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OnMobile Global Ltd. Interim / Quarterly Report 2025

Feb 4, 2025

62296_rns_2025-02-04_60b4abb4-8b71-4d7f-abda-a5161500b252.pdf

Interim / Quarterly Report

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

February 4, 2025

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 held on February 4, 2025

Ref: 1. Our letter dated January 13, 2025 about Notice of Board Meeting

2. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations)

The Board of Directors of OnMobile Global Limited (‘the Company’) at their meeting held on Tuesday, February 4, 2025 in Bangalore, through Zoom Video conference, has inter alia , considered and approved the following:

  • unaudited financial results as per IND-AS for the quarter and nine months ended December 31, 2024. A copy of the unaudited financial results (Standalone and Consolidated) along with the limited review report of the Auditors under Regulation 33 of SEBI Listing Regulations as Annexure-I .

  • proposal to enter into Sales Representation Agreement between ONMO Inc, subsidiary of OnMobile Global Limited (the Company) and Sirwel Inc, a Global Agency company incorporated in the Cayman Islands, where François-Charles Sirois, Executive Chairman and CEO of the Company is the director. The required details pursuant to Regulation 30 and 30A read with Schedule III of SEBI Listing Regulations are enclosed as Annexure-II .

  • grant of 2,50,000 options to the eligible employee(s) of the Company.

The Meeting of Board of Directors of the Company commenced at 7.00 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 Digitally signed by Pakanati V Pakanati V Varaprasad Varaprasad Date: 2025.02.04 22:20:04 +05'30' P V Varaprasad Company Secretary

Encl: a/a

OnMobile Global Limited Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

==> picture [82 x 27] intentionally omitted <==

Statement of unaudited standalone results for the quarter and nine months ended December 31, 2024

Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share
Quarter ended Nine months Ended Year Ended
Sl.
No
Particulars December 31, 2024 September 30, 2024 December 31, 2023 December 31, 2024 December 31, 2023 March 31, 2024
(Unaudited)
(Unaudited)
(Unaudited) (Unaudited) (Unaudited)
(Audited)
1
2
3
4
5
6
7
8
9
10
11
12
Revenue from Operations
Mobile entertainment services
Other income (Net) (Note No. 4)
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) Marketing expenses
(h) Other expenses
Total expenses
Profit / (Loss) before tax and exceptional items (1-2)
Exceptional items (Refer Note 5)
Profit / (Loss) before tax (3-4)
Tax expense:
(a) Current tax
(b) Current Tax expense relating to prior years
(c) Minimum Alternate Tax (MAT) credit entitlement
(d) Deferred tax
Total tax
Profit / (Loss) 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, 2024)
(a) Basic
(b) Diluted
820.27
4.11
457.53
81.21
365.63
124.09
1,682.05
89.51
1,284.94
248.50
1,671.11
297.44
824.38 538.74 489.72 1,771.56 1,533.44 1,968.55
11.89
2.06
280.80
176.91
7.12
16.17
94.24
130.11
30.13
5.35
17.17
202.54
6.04
17.04
95.41
104.56
19.38
7.80
28.70
187.15
4.77
18.16
81.63
104.14
34.90
11.45
347.96
567.15
18.78
50.65
227.13
331.67
63.10
21.99
98.52
566.37
13.47
55.18
309.95
297.05
74.79
34.73
125.67
751.79
21.63
72.84
390.69
447.86
719.30 478.24 451.73 1,589.69 1,425.63 1,920.00
105.08
(49.70)
60.50
(34.12)
37.99
-
181.87
(101.76)
107.81
-
48.55
(5.30)
55.38
7.26
-
3.45
1.50
26.38
11.97
-
(3.45)
(3.34)
37.99
0.83
-
-
(1.16)
80.11
23.53
-
-
(2.98)
107.81
7.93
-
-
3.35
43.25
28.48
(23.95)
-
9.65
12.21 5.18 (0.33) 20.55 11.28 14.18
43.17 21.20 38.32 59.56 96.53 29.07
0.14
(0.04)
15.32
-
(1.80)
0.53
(13.95)
-
18.65
2.70
(15.50)
-
(0.27)
0.08
(6.57)
-
13.95
4.07
(24.48)
-
2.53
(0.74)
(16.89)
-
15.42 (15.22) 5.85 (6.76) (6.46) (15.10)
58.59 5.98 44.17 52.80 90.07 13.97
1,063.21 1,063.21 1,062.15 1,063.21 1,062.15 1,062.14
6,013.55
0.41
0.41
0.20
0.20
0.36
0.36
0.56
0.56
0.91
0.91
0.27
0.27

OnMobile Global Limited Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

Statement of unaudited standalone results for the quarter and nine months ended December 31, 2024

  • 1 The unaudited standalone results for the Quarter and Nine months ended December 31, 2024 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on February 4, 2025. The above results have been subjected to limited review by the statutory auditors of the Company. The review report of the statutory auditors is unmodified.

  • 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 As per Ind AS 108, Operating segments, the Company has disclosed the segment information only as part of the consolidated financial results.

  • 4 Other income for the year ended March 31, 2024 includes Rs. 25.30 Million on account of writeback of intercompany payables (net off receivables) with respect to subsidiaries / overseas branches which are either liquidated or are in the process of liquidation on account of cessation of operations.

  • 5 Exceptional items include –

  • a) Amount recorded towards impairment of investments in wholly owned subsidiaries – Rs. 5.30 Million for the year ended March 31, 2024

  • b) Head count restructuring and optimization cost of Rs. 34.12 Million and Rs. 49.70 Million for the quarter ended September 30,2024 and December 31, 2024 respectively and Rs. 101.76 Million for the nine months ended December 31, 2024.

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

FRANCOIS Digitally signed by FRANCOIS CHARLES CHARLES SIROIS Date: 2025.02.04 SIROIS 19:30:50 +05'30'

François-Charles Sirois Executive Chairman & CEO

Place: Montreal Date: February 4, 2025

Embassy Golf Links Business Park Pebble Beach, B Block, 3rd Floor No. 13/2, off Intermediate Ring Road Bengaluru - 560 071, India Telephone: +91 80 4682 3000 Fax: +91 80 4682 3999

B S R & Co. LLP Chartered Accountants

Limited Review Report on unaudited standalone financial results of Onmobile Global Limited for the quarter ended 31 December 2024 and year to date results for the period from 1 April 2024 to 31 December 2024 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Onmobile Global Limited

  1. We have reviewed the accompanying Statement of unaudited standalone financial results of Onmobile Global Limited (hereinafter referred to as “the Company”) for the quarter ended 31 December 2024 and year to date results for the period from 1 April 2024 to 31 December 2024 (“the Statement”).

  2. This Statement, which is the responsibility of the Company’s management and approved by its 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“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. 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.

  4. 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 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 No.:101248W/W-100022 Digitally signed by PRAVEEN PRAVEEN KUMAR JAIN KUMAR JAIN Date: 2025.02.04

Digitally signed by PRAVEEN KUMAR JAIN Date: 2025.02.04 19:46:33 +05'30'

Praveen Kumar Jain

Bengaluru 04 February 2025

Partner Membership No.: 079893 UDIN:25079893BMSCJN9036

Registered Office:

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, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

Page 1 of 1

OnMobile Global Limited Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

Statement of unaudited consolidated financial results for the quarter and nine months ended December 31, 2024

Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share Amount in Rs Millions except dataper share
Quarter ended Nine months ended Year ended
Sl. No Particulars December 31, 2024
(Unaudited)
September 30, 2024
(Unaudited)
December 31, 2023
(Unaudited)
December 31, 2024
(Unaudited)
December 31, 2023
(Unaudited)
March 31, 2024
(Audited)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
Revenue from Operations
Mobile Entertainment 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) Marketing expenses
(h) Other expenses
Total expenses
Profit/(loss) before share of profit/(loss) of associates, exceptional items and
tax (1 - 2)
Share of profit/(loss) of associates
Profit/(loss) before tax and exceptional items (3+4)
Exceptional items - net (Refer note 5)
Profit/(loss) before tax (5+6)
Tax expense
(a) Current tax
(b) Current Tax expense relating to prior years
(c) Deferred tax
(d) Minimum Alternate Tax (MAT) credit entitlement
Total tax
Profit/(loss) 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/(loss)
Total comprehensive income/(loss) for the period/ year (9+10)
Profit attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
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,
2024)
(a) Basic
(b) Diluted
1,640.06
16.10
1,293.01
15.52
1,197.27
44.04
4,168.02
33.66
3,905.59
167.08
5,132.40
201.77
1,656.16 1,308.53 1,241.31 4,201.68 4,072.67 5,334.17
561.66
7.12
361.74
294.54
17.67
82.31
237.91
77.00
616.54
6.39
32.44
301.53
15.20
80.98
225.20
104.77
595.28
7.73
31.18
269.24
12.59
28.10
202.34
89.88
1,743.19
23.61
452.09
886.18
45.75
243.62
683.77
280.84
1,784.01
27.38
108.70
818.43
28.11
85.44
645.51
327.17
2,345.00
42.98
137.54
1,082.00
45.61
112.14
859.05
444.56
1,639.95 1,383.05 1,236.34 4,359.05 3,824.75 5,068.88
16.21 (74.52) 4.97 (157.37) 247.92 265.29
0.15 0.15 0.15 0.45 0.45 0.09
16.36 (74.37) 5.12 (156.92) 248.37 265.38
(49.70) (34.12) - (122.52) - -
(33.34)
9.46
-
5.90
3.45
(108.49)
22.69
-
(6.72)
(3.45)
5.12
27.74
-
1.32
-
(279.44)
46.71
-
(0.06)
-
248.37
47.73
-
40.67
-
265.38
89.05
(22.56)
45.73
-
18.81 12.52 29.06 46.65 88.40 112.22
(52.15)
0.14
(0.04)
(44.31)

-
(121.01)
(1.80)
0.53
16.17
-
(23.94)
18.65
2.70
25.57
-
(326.09)
(0.27)
0.08
(2.98)
-
159.97
13.95
4.07
(96.45)

-
153.16
2.53
(0.74)
(184.79)
-
**(44.21) ** 14.90 46.92 **(3.17) ** **(78.43) ** (183.00)
(96.36) (106.11) 22.98 (329.26) 81.54 (29.84)
(50.86)
(1.29)
(118.42)
(2.59)
(25.25)
1.31
(322.43)
(3.66)
158.28
1.69
152.37
0.79
(52.15) (121.01) (23.94) (326.09) 159.97 153.16
(44.21)
-
(106.11)
-
46.92
-
(3.17)
-
(78.43)
-
(29.84)
-
(44.21) (106.11) 46.92 (3.17) (78.43) (29.84)
1,114.28 1,114.29 1,062.14 1,114.28 1,062.14 1,062.14
5,434.53

(0.48)
(0.48)
(1.13)
(1.13)
(0.23)
(0.23)
(3.05)
(3.05)
1.51
1.51
1.44
1.43

OnMobile Global Limited Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100 CIN: L64202KA2000PLC027860 Website: www.onmobile.com

Statement of unaudited consolidated financial results for the quarter and nine months ended December 31, 2024

  • 1 (a) The unaudited consolidated results for the quarter and nine months ended December 31, 2024 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on February 4, 2025. The above results have been subjected to limited review by the statutory auditors of the Company. The review report of the statutory auditors is unmodified.

  • (b) Key numbers of Standalone Financial Results of the Company for the quarter and nine months ended December 31, 2024 are as under:

Amount in Rs. Millions Amount in Rs. Millions Amount in Rs. Millions Amount in Rs. Millions Amount in Rs. Millions Amount in Rs. Millions
Particulars Quarter ended Nine months Ended Year ended
December 31, 2024
(Unaudited)
September 30, 2024
(Unaudited)
December 31, 2023
(Unaudited)
December 31, 2024
(Unaudited)
December 31, 2023
(Unaudited)
March 31, 2024
(Audited)
Total Income
Profit before Tax
NetProfit after Tax
824.38
55.38
43.17
538.74
26.38
21.20
489.72
37.99
38.32
1,771.56
80.11
59.56
1,533.44
107.81
96.53
1,968.55
43.25
29.07

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.

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,

  • OnMobile Europe B.V.,

  • Servicios De Telefonia OnMobile SA DE CV,

  • OnMobile Global SA.,

  • OnMobile DE Venezuela C.A,

  • OnMobile Brasil Sistemas de Valor Agregado Para Comunicacoes Moveis Ltda, - OnMobile Global for Telecommunication Services, - OnMobile Uruguay S.A., - OnMobile Senegal SARL, - OnMobile Mali SARL, - OnMobile Bangladesh Private Limited, - OnMobile Kenya Telecom Limited, - OnMobile Telecom Limited, - OnMobile Costa Rica OBCR SA., - OnMobile Global Spain S.L.U, - OnMobile Tanzania Telecom Limited, - OnMobile Zambia Telecom Limited, - OnMobile Uganda Limited, - OnMobile Rwanda Telecom Limited, - OnMobile Nigeria Telecom Limited, - OnMobile Global Solutions Canada Limited, - Onmobile Turkey Telekomunikasyon Sistemleri Limited Şirketi, - Onmobile Telecom Burkina Faso, SARL, - ONMO Inc (erstwhile OnMobile Live Inc.), - 2dayUK Limited., - OnMobile Global South Africa (RF) (PTY) LTD, - ONMO Sweden AB (formerly known as “Appland AB”), - OnMobile Bangladesh Technologies Private Limited, - Technologies Rob0 Inc - OnMobile South Africa Technologies (PTY) Limited, - OnMobile USA LLC, - OnMobile Madagascar Telecom Limited (liquidated w.e.f. July 27, 2023), - OnMobile Global Italy S.R.L, SL (liquidated w.e.f. October 04, 2024),

  • 9447-9029 Quebec Inc. (formerly known as Les Productions Back to the Game Inc.) and

  • Mobile Voice Konnect Private Limited (Associate).

  • 4 The Company is engaged in providing Mobile Entertainment Services and its operations are considered to constitute a single reportable segment in the context of Ind AS 108 - “Operating Segments”.

5 Exceptional items include Head count restructuring and optimization cost of Rs. 34.12 Million and Rs. 49.70 Million for the quarter ended September 30,2024 and December 31, 2024 respectively and Rs. 122.52 Million for the nine months ended December 31, 2024.

6 The geographical information analysis of the Group’s revenues and non-current assets by the Company’s country of domicile (i.e. India) and other countries is as below. In presenting the geographical information, segment revenue has been based on the geographic location of customers and segment assets which have been based on the geographical location of the assets.

Geographical information Quarter ended Quarter ended Quarter ended Nine Months ended Nine Months ended Year Ended
Sl. No Particulars Dec 31, 2024 Sep 30, 2024 Dec 31, 2023 Dec 31, 2024 Dec 31, 2023 March 31, 2024
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
1
2
Revenue from Operations
Mobile entertainment services :
India
Europe
Africa
Latin America and United States of America
Rest of the World
573.67
594.58
253.85
71.31
146.65
241.46
653.91
244.24
70.89
82.50
182.12
655.46
197.34
80.12
82.23
1,018.20
1,887.07
734.90
219.50
308.35
778.17
1,981.56
634.10
239.33
272.43
972.05
2,649.17
833.56
319.47
358.15
Total revenue 1,640.06 1,293.01 1,197.27 4,168.02 3,905.59 5,132.40
Non-Current Assets*
India
Europe
Africa
Latin America and United States of America
Rest ofthe World
655.29
1,293.63
163.21
2,443.85
204.69
684.19
1382.68
150.98
2429.36
227.44
932.90
1382.85
127.75
2345.58
93.52
655.29
1,293.63
163.21
2,443.85
204.69
932.90
1,382.85
127.75
2,345.58
93.52
952.56
1,334.68
125.35
2,457.63
85.09
Total 4,760.68 4,874.65 4,882.60 4,760.68 4,882.60 4,955.31

*- excluding Financial Instruments and Deferred Tax Assets

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

FRANCOIS Digitally signed by FRANCOIS CHARLES CHARLES SIROIS SIROIS Date: 2025.02.04 19:31:58 +05'30'

François-Charles Sirois Executive Chairman & CEO

Place: Montreal Date: February 4, 2025

Embassy Golf Links Business Park Pebble Beach, B Block, 3rd Floor No. 13/2, off Intermediate Ring Road Bengaluru - 560 071, India Telephone: +91 80 4682 3000 Fax: +91 80 4682 3999

Chartered Accountants

B S R & Co. LLP

Limited Review Report on unaudited consolidated financial results of Onmobile Global Limited for the quarter ended 31 December 2024 and year to date results for the period from 1 April 2024 to 31 December 2024 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Onmobile Global Limited

  1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Onmobile Global Limited (hereinafter referred to as “the Parent”), and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”) and its share of the net profit after tax and total comprehensive income of its associates for the quarter ended 31 December 2024 and year to date results for the period from 1 April 2024 to 31 December 2024 (“the Statement”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (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 Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

  1. The Statement includes the results of the following entities:

  2. Onmobile Global Limited (Parent)

  3. OnMobile Singapore Pte. Ltd.

  4. OnMobile Europe BV

  5. Servicios De Telefonia OnMobile SA De CV

  6. OnMobile Global SA

  7. OnMobile De Venezuela CA

  8. OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltd.

  9. OnMobile Global for Telecommunication Services

  10. OnMobile Uruguay SA

  11. OnMobile Senegal SARL

  12. OnMobile Mali SARL

Registered Office:

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, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

Page 1 of 2

B S R & Co. LLP

Limited Review Report (Continued) Onmobile Global Limited

  • OnMobile Bangladesh Private Limited

  • – OnMobile Kenya Telecom Limited

  • OnMobile Telecom Limited

  • OnMobile Costa Rica OBCR, SA

  • OnMobile Global Spain, S.L.U.

  • OnMobile Tanzania Telecom Limited

  • OnMobile Zambia Telecom Limited

  • OnMobile Uganda Limited

  • OnMobile Rwanda Telecom Limited

  • OnMobile Nigeria Telecom Limited

  • OnMobile Global Solutions Canada Limited

  • OnMobile Turkey Telekomunikasyon Sistemleri Limited Şirketi

  • OnMobile Telecom Burkina Faso, SARL

  • ONMO, Inc.

  • 2DayUK Limited

  • OnMobile Global South Africa (RF) (PTY) Ltd.

  • ONMO Sweden AB (formerly known as “Appland AB”)

  • OnMobile Bangladesh Technologies Private Limited

  • Technologies rob0 Inc.

  • OnMobile South Africa Technologies (PTY) Ltd.

  • Onmobile USA LLC

– Mobile Voice Konnect Private Limited

  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 No.:101248W/W-100022

PRAVEEN KUMAR JAIN

Digitally signed by PRAVEEN KUMAR JAIN Date: 2025.02.04 19:45:48 +05'30'

Praveen Kumar Jain

Partner

Bengaluru 04 February 2025

Membership No.: 079893 UDIN:25079893BMSCJO2847

Page 2 of 2

Annexure II

Details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

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Sl. Particulars Details
No.
a) If the listed entity is a party to the agreement, OnMobile Global Limited (“OGL”) is not a party to
the proposed Sales Representation Agreement.
i.details of the counterparties (including name Therefore, not applicable.
and relationship with the listed entity);
b) If listed entity is not a party to the agreement, ONMO Inc., a subsidiary of the listed Company is
the party to the proposed Sales Representation
i. name of the party entering into such an Agreement.
agreement and the relationship with the
listed entity; François Charles Sirois, Executive Chairman and
CEO of OGL is a director in ONMO Inc.
ii. details of the counterparties to the Sirwel Inc, a Global Agency company incorporated
agreement (including name and in the Cayman Islands with address at CO Services
relationship with the listed entity); Cayman Limited, P.O .Box 10008, Willow House,
Cricket Square, Grand Cayman, KY1-1001, Cayman
Islands.
François Charles Sirois, Executive Chairman and
CEO of OGL is also a director in Sirwel Inc.
iii. date of entering into the agreement. To be decided
c) Purpose of entering into the agreement; To promote and sell digital media products globally.
d) Shareholding, if any, in the entity with whom OGL holds 100% of shares in OnMobile USA LLC.
the agreement is executed;
OnMobile USA LLC holds 98.82% of shares in
ONMO Inc.
OGL does not hold any shares in Sirwel Inc.
e) Significant terms of the agreement (in brief); Commission Rate: SGA shall be entitled to a sales
commission of ten percent (10%) on net revenues of
specific nature as per the agreement terms in the
Territory during the lifetime of the contracts and
renewals thereafter. The commission shall be
computed as ten percent (10%) of the Total Contract
Value, subject to a minimum contract value of Five
Million USD of annual revenue.
f) Extent and the nature of impact on No direct impact except François Charles Sirois,
management or control of the listed entity; director of both contracting parties ONMO Inc., and
Siewel Inc., is also the Executive Chairman and CEO
of OGL.
g) Details and quantification of the restriction or Nil
liability imposed upon the listed entity;
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h) Whether, the said parties are related to
promoter/promoter group/ group companies
in any manner. If yes, nature of relationship;
François Charles Sirois, representative of the
promotor (OnMobile Systems Inc.) is a director of
both contracting parties ONMO Inc., and Siewel Inc.
i) Whether the transaction would fall within
related party transactions? If yes, whether the
same is done at “arm’s length”;
Yes.
j) In case of issuance of shares to the parties,
details of issue price, class of shares issued;
Not applicable.
k) Any other disclosures related to such
agreements, viz., details of nominee on the
board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.;
François Charles Sirois, Executive Chairman and
CEO of OGL is also a director in ONMO Inc., and
Sirwel Inc., the contracting parties.
l) In case of rescission, amendment or
alteration, listed entity shall disclose
additional details to the stock exchange(s):
i. name of parties to the agreement;
ii. nature of the agreement;
iii. date of execution of the agreement;
iv. details and reasons for amendment or
alteration and impact thereof (including
impact on management or control and on the
restriction or liability quantified earlier);
v. reasons for rescission and impact thereof
(including impact on management or control
and on the restriction or liability quantified
earlier).
Not applicable.