OnMobile Global Ltd. — Interim / Quarterly Report 2019

Feb 12, 2019

==> picture [28 x 14] intentionally omitted <==

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

February 12, 201 9

To, The Secretary The Secretary BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra East Mumbai-400 001 Mumbai -400 051 BSE Symbol: 532944 NSE Symbol : ONMOBILE

Dear Sir/Madam,

Sub: Outcome of the Board Meeting

This is with reference to our letter January 29, 2019 informing about the Board meeting scheduled on February 12, 2019. The Board of Directors of OnMobile Global Limited ('the Company') at their meeting held on Tuesday, February 12, 2019 in Bangalore has inter alia

• I. Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, considered and approved the unaudited financial results as per JndAS for the quarter ended December 3 I, 2018. A copy of the unaudited financial results (Standalone and Consolidated) along with the limited review report of the Auditors is enclosed herewith.

The Meeting of Board of Directors of the Company commenced at 4.00 p.m. 1ST and concluded at 9.45 p.m. 1ST.

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 Limited

Statement of standalone results for the quarter and nine months ended December 31, 2018

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

SI. Particulars No 1 Revenue from Operations (a) Telecom Value Added Services (b) Other Operating Income Oter Income (Net) Total Income 2 Expenses (a) Content fee and royalt (b) Contest exenses, cost of sofare licenses ad others (c) Employee benefits exense ( d) Finance costs (e) Depreciation and amortisation exenses (f Other expenses Total expenses 3 Profit befre tax (1-2) 4Tax expense: (a) Current tax (b) Deferred tax Total tax 5Proft for the period/ year (3-4) 6Other comprehensive income A. (i) Items that will not be reclassified to proft or loss (ii) Income tax relating to items that will not be reclassified to profit or loss B. Items that will be reclassifed to proft or loss Other comprehensive income 7 Total comprehensive income fr the period/ year (5+6) 8 Paid up equity share capital (Face value of Rs I 0/- each) 9 Other equit 10Earnings per share ( of Rs.10 each) (not annualised except for yea ended March 31, 2018) (a) Basic (b) Diluted	Amount in Rs Lakhs excet data er share	Amount in Rs Lakhs excet data er share	Amount in Rs Lakhs excet data er share	Amount in Rs Lakhs excet data er share	Amount in Rs Lakhs excet data er share	Amount in Rs Lakhs excet data er share
	Quarter ended			Nine months ended		p p Year ended
	December 31, 2018 (Unaudited) 5,536 - 1,817	Septembr 30, 2018 (Unaudited) 5,797 - 1,714	December 31, 2017 (Unaudited) 6,213 691 1,280	December 31, 2018 (Unaudited) 17,758 - 4,855	December 31,2017 (U oaudited) 19,8Jl 1,935 2,774	March 31, 2018 (Audited) 25,063 2,713 3,953
	7,353	7,511	8,184	22,613	24,520	31,729
	418 661 2,761 - 141 1,845	455 611 2,946 - 142 1,999	326 961 3,305 7 306 1,699	1,327 2,132 8,872 4 536 6,006	1,479 2,879 10,085 8 922 5,646	1,944 3,790 13,067 11 1,213 7,492
	5,826	6,153	6,604	18,877	21,019	27,517
	1,527 101 55	1,358 223 (13)	1,580 179 41	3,736 745 (298)	3,501 386 108	4,212 1,156 (834)
	156	210	220	447	494	322
	1,371	1,148	1,360	**3,289 **	3,007	3,890
	(61) 21 (62)	10 (3) 176	27 (9) (35)	(35) 12 150	52 (18) 87	267 (92) 180
	(202)	183	(17)	127	121	355
	1,169 1,331		1,343	3,416	3,128	4,245
	10,570 10,570		10,528	10,570	10,528	10,557 60,442
	1.30 1.30	1.09 l.09	1.29 1.29	3.11 3.11	2.87 2.87	3.71 3.71

Notes:

• l . The unaudited standalone results for the quarter and nine months ended December 31, 2018 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on February 12, 2019. The above results have been subjected to limited review by the statutory auditors of the Company. The report of the statutory auditors is unqualified.

• 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.

• 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 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 nine months ended December 31, 2018.

• 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[11] •

• Onmobile Europe B.V., Netherlands, a subsidiary of the Company, entered into a Sale Purchase and Earn out Agreement ('SPA') on October JI, 2018 to acquire Applaud 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 I 0,874 lakhs (USD 150 lakhs). The Company has completed the acquisition of 100% stake in Applaud AB and consequently it has become a wholly owned subsidiary of the group.

on Behalf of Board of Directors

Fran�ois-Charles Sirois

Executive Chairman and Chief Executive Officer

Date: February 12, 2019

Place: MontreaL Canada

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

Limited review report on quarterly and nine months ended unaudited standalone financial results of Onmobile Global Limited pursuant to Regulation 33 of the Listing Regulations

To

The Board of Directors ofOnmobile Global Limited

We have reviewed the accompanying statement of unaudited standalone financial results of Onmobile Global Limited ('the Company') for the qua11er and nine months ended December 31, 2018 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBJ (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these standalone unaudited financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Financial Information Performed by the Independent Auditor of the Entity' specified under Section 143( I 0) of 'Review of Interim the Companies Act, 2013. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are f[r] ee of material misstatement. A review is limited p1imarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited standalone financial results prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in tem1s of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

for B S R & Co. LLP

Chartered Accountants

Firm Registration Number: 101248W/W-100022

==> picture [269 x 40] intentionally omitted <==

Sampad Guba Thakurta Partner Membership Number: 060573 Place: Bengaluru Date: February 12, 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. MB-8181I with effect from October 14, 2013

Registered Office: 5th Floor. lOdha Exce!us Apotlo Mills Compoi,;nd N M Joshi Marg. MahalaXShmi Mumb.i 400011

OnMobile Global Limited Statement of consolidated results for the quarter and uine months ended December 31, 2018 Registered office: Tower 1, 94/lC & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

		Amount in Rs Lakhs ecept dat per share	Amount in Rs Lakhs ecept dat per share	Amount in Rs Lakhs ecept dat per share	Amount in Rs Lakhs ecept dat per share	Amount in Rs Lakhs ecept dat per share
		Quarter ended Nine months ended				Year ended
SI. No	Particulars	Deember 31, 2018 (naudited)	September 30, 2018 (naudited)	December 31, 2017 December 31, 2018 (Unaudited) (naudited)	December 31, 2017 (Unaudited)	March 31, 2018 (Audited)
1 2 3 4 5 6 1 8 9 10 11 12	Revenue from Operations Telecom value added services 15,247 Other income (net) (117) Total income 15,130 Expenses (a) Conten f and royalt 6,378 (b)Contest expenses, cost of software licenses and others 660 (c) Employee benefit expense 4,445 ( d) Finance costs 4 ( e) Depreciation and amortisation expenses 596 (!) Other expenses 3,106 Total expenss 15,189 Profit (oss) before tx and exceptional items (1 - 2) (59) Exceptional items (refer note 6) - Profit} (Loss) before tax (3+4) (59) Tax expense (a) Current tax 353 (b) Deferred t (131) Total tax 222 Profit (Loss) for the period / year (5-6) (281) Oter comprehensive income A. (i) Items that will not be reclassified to profit or loss (61) (ii) Icome tax relating to items tat will not be reclassified to proft or loss 21 B. Items that will be reclassified to profit or loss (1,338) Other comprehensie income (1,378) Total comprehensive income for the period/year (7+8) (1,659) Paid up equit share capital (Face value of Rs 10/- each) 10,570 Other equity Eas per shae (of Rs. 10/ each) (not a ualised except for year ended March 31, 2018) (a) Basic (0.27) (b) Diluted (0.27)	15,247 (117)	14,743 2,197	15,810 45,051 333 2,631	48,741 384	63,561 1,228
		15,130	16,940	16,143 47,688	49,125	64,789
		6,378 660 4,445 4 596 3,106	6,128 594 4,480 - 552 2,785	6,114 18,537 937 2,036 4,797 13,670 1 8 1,249 2,139 2,361 8,620	18,548 2,775 14,575 8 3,636 7,583	24,430 3,650 18,902 II 4,791 10,085
		15,189	14,539	15,465 45,010	47,125	61,869
		(59) -	2,401 -	678 2,678 - -	2,000 (62)	2,920 (148)
		(59) 353 (131)	2,401 481 3	678 2,678 436 1,488 (23) (477)	1,938 1,278 (44)	2,772 2,405 (168)
		222	484	413 1,011	1,234	1,637
		(281) (61) 21 (1,338)	1,917 10 (3) 366	265 1,667 27 (35) (9) 12 (172) (869)	704 52 (18) 808	1,135 267 (92) 1,058
		(1,378)	373	(154) (892)	842	1,233
		(1,659)	2,290	111 775	1,546	2,368
		10,570	10,570	10,528 10,570	10,528	10,557 47,073
			1.81 1.81	0.25 1.58 0.25 1.58	0.61 0.61	1.08 1.08

Notes:

I (a) The unaudited consolidated results for the quarter and nine months ended December 31, 2018 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on February 12, 2019. The above results have been subjected to limited review by the statutory auditors of the Company. The report of the statutory auditors is unqualified.

(b) Key numbers of Standalone Financial Results of the Company for the quarter and nine months ended December 31, 2018 are as under:

(b)Key numbers of Stadalone Financial Results of the Company for th quartr ad nine months ended December 31, 2018 are as uder: Rs. in lakhs
Particulars	Quarter ended			Nine months ended		Year ended
	Deember 31, 2018 (Unaudited)	September 30, 2018 (Unaudited)	December 31, 2017 (Unaudited)	December 31, 2018 (Unauditd)	December 31, 2017 (Unaudited)	March 31, 2018 (Audited)
Totl Income Profit/ (Loss) befoe Tax Net Profit/(Loss)afer Ta	7,353 1,527 1,371	7,511 1,358 1,148	8,184 1,580 1,360	22,613 3,736 3,289	24,520 3,501 3,007	31,729 4,212 3,890
Standalone result of OnMob!le Global limited are available m	mvestors seclon m www.onmobile.com and also with the stock exchanges where 11 J listed.

OnMobile Global Limited Statement of consolidated results for the quarter and nine months ended December 31, 2018 Registered office: Tower 1, 94/lC & 9412, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

• 2 These financial results have been prepared in accordance with lndian Accounting Standards ('lnd 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 The above results include consolidated results of the Company, subsidiaries : OnMobile Singapore Pte Limited, PT OnMobile lndonesia, 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 :; rketi, Onmobile Telecom Burkina Faso, SARL, OnMobile Portugal SGPS, OnMobile Live lnc., Fonestarz Media Group Limited., 2dayUK Limited., Fonestarz Media (licensing) Limited., Daius Limited., Fonestarz Limited., Livewire Mobile (Australia) PTY Limited., Fonestarz Media Limited, OnMobile Global Czech Republic s.r.o., OnMobile Global Limited Columbia SAS., OnMobile Global South Africa (PTY) LTD and OnMobile Latam Holding, S.L, and associate Mobile Voice Konnect Private Limited.

• 4 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 01, 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 nine months ended December 31, 2018.

• 5 The Company is engaged in providing value added services in te]ecom business and its operations are considered to constitute a single reportable segment in the context of Ind AS 108 - "Operating Segments".

• 6 Exceptional items represents:

• (a) During the 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.148 1akhs is presented as exceptional item.

• (b) During the nine months ended Deoember 31, 2017, 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. 62 1akhs is presented as exceptional item.

• 7 Onmobile Europe B.V., Netherlands, a subsidiary of the Company, entered into a Sale 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 fmancial results.

on Behalf of Board of Directors

==> picture [104 x 45] intentionally omitted <==

Fran�ois-Charles Sirois Executive Chairman and Chief Executive Officer Place: MontreaL Canada Date: February 12, 2019

B S R & Co. LLP

Chartered Accountants

Maruthi Info-Tech Centre Telephone +91 80 7134 7000 11-12/1, 8 Block, 2nd Floor Fax +91 80 7134 7999 Inner Ring Road, Koramangala Bangalore 560 071 India

Limited review report on quarterly and nine months ended unaudited consolidated financial results of On mobile Global Limited Pursuant to Regulation 33 of the Listing Regulations

To

The Board of Directors ofOnmobile Global Limited

We have reviewed the accompanying statement of unaudited consolidated financial results ofOnmobile Global Limited ('the Company'), its subsidiaries (collectively referred to as 'the Group') and an associate, for the quarter and nine months ended December 31, 2018 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a repo11 on these consolidated unaudited financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 24 I 0, 'Review of lnlerim Financial Information Pe1formed by the Independent Auditor of the Entity' specified under Section 143( 10) of the Companies Act, 20 I 3. This standard requires that we plan and perform the review to obtain ee of material misstatement. A review moderate assurance as to whether the consolidated financial results are f[r] is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited consolidated financial results prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

for B S R & Co. LLP Chartered Accountants Firm Registration Number: 101248W/W-I00022 ~~Sampa�=~~ � Partner s:� Membership Number: 060573 Place: Bengaluru Date: February I 2, 20 I 9

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

Registered Office: 5th FIOOf. lodha Excell.rs Apollo Mil'.s Ccmpovr,d NM Joshi Marg. Maha!a!cshmi Mumbai 400 011