OnMobile Global Ltd. — Interim / Quarterly Report 2021

Aug 6, 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

August 06, 2021

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 09, 2021 informing about the Board meeting scheduled on August 06, 2021.

The Board of Directors of OnMobile Global Limited (‘the Company’) at their meeting held on Friday, August 06, 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, considered and approved the unaudited financial results as per IND-AS for the quarter ended June 30, 2021. A copy of the unaudited financial results (Standalone and Consolidated) along with the limited review report of the Auditors is enclosed herewith .

2. approved and recommended alteration of objects clause of the Memorandum of Association of the Company subject to approval by the shareholders at the ensuing Annual General Meeting and other approvals as may be necessary. Pursuant to Regulation 30 of listing regulations, the details of alteration are enclosed herewith.

The Meeting of Board of Directors of the Company commenced at 6.30 p.m. IST and concluded at 9.30 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

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OnMobile Global Limited Statement of unaudited standalone results for the quarter ended June 30, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

		Amount in Rs Lakhs except dataper share	Amount in Rs Lakhs except dataper share	Amount in Rs Lakhs except dataper share	Amount in Rs Lakhs except dataper share
		Quarter ended			Year Ended
Sl. No	Particulars	June 30, 2021	March 31, 2021	June 30, 2020	March 31, 2021
		(Unaudited)	(Refer Note 5)	(Unaudited)	(Audited)
1 2 3 4 5 6 7 8 9 10 11 12	Revenue from Operations Telecom Value Added Services Other income (Net) Total Income Expenses (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 Profit before tax and exceptional items (1-2) Exceptional items (Refer Note 4) Profit before tax (3+4) Tax expense: (a) Current tax (b) Deferred tax Total tax Profit for the period/ year (5-6) Other comprehensive income A. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to 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 Total comprehensive income for the period/ year (7+8) Paid up equity share capital (Face value of Rs 10/- each) Other equity Earnings per share (of Rs. 10 each) (not annualised except for year ended March 31, 2021) (a) Basic (b)Diluted	4,826 447	4,873 1,067	4,936 257	19,468 1,726
		5,273	5,940	5,193	21,194
		346 106 213 2,072 14 155 1,002	337 97 202 2,394 12 172 1,332	404 110 241 2,009 31 230 1,149	1,383 511 940 9,174 90 834 5,115
		3,908	4,546	4,174	18,047
		1,365 -	1,394 (837)	1,019 -	3,147 (837)
		1,365 403 45	557 162 231	1,019 363 50	2,310 833 316
		448	393	413	1,149
		917	164	606	1,161
		38 (11) (7) -	76 (22) (83) -	(49) 14 15 -	8 (2) (49) -
		20	(29)	(20)	(43)
		937	135	586	1,118
		10,480	10,450	10,354	10,450 59,693
		0.88 0.86	0.16 0.15	0.58 0.58	1.12 1.11

Notes:

1 The unaudited standalone results for the quarter ended June 30, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on August 05, 2021 and August 06, 2021 respectively. The above results have been subjected to limited review by the statutory auditors of the Company. The report of the statutory auditors is unqualified.

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

3 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".

4 Exceptional item for the year ended March 31, 2021 includes amount recorded towards impairment of investment in wholly owned subsidiaries.

5 The figures for the 3 months ended March 31, 2021 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.

6 During the current quarter, on April 22, 2021, the Company has invested a total amount of Rs 3,187 lakh in Tech4billion Media Private Limited (Chingari), a Company which is involved in providing end users a video sharing social media platform.

For and on behalf of Board of Directors of Onmobile Global Limited

François-Charles Sirois Executive Chairman

Place: Montreal, Canada Date: Aug 06, 2021

B S R & Co. LLP

Chartered Accountants

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

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

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 for the quarter ended June 30, 2021 (“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, 2021 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.

Registered Office:

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

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

B S R & Co. LLP

Onmobile Global Limited

Limited Review report (continued)

1. 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 No: 101248W/W-100022

sampad Digitally signed by sampad guhathakurt guhathakurta Date: 2021.08.06 a 21:03:08 +05'30'

Sampad Guha Thakurta Partner Membership No: 060573 UDIN: 21060573AAAACW6170

Place: Bengaluru Date: August 06, 2021

2

OnMobile Global Limited

Statement of unaudited consolidated results for the quarter ended June 30, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

		Amount in Rs lakhs except dataper share	Amount in Rs lakhs except dataper share	Amount in Rs lakhs except dataper share	Amount in Rs lakhs except dataper share
		Quarter ended			Year ended
Sl. No	Particulars	June 30, 2021 (Unaudited)	March 31, 2021 (Refer Note 9)	June 30, 2020 (Unaudited)	March 31, 2021 (Audited)
1 2 3 4 5 6 7 8 9 10 11 12 13 14	Revenue from Operations Telecom Value Added Services Other income (Net) Total Income Expenses (a) Content fee and royalty (b) Contest expenses (c) Cost of software licenses and others (d) Employee benefits expenses (e) Finance costs (f) Depreciation and amortisation expenses (g) Other expenses Total expenses Profit before share of (loss)/profit of associates, exceptional items and tax(1-2) Share of (loss)/profit of associates Profit before tax and exceptional items (3+4) Exceptional items - net (refer note 6) Profit before tax (5+6) Tax expense (a) Current tax (b) Deferred tax Total tax Profit for the period / year (7-8) Other comprehensive income A. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to 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 Total comprehensive income for the period/ year (9+10) Paid up equity share capital (Face value of Rs 10/- each) Other equity Earnings per share (of Rs. 10 each) (not annualised except for year ended March 31, 2021) (a) Basic (b) Diluted	12,877 360	13,070 328	14,084 318	55,129 1,007
		13,237	13,398	14,402	56,136
		6,365 107 251 3,001 15 265 1,725	6,399 99 225 3,402 13 284 1,449	6,596 110 303 3,394 30 337 1,705	26,207 513 1,170 14,023 93 1,280 6,622
		11,729	11,871	12,475	49,908
		1,508	1,527	1,927	6,228
		(6)	26	-	(57)
		1,502	1,553	1,927	6,171
		732	466	-	466
		2,234 511 82	2,019 245 278	1,927 629 89	6,637 1,576 463
		593	523	718	2,039
		1,641 38 (11) 71 -	1,496 76 (22) (841) -	1,209 (49) 14 (23) -	4,598 8 (2) 776 -
		98	**(787) **	**(58) **	782
		1,739	709	1,151	5,380
		10,480	10,450	10,354	10,450 52,161
		1.57 1.54	1.43 1.42	1.16 1.16	4.42 4.41

OnMobile Global Limited

Statement of unaudited consolidated results for the quarter ended June 30, 2021 Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100

Notes:

• 2 (a) The unaudited consolidated results for the quarter ended June 30, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on August 05, 2021 and August 06, 2021 respectively. The above results have been subject 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, 2021 are as under:

Particulars	Quarter ended	Quarter ended	Quarter ended	Year ended
	June 30, 2021 (Unaudited)	March 31, 2021 (Audited)	June 30, 2020 (Unaudited)	March 31, 2021 (Audited)
Total Income Profit before tax Net Profit after tax	5,273 1,365 917	5,940 557 164	5,193 1,019 606	21,194 2,310 1,161

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.

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

4 The above results include consolidated results of the Company's subsidiaries : OnMobile Singapore Pte Limited, 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 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 Limited Columbia S.A.S., OnMobile Global South Africa (PTY) LTD, OnMobile Bangladesh Technologies Private Limited and OnMobile Latam Holding, S.L, and associates Mobile Voice Konnect Private Limited and Technologies Rob0 Inc.

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 During the quarter ended March 31, 2021, the Company had renegotiated and amended the payment terms and parameters of the earnout payable towards acquisition of Appland AB ("Appland"). Based on the amended agreeement, which was valid till June 30, 2021, the earn out liability has been capped at INR 732 lakhs (USD 10 lakhs). Accordingly, an amount of INR 466 lakhs had been reversed as on March 31, 2021. Such reversal had been disclosed as an exceptional item.

During the current quarter ended June 30, 2021, since Appland was not able to achieve the amended parameters and upon expiry of the term of the amended agreement, the management has concluded that no further payment would be made against the earnout liability and accordingly, the amount of INR 732 lakhs has been reversed and disclosed as an exceptional item.

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 AIpowered visual retention analytics for video game developers for a total consideration of CAD 10 lakhs (INR 543 lakhs). Further the Group has an option (extended upto August 31, 2021) to acquire additional 25% equity interest in Technologies Rob0 Inc for an agreed consideration. The Group has accounted for this investment as an equity accounted associate.

8 During the current quarter, on April 22, 2021, the Company has invested a total amount of Rs 3,187 lakh in Tech4billion Media Private Limited (Chingari), a Company which is involved in providing end users a video sharing social media platform.

• 9 The figures for the 3 months ended March 31, 2021 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.

For and on behalf of Board of Directors of Onmobile Global Limited

François-Charles Sirois Executive Chairman

Place: Montreal, Canada Date: August 6, 2021

B S R & Co. LLP

Chartered Accountants

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

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

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 income of its associates for the quarter ended June 30, 2021 (“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:

2. i. OnMobile Singapore Pte. Ltd.

3. ii. OnMobile SA.

4. iii. OnMobile Europe B.V.

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

6. v. OnMobile USA LLC

7. vi. OnMobile Global S A

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

9. viii.OnMobile Global for Telecommunication Services

10. ix. OnMobile Senegal SARL

11. x. OnMobile De Venezuela C.A.

12. xi. OnMobile Latam Holdings SL

Registered Office:

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

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

B S R & Co. LLP

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. OnMobile Turkey Telekomunikasyon Sistemleri Limited �irketi xxxi. OnMobile Telecom Burkina Faso, SARL xxxii. OnMobile Portugal SGPS, Unipessoal LDA (Zona Franca Da Madeira) xxxiii. OnMobile Live Inc xxxiv. 2dayUK Limited xxxv. OnMobile Global Limited Colombia S.A.S. xxxvi. OnMobile Global Solutions Canada Limited xxxvii. OnMobile Global South Africa (PTY) Limited xxxviii. Appland AB xxxix. Technologies Rob0 Inc.

• Attention is drawn to the fact that the figures for the 3 months ended March 31, 2021 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.

B S R & Co. LLP

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

Digitally signed by sampad sampad guhathakurta guhathakurta Date: 2021.08.06 21:03:52 +05'30'

Sampad Guha Thakurta Partner Membership Number: 060573 UDIN: 21060573AAAACX6868

Place: Bengaluru Date: August 06, 2021

Alteration of the Object Clause of the Memorandum of Association (the “MOA”) of the Company as follows:

A. Under Clause III (A) of the words ‘Main objects clause of the Memorandum of Association of the Company” be substituted by the words 'THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE'.

B. The existing clause (1) under the Main Objects of Clause III (A) be altered by substituting the same with the following in its place and stead:

1. To carry on the business of designing , developing , researching and otherwise dealing or handling all types of digitally enabled telecom products, computers and computer related systems, software systems, hardware systems, communication systems, very large scale standard and semi custom integrated circuits as well as components and parts or dealing with all products and services targeted at the individual , enterprise, wireless carrier and m- commerce markets; servicing of all types of telecom and all computer related systems, including all types of games of any kind, communication systems, software systems, hardware systems; and manufacturing, designing, developing, improving, marketing, selling and licensing telecom products, including digitally enabled products including games of any kind , hardware, software, firmware and programs of any and all description

C. The existing Clause III (B) titled ‘The objects incidental or ancillary to the attainment of the main objects of the Company are’ and existing Clause III (C) titled ‘Other objects not included in (A) and (B) above’ of the Memorandum of Association, be merged into new Clause III (B) and be re-titled as ‘MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS IN CLAUSE III (A) ARE’ and consequently re-numbering as may be appropriate.

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