OnMobile Global Ltd. — Interim / Quarterly Report 2020

Aug 10, 2020

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

www.onmobile.com

August 10, 2020

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

Dear Sir/Madam,

Sub: Outcome of the Board Meeting

This is with reference to our letter dated July 28, 2020 informing about the Board meeting scheduled on August 10, 2020.

The Board of Directors of OnMobile Global Limited (‘the Company’) at their meeting held on Monday, August 10, 2020 in Bangalore, through Zoom Video conference has inter alia, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, considered and approved the unaudited financial results as per IndAS for the quarter ended June 30, 2020. 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 6.30 p.m. IST and concluded at 10.15 p.m. IST.

Request you to please take the same on record.

Thanking you,

Yours sincerely, For OnMobile Global Limited

==> picture [150 x 33] intentionally omitted <==

P V Varaprasad Company Secretary Encl: a/a

Company Secretary

==> picture [80 x 80] intentionally omitted <==

OnMobile Global Limited

Statement of unaudited standalone results for the quarter ended June 30, 2020

Registered office: Tower J, 94/IC & 94/2, Vcerasandra Village, Electronic City Phase•l, Bengaluru- 560100

SI. No I Particulars Revenue from Operations		June 30, 2020 (Unaudited)	Quarter ended	Quarter ended	lllOUII Ills 1 , 1s except c ara per s wre A I. R ukl Year Ended June 30, 2019 March 31, 2020 (Unaudited) (Audited)	lllOUII Ills 1 , 1s except c ara per s wre A I. R ukl Year Ended June 30, 2019 March 31, 2020 (Unaudited) (Audited)
			March 31, 2020 (Refer Note 5)
2 3 4 5 6 7 8 9 10 II 12 Telecom Value Added Services Other income (Net) Total Income Expenses (a) Comen, fee and royally (b) Contest expenses (c) Cost or software licenses and others (d) Employee benefits expense (e) Finance costs CoDepreciation and amortisation expenses (g) Other expenses Total expnses Proft/{Lo ) before tax and exceptional item (1-2) Exceptional items (Refer Note 4) Proft/(Loss) befre tax (3-4) Tax expense: (a) Current tax (b) Deferred lax Total tax Prolit/(Lo ) fr the prio year (5-6) Other comprehensive income A.(i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items Lhat will nol be reclassified to profil or loss B.(i) Items that will be reclassified to profit or loss (ii) Income tax relating 10 items thai will be reclassified to profit or loss Other comprehensive income Total comprehensive income for the perio/ year (7+8) Paid up equity share capital (Face value of Rs JO/- each) Other equity Earnings pr share (of Rs.IO each) (not annualised except for year ended March 31, 2020) (a) Basic (b)Diluted		4.93 25	6 7 5,23 92		0 0 4,998 362	20.384 2,441
		**5,19 **	3 6,150 5,360			22,825 1.619 630 1.731 9.633 131 962 6.918
		40 110 241 2.009 31 230 1,149	4 394 139 394 2,064 33 239 3.170 433 197 498 2,826 38 235 1.374
		4,174 1,019		6,433 (283) 367 5,601 (241)		21,624 1,201 367
		1,019 363 50		(650) 1.209 (673) (241) (22)		834 1.560 (574) 986
		413		536 (22)
		**606 **		(1,186) **(219) **		(152)
		(49) 14 15		6 138 (12) (124) 4 4 (16) 168
		(20)		144 (24)		48
		586 10.354		(1,042) 10,570 (243) 10,570		(104) 10,570 60,229
		0.58 0.58		(1.12) (1.12) (0.21) (0.21)		(0.14) (0.14)

OnMobile Global Limited

Statement of unaudited standalone results for the quarter ended June 30, 2020

Registered office: Tower I, 94/IC & 94/2. Veerasundra Village, Electronic City Phase-I, Bengaluru- 560100

Notes:

• The standalone results for the quarter ended June 30, 2020 have heen reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on August JO, 2020 . The above results have been subjected to limited review by the sta.tutory auditors of the Company. The report of the statutory auditors is unqualilied.

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

• The Company is engaged in providing value added services in telecom business and its operations are considered 10 constitute a single reportable segment in the context of Ind AS 108"Operating Segmems".

• 4 Exceptional item for the year ended March 31, 2020 includes amount recorded towards impairment/ Write off of investment in wholly owned subsidiaries.

• The figures of quarter ended March 31. 2020 are the balancing figures between the audited figures in respect or 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 Lhe company.

• 6 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 INR 5,410 lakhs. The Company has during the period from April I, 2020 to June 30, 2020 bought back 2.158.982 equily shares of Rs 10 each at a maximum price or Rs 28 per equity share. Subsequent to June 30, 2020. the company has bought back additional 88,899 equity share of Rs 10 each at a ma.xi mum price of Rs 28 per equity share.

• 7 On Ma.y 22, 2020, one or the subsidiaries of the Company has acquired a 25% voiing interest in Technologies RobO Inc. ("Rob0"}, a Company that offers Al-powered visual retemion analytics for video game developers for a total consideration of CAD 10 lakhs (INR 543 lakhs). Further the Group has an option to acquire additional 25% equity imerest in Technologies Rob0 Inc within a period of 9 month from the date of agreement for an agreed consideration. The Group has accounted for this investment as an equity accounted associate.

• 8 The Company has considered the probable effects of COVID-19 in preparation of the interim financial results. on matters like assessment or liquidity. going concern assumption. recoverable values of its financial and non-financia.l assets, impact on revenues etc. The Company has relied on internal and certain external sources of information while finalizing various estimates in relation to its financial result captions upto the date or approval of the financial results by Lhe Board of Directors. The impact of COVID-19 on the financial results may be different from that which has been estimated. The Company will continue 10 closely monitor any material changes to future economic conditions.

on Behalf of Board of Directors

==> picture [100 x 46] intentionally omitted <==

Place: Montreal, Canada Date: Aug I 0. 2020

==> picture [290 x 86] intentionally omitted <==

Limited review report on unaudited quarterly standalone financial results of Onmobile Global Limited under Regulation 33 of the Listing Regulations

To

Board of Directors of Onmobile Global Limited

1. We have reviewed the accompanying Statement of unaudited standalone financial results of Onmobile Global Limited (“the Company”) for the quarter ended June 30, 2020 (“the Statement”).

2. This Statement, which is the responsibility of the Company’s management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “ Interim Financial Reporting ” (“Ind AS 34”), prescribed under 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. Our responsibility is to issue a report on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review 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.

4. Attention is drawn to the fact that the figures for the 3 months ended March 31, 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.

5. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 ' s Registration Number: 101248W/W-100022

Digitally signed by sampad sampad guhathakurta guhathakurta Date: 2020.08.10 21:41:53 +05'30'

Sampad Guha Thakurta

Partner Membership Number: 060573 UDIN: 20060573AAAADF5561

Place: Bengaluru Date: August 10, 2020

OnMobile Global Limited

Statement of unaudited consolidated results for the quarter ended June 30, 2020 Registered office: Tower I, 94/IC & 94/2, Veerasandra Village, Electronic City Phase-I, Bengaluru- 560100

		Amo111,r i11 R\· U,klH· except daw per share	Amo111,r i11 R\· U,klH· except daw per share	Amo111,r i11 R\· U,klH· except daw per share	Amo111,r i11 R\· U,klH· except daw per share
SI.Particulars No IRevenue from Operations Telecom value added services Other income (net) Total income 2Expnses (a) Content fee and royalty (b) Contest expenses (c) Cost of software licenses and others (d) Employee benefits expense (e) Finance costs (f)Depreciation and amortisation expenses (g) Other expenses Total expenses 3Profit befre share of loss of associates, exceptional items and tax( I 2) 4Share of loss of associates 5Profit before tax and exceptional items (3+4) 6Exceptional items - net (refer note 5) 7Profit before tax (5+6) 8Tax expense (a) Current tax (b) Deferred tax Total tax 9Profit for the priod/ year (7-8) 10Other 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. (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Other comprehensive income IITotal comprehensive income for the period/ year (9+ IO)* 12Paid up equity hare capital (Face value of Rs 10/- each) 13Other equity 14Earings per share (of Rs.10 each) (not annualised except for year ended March 31, 2020) (a) Basic (b) Diluted	Quarter ended June 30, 2020 March 31, 2020 June 30, 2019 (Unaudited) (refer note 8) (Unaudited)	Quarter ended			Year ended March 31, 2020 (Audited)
			March 31, 2020 (refer note 8)	June 30, 2019 (Unaudited)
	14,084 318		14,602 744	13.947 393	57,242 1,717
	14,402		15,346	14,340	58,959
	6,596 110 303 3,394 30 337 1,705		6,971 138 378 3,622 33 351 2,326	5,817 197 492 4.348 40 674 2,464	25,473 630 1,733 16,165 147 1,852 9,432
	12,475		13,819	14,032	55,432
	1,927		1,527	308	3,527
	1,927		1,527 820	308	3,527 820
	1,927 629 89		2,37 1,392 (833)	308 245 (153)	4,347 2,451 (862)
	718		559	92	1,589
	1,209 (49) 14 (23)		1,788 5 0 858	216 (12) 4 18 10	2,758 (124) 4 1,583
	(58)		863		1,463
	1,151		2,651	226	4,221
	10,354		10,570	10,570	10,570 48,435
	I16 1.16		1.69 1.69	0.20 0.20	2.61 2.61

* Amount less than Rs I lakh.

OnMobile Global Limited

Statement of unaudited consolidated results f'or the quarter ended June 30, 2020

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

Notes:

• I (a) 1l1e unaudited consolidated results for the quarter ended June 30. 2020 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on August 10, 2020. 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 ended June 30, 2020 are as under:

Particulars	Quarter ended	Quarter ended	Quarter ended	Year Ended
	June 30, 2020 (Unaudited)	March 3I,2020 (refer note 8)	June 30, 2019 (Unaudited)	March 3I,2020 (Audited)
Total Income Profit/ (Loss) before Tax Net Profit/ (Loss)after Tax	5,193 1,019 606	6,150 (650) (I, 186)	5,360 (241) (219)	22,825 834 (152)

Standalone results of OnMoblle Global hm1ted are available m investors section m www.onmoblle.com and also with the stock exchanges where Jl 1s listed.

• 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 The above results include consolidated results of the Company's subsidiaries · OnMobile Singapore Pte Limited, PT OnMobile Indonesia (Liquidated). OnMobile Europe B.Y., 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.Y. (merged with Servicios De Telefonia OnMobile SA DE CY 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 �irketi. Onmobile Telecom Burkina Faso, SARL, OnMobile Portugal SGPS Unipessoal LOA (Zona Franca Da Madeira), OnMobile Live Inc., Fonestarz Media Group Limited., 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 Inc.

• 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 last quarter and year ended March 31, 2020 include the reversal of earnout liability amounting to INR 3,147 lacs and impairment of goodwill amounting to INR 2,327 lacs.

• 6 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 INR 5,4 IO lakhs. The Company has during the period from April I, 2020 to June 30. 2020 bought back 2,158,982 equity shares of Rs 10 each at a maximum price of Rs 28 per equity share. Subsequent to June 30, 2020, the company has bought back additional 88,899 equity share of Rs IO each at a maximum price of Rs 28 per equity share.

• 7 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 Al­ powered visual retention analytics for video game developers for a total consideration of CAD IO lakhs (INR 543 lakhs). Further the Group has an option to acquire additional 25% equity interest in Technologies RobO Inc within a period of 9 month from the date of agreement for an agreed consideration. The Group has accounted for this investment as an equity accounted associate.

• 8 The figures of the 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 auditors of the Company.

• 9 The Group has considered the probable effects of COYID-19 in preparation of the interim financial results, on matters like assessment of liquidity, going concern assumption, recoverable values of its financial and non�financial assets. impact on revenues etc. The Group has relied on internal and certain external sources of information while finalizing various estimates in relation to its financial result captions upto the date of approval of the financial results by the Board of Directors. The impact of COYID-19 on the financial results may be different from that which has been estimated. The Group will continue to closely monitor any material changes to future economic conditions.

on Behalf of Board of Directors

==> picture [115 x 53] intentionally omitted <==

Place: Montreal, Canada Date: Aug I 0. 2020

==> picture [272 x 81] intentionally omitted <==

Limited review report on unaudited quarterly consolidated financial results of Onmobile Global Limited under Regulation 33 of the Listing Regulations

To

Board of Directors of Onmobile Global Limited

1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Onmobile Global Limited (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net loss after tax and total comprehensive loss of its associates for the quarter ended June 30, 2020 (“the Statement”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

2. This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “ Interim Financial Reporting ” (“Ind AS 34”), prescribed under 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. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the following entities: i. OnMobile Singapore Pte. Ltd.

2. ii. OnMobile SA.

3. iii. OnMobile Europe B.V.

4. iv. Servicios De Telefonia OnMobile, SA DE CV

5. v. OnMobile USA LLC

6. vi. OnMobile Global S A

7. vii. OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltda

8. viii. OnMobile Global for Telecommunication Services

9. ix. OnMobile Senegal SARL

10. x. OnMobile De Venezuela C.A.

11. xi. OnMobile Latam Holdings SL

1

Onmobile Global Limited

Limited Review report (continued)

xii. OnMobile Mali SARL xiii. OnMobile Bangladesh Private Limited xiv. OnMobile Bangladesh Technologies Private Limited xv. OnMobile Kenya Telecom Limited xvi. OnMobile Costa Rica OBCR, SA xvii. OnMobile Ghana Telecom Limited xviii. OnMobile Madagascar Telecom Limited xix. OnMobile Nigeria Telecom Limited xx. OnMobile Zambia Telecom Limited xxi. OnMobile Telecom (SL) Limited xxii. OnMobile Tanzania Telecom Limited xxiii. OnMobile Global Spain S.L xxiv. OnMobile Uruguay S.A xxv. Mobile Voice Konnect Private Limited xxvi. OnMobile Uganda Limited xxvii. OnMobile Rwanda Telecom Limited xxviii. OnMobile Global Italy S.R.L. xxix. OnMobile Telecom Limited xxx. OnM�������������������������������������������������������� xxxi. OnMobile Telecom Burkina Faso, SARL xxxii. OnMobile Portugal SGPS, Unipessoal LDA (Zona Franca Da Madeira) xxxiii. OnMobile Live Inc xxxiv. Fonestarz Media Group Limited xxxv. 2dayUK Limited xxxvi. OnMobile Global Limited Colombia S.A.S. xxxvii. OnMobile Global Solutions Canada Limited xxxviii. OnMobile Global South Africa (PTY) Limited xxxix. Appland AB xl. Technologies Rob0 Inc.

1. Attention is drawn to the fact that the figures for the 3 months ended March 31, 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.

2

Onmobile Global Limited

Limited Review report (continued)

1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, 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's Registration Number: 101248W/W-100022 sampad Digitally signed by guhathakurt sampad guhathakurta Date: 2020.08.10 a 21:41:22 +05'30'

Sampad Guha Thakurta Partner Membership Number: 060573 UDIN: 20060573AAAADG7839

Place: Bengaluru Date: August 10, 2020

3