,549
15,168Trade receivables		15,989
9,184Cash and cash equivalents		8,951
3.660Other bank balances		161
Loans	75	127
Derivative asset (Refer note 9)	257
Other financial assets	5,436	7,951
4,932Other current assets		6,348
46,629		55,076
90,623TOTAL - ASSETS		90,599
EQUITY AND LIABILITIES
Equity
10,450Equity share capital		10,570
52,161Other equity		48,435
62,611		59,005
Non-Current Liabilities
Financial liabilities
Lease liabilities	617	1,069
Other financial liabilities		757
Provisions	1,355	1,105
Deferred tax liabilities (net)	11	73
	1,983	3,004
Current Liabilities
Financial liabilities
Lease liabilities	150	375
Trade payables
$\overline{a}$-Total outstanding dues of micro and small enterprises
-Total outstanding dues of creditors other than micro and small enterprises18,618		21,729
Other financial liabilities	1,552	1,596
Provisions	429	468
Income tax liabilities (net)	3,079	2,674
2,201Other current liabilities		1,748
26,029		28,590
		90,599
90,623TOTAL - EQUITY AND LIABILITIES

Statement of audited consolidated results for the quarter and year ended March 31, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

2 Consolidated Cash Flow Statements

Particulars	Year Ended	Amount in Rs. Lakhs
		Year Ended
	March 31, 2021	March 31, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES	(Audited)	(Audited)
Profit for the year	4,598	2,758
Adjustments to reconcile profit for the year to net cash flows:
Income tax expense recognised in the consolidated statement of profit and loss	2,039	1,589
Share of loss from associate	57
Depreciation and amortisation expenses	1,280	1,852
Exceptional items	(466)	(820)
Unrealised foreign exchange loss/ (gain)	14	(1,047)
Bad debts written off	164
Gain on disposal of Property plant and equipment (net)	(47)	(19)
Gain on sale/redemption of investment (net)	(213)	(870)
Provision for doubtful trade receivables (net)	(188)	575
Gain on lease termination	(112)
Share based payments	89	114
Finance costs	93	147
Provisions no longer required written back		(1)
Interest income	(552)	(271)
	2,158	1,249
Operating profit before working capital changes	6,756	4,007
Changes in operating assets and liabilities:
Trade receivables	667	183
Other assets	1.048	(692)
Trade payable, provisions and other liabilities	(2,716)	511
	(1,001)	$\overline{2}$
Cash generated from operations	5,755	4,009
Direct taxes paid (net of refunds)	(1, 814)	(2, 293)
Net cash generated from operating activities	3,941	1,716
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of tangible and intangible assets	(2.578)	(653)
Proceeds from sale of tangible and intangible assets	86	40
Sale, redemption/(purchase) of short term investment (net)	7.845	4,486
Sale, redemption / (purchase) of long term investments (net)	(3,610)	(2,787)
Changes in other bank balances	(3, 499)	(42)
Interest received	465	180
Net cash (utilised in)/ generated from investing activities	(1, 291)	1,224
C. CASH FLOW FROM FINANCING ACTIVITIES
Finance cost	(93)	(147)
Repayment of lease liabilities	(370)	(345)
Proceeds from exercise of ESOPs (including premium)	376
Buy back of equity share capital (including premium)	(615)
Expenses for buyback of equity shares	(71)
Dividend paid on equity shares including tax thereon	(1, 552)	(1, 870)
Net cash used in financing activities	(2,325)	(2,362)
Net increase in cash and cash equivalents (A+B+C)	325	578
Cash and cash equivalents at the beginning of the yearEffect of exchange differences on translation of foreign currency cash and cash	8,951	7,941
equivalents	(92)	432
Cash and cash equivalents at the end of the year	9,184	8,951

$FCS$

OnMobile Global Limited Statement of audited consolidated results for the quarter and year ended March 31, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

3 (a) The consolidated results for the quarter and Year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of (b) Key numbers of Standalone Financial Results of the Company for the quarter and year ended March 31, 2021 are as under:

					Rs. in lakhs
		Ouarter ended	Year ended
Particulars	March 31, 2021(Audited)	December 31, 2020(Unaudited)	March 31, 2020(Audited)	March 31, 2021(Audited)	March 31, 2020(Audited)
Total Income	5.940	5.198	6.150	21.194	22.825
Profit / (loss) before Tax	557	344	(650)	2,310	834
Net Profit / (loss) after Tax	164	195	(1,186)	.161	(152)

Standalone results of OnMobile Global limited are available in investors section in www.onmobile.com and also with the stock exchanges where it is listed.

• 4 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
• 5 The above results include consolidated results of the Company's 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. (merged with Servicios De Telefonia OnMobile SA DE CV w.e.f. December 18, 2019), 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 Şirketi, Onmobile Telecom Burkina Faso, SARL, OnMobile Portugal SGPS Unipessoal LDA (Zona Franca Da Madeira), OnMobile Live Inc., Fonestarz Media Group Limited. (Dissolved w.e.f. October 06, 2020), 2dayUK Limited., OnMobile Global Czech Republic s.r.o (Dissolved w.e.f. August 29, 2019). OnMobile Global Limited Columbia S.A.S., OnMobile Global South Africa (PTY) LTD, OnMobile Bangladesh Technologies Private Limited and OnMobile Latam Holding, S.L, and associate Mobile Voice Konnect Private Limited and Technologies Rob0
• 6 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".
• 7 During the quarter and year ended March 31, 2020, the Company had done a reassessment of the earnout payable towards acquisition of Appland AB. Based on the reassessment carried out by the company of the future projections, the Company had recorded a reversal of earnout liability amounting to Rs 3,147 lacs. Further, based on the revised projection the Company had also carried out an impairment test on the goodwill recorded for acquisition of Appland AB and has recorded an impairment amounting to Rs 2,327 lakhs. Both these adjustements were disclosed as exceptional items in the profit and loss account.

During the current quarter ended March 31, 2021, the Company has renegotiated and amended the terms of the earnout payable towards acquisition of Appland AB. Based on the amended agreeement the earn out liability has been capped at Rs 730 lakhs (USD 10 lakhs), accordingly an amount of Rs 466 lakhs has been reversed as on March 31, 2021. The reversal has been shown as exceptional item in profit and loss account.

• 8 During the year, the Board of Directors of the Company in their Board meeting held on April 9, 2020 had approved buy back of 19,321,429 shares for a maximum value of Rs 5,410 lakhs. The Company has during the period from April 1, 2020 to March 31, 2021 bought back 2,247,881 equity shares of Rs 10 each at maximum price of Rs 28 per equity share. The total cash outflow towards shares bought back (including premium and buy-back expenses) amounts to Rs 686 lakhs. The window for the said buy-back was closed on October 23, 2020.
• An amount corresponding to face value of the shares bought back was transferred to Capital Redemption Reserve.
• 9 On May 22, 2020, one of the subsidiaries of the Company has acquired a 25% voting interest in Technologies Rob0 Inc. ("Rob0"), a Company that offers AIpowered visual retention analytics for video game developers for a total consideration of CAD 10 lakhs (Rs. 543 lakhs). Further the Group has an option to acquire additional 25% equity interest in Technologies Rob0 Inc within a period of 9 month from the date of agreement for an agreed consideration which is extended further to 30 June 2021. The Group has accounted for this investment as an equity accounted associate. Further, the Group has done the fair valuation of the option during the year and recognised an amount of Rs 185 lakhs as Derivative asset as a current financial asset
• 10 In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. The Group has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption.
• The Group has considered internal and external information while finalising various estimates in relation to its financial statement captions upto the date of approval of the financial statements by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID -19 situation evolves in India and globally. The Group will continue to closely monitor any material changes to future economic
• 11 The figures of the last quarter ended March 31, 2021 and quarter ended March 31, 2020 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
• 12 Subsequent to the year end, on April 22, 2021, the Company has acquired 10% equity interest in Tech4billion Media Pvt Limited (Chingari), a Company which is involved in providing end users a video sharing social media platform for a total consideration of Rs 3,187 lakh.
• 13 Prior period/year figures have been reclassified wherever required to confirm to the classification of the current period/year.

on behalf of Board of Directors

Francois-Charles Sirois Executive Chairman

Place: Montreal, Canada Date: May 28, 2021

BSR&Co.LLP

Chartered Accountants

Embassy Golf Links Business Park, Pebble Beach, B Block, 3rd Floor, Off Intermediate Ring Road. Bangaluru-560 071 India

Telephone: + 91 80 4682 3000 + 91 80 4682 3999 Fax:

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF ONMOBILE GLOBAL LIMITED

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of Onmobile Global Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group") and associates for the year ended 31 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the 'Listing Regulations').

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

• include the annual financial results of the following entities $\overline{a}$
  • i. OnMobile Singapore Pte. Ltd.
  • ii. OnMobile SA (Erstwhile Telisma SA)
  • iii. OnMobile Europe B.V.
  • $iv$ Servicios De Telefonia OnMobile, SA De CV
  • OnMobile USA LLC V.
  • vi. OnMobile Global SA
  • OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltda vii.
  • OnMobile Global for Telecommunication Services viii.
  • OnMobile Senegal SARL ix.
  • OnMobile De Venezuela CA X.
  • OnMobile Latam Holdings, SL xi.
  • OnMobile Mali SARL xii.
  • OnMobile Bangladesh Private Limited xiii.
  • OnMobile Bangladesh Technologies Private Limited xiv.
  • OnMobile Kenya Telecom Limited XV.
  • OnMobile Costa Rica OBCR, SA xvi.
  • OnMobile Ghana Telecom Limited xvii.
  • OnMobile Madagascar Telecom Limited vviii
  • xix. OnMobile Nigeria Telecom Limited

1

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

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, NescoCenter, Western Express Highway, Goregaon (East), Mumbai - 400063

Principal Office:

Independent Auditor's Report (continued)

Opinion (continued)

• OnMobile Zambia Telecom Limited XX.
• OnMobile Telecom (SL) Limited xxi.
• xxii. OnMobile Tanzania Telecom Limited
• xxiii. OnMobile Global Spain, SL
• OnMobile Uruguay SA xxiv.
• Mobile Voice Konnect Private Limited XXV.
• xxvi. OnMobile Uganda Limited
• xxvii. OnMobile Rwanda Telecom Limited
• xxviii. OnMobile Global Italy SRL
• OnMobile Telecom Limited xxix.
• XXX. OnMobile Turkey Telekomunikasyon Sistemleri Limited Şirketi
• xxxi. OnMobile Telecom Burkina Faso, SARL
• xxxii. OnMobile Portugal SGPS, Unipessoal LDA
• OnMobile Live Inc xxxiii.
• xxxiv. Fonestarz Media Group Limited
• 2dayUK Limited XXXV.
• OnMobile Global Limited Colombia SAS. XXXVI.
• OnMobile Global Solutions Canada Limited XXXVII.
• OnMobile Global South Africa (PTY) Limited xxxviii.
• Appland AB xxxix.
  • xl. Technologies Rob0 Inc.
• b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group and its associates in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

BSR&Co.LLP

Onmobile Global Limited

Independent Auditor's Report (continued)

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/loss and other comprehensive income and other financial information of the Group including its associates in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the Management and the respective Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do SO.

The respective Board of Directors of the companies included in the Group and of its associates is responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

Onmobile Global Limited

Independent Auditor's Report (continued)

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results (continued)

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated annual financial results, $\blacksquare$ including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of $\blacksquare$ the entities within the Group and its associates to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Onmobile Global Limited

Independent Auditor's Report (continued)

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results (continued)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

The consolidated annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

5

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

Whe

Sampad Guha Thakurta Partner Membership Number: 060573 UDIN: 21060573AAAACE3916

Place: Bengaluru Date: 28 May 2021

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

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 M/s. B S R & Co. LLP, Chartered Accountants for the Annual audited Standalone financial results for the year ended March 31, 2021 and the Annual audited Consolidated financial results for the year ended March 31, 2021 are with unmodified opinions.

Place: Montreal, Canada Date: May 28, 2021

François-Charles Sirois Executive Chairman

Reason for Change	Re-appointment asIndependent Director of the Company
Date of appointmentand terms ofappointment	For second term of five years at the upcoming AGMto be held in 2021
Brief profile	Gianluca D'Agostino has amassed about three decades of internationalexperience with active involvement in the telecommunications sector and in thewider tech world as manager first, then as entrepreneur and investor.
	In the startup and scaleup scene, Gianluca has invested in several Europeancompanies. His main areas of focus have been ecommerce and technologies forecommerce (B2C or B2B/SAAS). Besides, he is Senior Advisor for the companyhe founded back in 2007 in Rome -Neomobile SPA -now owned by two UKPrivate Equity funds: Coller Capital and Blue Gem. As Founder and CEO, hegrew Neomobile business organically and via M&A (5 acquisitions) to become aleading mobile monetization platform and one of the most successful andprofitable Italian digital companies, up to €120m Revenue and €16m EBITDA in2014 (last full year as CEO). The company became leader in Europe and thenmoved overseas, opening and developing strategic markets such as Brazil,Mexico, Colombia and India. Along the journey he acquired, developed andexited Onebip, a payment company focused on DCB (Direct Carrier Billing) forapps, games and social networks in 60+ markets.
	Before founding Neomobile in 2007, Gianluca has been one of the keyconsultants in the mobile telco industry, focused on entertainment, content andpayment, advising public companies such as Wind, TIM, Teleunitand LucentTechnologies, as well as the Italian Government. From 2001 to 2003 he wasManaging Director Italy at Freever, one of the first mobile service provider inEurope, pioneer in chats and social networks.
	Gianluca is an evangelist in MobileTech, often invited for lectures and speechesin events worldwide, including the Mobile World Congress, MEM and MMA,Media Momentum, DLD Tel Aviv, 4YFN, Noah Conference, Capacity Europeand several others. He's also member of prestigious business networks: FoundersForum, Italian Angels for Growth, Future Fifty Alumni and Prabodhan, the UKIndia leaders conclave.
	Gianluca is a Chartered Electronics Engineer with a Master's Degree (110/110)at La Sapienza University in Rome, where he joined R&D projects on MPEG-2encoding for HDTV within the Race-Hamlet EU framework, furtherly developedin France at Thomson Multimedia Labs in 1994.
	Gianluca D'Agostino was appointed as an Additional Director on the Board ofthe Company effective July 27, 2018. As per the provisions of Companies Act,2013, Gianluca D'Agostino was appointed as an Independent Director at theAnnual General Meeting held in September 18, 2018 to hold office for a periodof three years up to the date of the AGM to be heldduring the calendar year2021.TheBoardofDirectorshavesubjecttoapprovalofmembersrecommended for re-appointment of Gianluca D'Agostino for second term offive years at the upcoming AGMtobeheld in 2021.
Disclosure ofrelationship betweendirectors	Mr. Gianlucais not related to any other directors of the Company.

Disclosure under Regulation 30 of listing Regulations