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OnMobile Global Ltd. — Interim / Quarterly Report 2026
May 18, 2026
62296_rns_2026-05-18_33b1218a-0451-42b6-adb3-83975725c73a.pdf
Interim / Quarterly Report
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onmobile
ONMOBILE GLOBAL LIMITED
E City, Tower-1, No.94/1C & 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 - [email protected]
www.onmobile.com
May 18, 2026
To
Department of Corporate Services,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code: 532944
The Listing Department
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (East)
Mumbai - 400 051
Scrip Code: ONMOBILE
Dear Sir/ Madam,
Sub: Outcome of Board Meeting held on May 18, 2026
Ref: 1. Our letter dated May 04, 2026 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 its meeting held on Monday, May 18, 2026 in Bangalore, through Zoom Video conference, has inter alia, considered and approved the following:
- Financial Results:
Audited financial results as per IND-AS for the quarter and financial year ended March 31, 2026. A copy of the audited financial results (Standalone and Consolidated) along with the Audit report under Regulation 33 of SEBI Listing Regulations is attached as Annexure-I.
Pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that M/s. B S R & Co. LLP, Statutory Auditors of the Company, have issued Audit Reports with unmodified opinion on the Audited Consolidated and Standalone Financial results of the Company for the year ended March 31, 2026.
- Appointment of Additional Director (in the category of Independent Director):
Based on the recommendation of the Nomination and Compensation Committee, the Board appointed Leo Matthew Olebe (DIN: 11698973) as an Additional Director (in the category of Independent Director) w.e.f. May 18, 2026, for a term of five years, subject to approval of the shareholders.
onmobile
Details as required under Regulation 30, Para A (7) of Part A of Schedule III of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, w.r.t. appointment of Additional Director (in the category of Independent Director) are enclosed as Annexure- II.
- Re- appointment of Internal Auditors:
Based on the recommendation of the Audit Committee, the Board re-appointed M/s. Ernst & Young LLP, Chartered Accountants as Internal Auditors of the Company, for FY 26-27.
Details as required under Regulation 30, Para A (7) of Part A of Schedule III of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, w.r.t. re-appointment of Internal Auditors are enclosed as Annexure- III.
The meeting of Board of Directors of the Company commenced at 08.30 P.M. IST and concluded at 10.30 P.M. IST.
Request you to please take the same on record.
Thanking you,
Yours sincerely,
For OnMobile Global Limited
PAKANATI V
VARAPRASAD
Digitally signed by
PAKANATI V
VARAPRASAD
Date: 2026.05.18 22:33:59
+05'30'
P V Varaprasad
Company Secretary
FCS 5877
Encl: a/a
Annexure-I
OnMobile Global Limited
Registered office: Tower 1, 94/1C & 94/2, Veerauandra Village, Electronic City Phase-1, Bengaluru- 560100
CIN: L64202KA2000PLC027860 Website: www.onmobile.com
Statement of audited standalone financial results for the quarter and year ended March 31, 2020
Amount in INR millions except data per share
| Sl. No. | Particulars | Quarter ended | Year Ended | |||
|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | March 31, 2026 | March 31, 2025 | ||
| (Audited) (Ref Note 7) | (Unaudited) | (Audited) (Ref Note 7) | (Audited) | (Audited) | ||
| 1 | Revenue from Operation | |||||
| Mobile entertainment services | 441.82 | 426.14 | 711.08 | 1,801.60 | 2,393.13 | |
| Other income (Net) (Note No. 4) | 59.89 | 34.90 | 15.84 | 416.10 | 105.35 | |
| 2 | Total Income | 501.71 | 461.04 | 726.92 | 2,217.70 | 2,498.48 |
| Expenses | ||||||
| (a) Content fees and royalty | 122.96 | 54.90 | 19.82 | 306.91 | 54.72 | |
| (b) Content expenses | 3.75 | 9.86 | 0.42 | 22.57 | 11.87 | |
| (c) Cost of software licenses and others | 25.60 | 26.00 | 284.54 | 104.79 | 632.50 | |
| (d) Employee benefits expense | 198.08 | 172.88 | 182.05 | 729.26 | 749.20 | |
| (e) Finance costs | 12.67 | 11.62 | 6.43 | 42.67 | 25.21 | |
| (f) Depreciation and amortisation expense | 16.44 | 15.11 | 15.86 | 63.40 | 66.51 | |
| (g) Marketing expenses | 38.64 | 38.78 | 108.17 | 212.22 | 335.30 | |
| (h) Impairment losses on financial assets and contract assets (Refer Note 5) | 480.83 | - | 0.38 | 493.76 | 4.65 | |
| (i) Other expenses | 62.50 | 63.11 | 76.93 | 272.26 | 404.33 | |
| Total expenses | 961.47 | 392.26 | 694.60 | 2,247.84 | 2,284.29 | |
| 3 | Profit/(loss) before tax and exceptional items (1-2) | (459.76) | 68.78 | 32.32 | (30.14) | 214.19 |
| 4 | Exceptional items (Refer Note 6) | |||||
| Statutory impact of new labour code: | - | (4.61) | - | (4.61) | - | |
| Head count restructuring and optimization | - | - | - | - | (101.76) | |
| 5 | Profit /(loss) before tax (3-4) | (459.76) | 64.17 | 32.32 | (34.75) | 112.43 |
| 6 | Tax expense: | |||||
| (a) Current tax | 19.33 | 30.93 | 12.25 | 77.28 | 35.78 | |
| (b) Current Tax expense relating to prior year: | 2.20 | - | 3.16 | 2.20 | 3.16 | |
| (c) Minimum Alternate Tax (MAT) credit entitlement | - | - | (4.55) | - | (4.55) | |
| (d) Deferred tax | (81.96) | 6.09 | (3.43) | (78.74) | (6.41) | |
| Total tax | (60.43) | 37.02 | 7.43 | 0.74 | 27.98 | |
| 7 | Loss/ (Profit) for the period/ year (5-6) | (399.33) | 27.15 | 24.89 | (35.49) | 84.45 |
| 8 | Other comprehensive income | |||||
| A. (i) Items that will not be reclassified to profit or loss | 0.18 | (0.03) | (8.72) | 4.01 | (8.99) | |
| (ii) Income tax relating to items that will not be reclassified to profit or loss | 0.03 | (0.08) | 2.54 | (1.17) | 2.62 | |
| B. (i) Items that will be reclassified to profit or loss | (3.48) | 1.62 | (13.71) | 6.31 | (20.28) | |
| Other comprehensive (loss)/income, net of tax | (3.27) | 1.51 | (19.89) | 9.15 | (26.65) | |
| 9 | Total comprehensive (loss)/income for the period/ year (7+8) | (402.60) | 28.66 | 5.00 | (26.34) | 57.80 |
| 10 | Paid up equity share capital (Face value of Rs 10/- each | 1,063.21 | 1,063.21 | 1,063.21 | 1,063.21 | 1,063.21 |
| 11 | Other equity | 6,099.88 | 6,097.22 | |||
| 12 | Earnings per share (of INR 10 each) (not annualised except for year ended March 31, 2026 and March 31, 2025) | |||||
| (a) Basic | (3.76) | 0.26 | 0.23 | (0.33) | 0.79 | |
| (b) Diluted | (3.76) | 0.26 | 0.23 | (0.33) | 0.79 |
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 audited standalone financial results for the quarter and year ended March 31, 2026
Audited Standalone Balance Sheet
Amount in INR millions except data per share
| Particulars | As at March 31, 2026 (Audited) | As at March 31, 2025 (Audited) |
|---|---|---|
| ASSETS | ||
| Non-Current Assets | ||
| Property, plant and equipment | 36.89 | 56.94 |
| Capital work-in-progress | - | 1.12 |
| Other intangible assets | 39.28 | 58.62 |
| Right to use assets | 79.52 | 12.52 |
| Financial assets | ||
| Investments | 3,631.16 | 3,631.16 |
| Loans | - | - |
| Other financial assets | 345.24 | 426.43 |
| Deferred tax assets (net) | 576.53 | 502.72 |
| Non-current tax assets (net) | 562.18 | 905.08 |
| Other non-current assets | 518.93 | 450.38 |
| 5,789.73 | 6,044.97 | |
| Current Assets | ||
| Financial Assets | ||
| Trade receivables | 1,296.20 | 1,548.55 |
| Cash and cash equivalents | 179.98 | 94.05 |
| Bank balances other than cash and cash equivalents | 577.74 | 103.02 |
| Loans | 240.72 | 230.71 |
| Other financial assets | 429.39 | 43.53 |
| Other current assets | 126.58 | 118.12 |
| 2,850.61 | 2,137.98 | |
| TOTAL ASSETS | 8,640.34 | 8,182.95 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Equity share capital | 1,063.21 | 1,063.21 |
| Other equity | 6,099.88 | 6,097.22 |
| 7,163.09 | 7,160.43 | |
| Non-Current Liabilities | ||
| Financial liabilities | ||
| Lease liabilities | 54.05 | - |
| Provisions | 93.53 | 104.83 |
| 147.58 | 104.83 | |
| Current Liabilities | ||
| Financial liabilities | ||
| Borrowings | 394.50 | 279.55 |
| Lease liabilities | 21.69 | 16.20 |
| Trade payables | ||
| -Total outstanding dues of micro and small enterprises | 6.12 | 6.55 |
| -Total outstanding dues of creditors other than micro and small enterprises | 696.29 | 495.14 |
| Other financial liabilities | 69.51 | 27.95 |
| Other current liabilities | 56.77 | 46.52 |
| Provisions | 7.51 | 6.85 |
| Current tax liabilities (net) | 77.28 | 38.93 |
| 1,329.67 | 917.69 | |
| TOTAL EQUITY AND LIABILITIES | 8,640.34 | 8,182.95 |
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 audited standalone results for the quarter and year ended March 31, 2026
Audited Standalone Statement of Cash Flows
Amount in Rs. millions
| Particulars | Year ended | Year ended |
|---|---|---|
| March 31, 2026 | March 31, 2025 | |
| (Audited) | (Audited) | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| (Loss) / Profit for the year | (35.49) | 84.45 |
| Adjustments for : | ||
| Adjustments to reconcile profit for the year to net cash flows: | ||
| Income tax recognised in the statement of profit and loss | 0.74 | 27.98 |
| Depreciation and amortisation expenses | 63.40 | 66.51 |
| Impairment losses on financial assets and contract assets | 493.76 | 4.65 |
| Unrealised foreign exchange (gain)/loss | (282.33) | 23.10 |
| (Gain) on disposal of property plant and equipment (net) | (2.70) | (3.35) |
| Liabilities no longer required written back | - | (1.46) |
| Share based payments | 29.00 | 23.85 |
| Dividend income | - | (75.76) |
| Finance costs | 42.67 | 25.21 |
| Interest income | (246.99) | (23.39) |
| Operating profit before working capital changes | 62.06 | 151.79 |
| Changes in operating assets and liabilities: | ||
| Change in trade receivables | (84.79) | (420.45) |
| Change in other assets | (438.75) | 96.15 |
| Change in trade payables, provisions and other liabilities | 339.42 | (71.10) |
| (184.12) | (395.40) | |
| Net cash used in from operations | (122.06) | (243.61) |
| Direct taxes paid (net of refunds) | 331.31 | 169.75 |
| Net cash generated / (used in) from operating activities (A) | 209.25 | (73.86) |
| B CASH FLOW FROM INVESTING ACTIVITIES | ||
| Purchase of property, plant and equipment, capital work in progress and other intangible assets | (5.31) | (5.26) |
| Loan received back from subsidiaries (net) | 35.62 | 8.40 |
| Proceeds from sale of property, plant and equipment | 3.51 | 4.04 |
| Change in other bank balances | (474.72) | (99.31) |
| Interest received | - | 75.76 |
| Dividend received | 248.52 | 21.47 |
| Net cash (used in)/generated from investing activities (B) | (192.38) | 5.10 |
| C CASH FLOW FROM FINANCING ACTIVITIES | ||
| Finance costs | (40.04) | (23.15) |
| Repayment of lease liabilities | (23.72) | (19.35) |
| Proceeds from short term borrowings | 114.95 | 149.55 |
| Proceeds from exercise of ESOPs (including premium) | - | 3.08 |
| Net cash generated from financing activities (C) | 51.19 | 110.13 |
| Net increase in cash and cash equivalents (A+B+C) | 68.06 | 41.37 |
| Cash and cash equivalents at the beginning of the year | 94.05 | 61.65 |
| Effect of exchange differences on translation of foreign currency cash and cash equivalents | 17.87 | (8.97) |
| Cash and cash equivalents at the end of the year | 179.98 | 94.05 |
OnMobile Global Limited
Registered office: Tower 1, 94/1C & 94/2, Veerasandra Village, Electronic City Phase-1, Bengaluru- 560100
Statement of audited standalone financial results for the quarter and year ended March 31, 2026
-
The audited standalone results for the quarter and year ended March 31, 2026 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 18, 2026 respectively. The above results have been audited by the statutory auditors of the Company. The statutory auditors have expressed an unmodified opinion on these results.
-
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.
-
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".
-
Other income for the year ended March 31, 2025 includes Rs. 1.46 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.
-
Impairment losses on financial assets and contract assets includes an amount of INR 468.40 million receivable from a specific party whose revenue contract has been terminated during the year. The amounts pertaining to previous quarters and year have also been reclassified from "Other expenses".
-
Exceptional items includes -
a) Impact of the Labour Codes amounting to Rs. 4.61 million for the quarter ended December 31, 2025 and year ended March 31, 2026.
On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such incremental impact under "Exceptional Items" in the statement of unaudited standalone results for the period ended December 31, 2025. The incremental impact of Rs. 4.61 million pertains to gratuity primarily arises due to change in wage definition. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments, as needed.
b) Head count restructuring and optimization cost Rs. 101.76 million for the year ended March 31, 2025.
- The figures of the last quarter ended March 31, 2025 and March 31, 2026 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the respective financial year which were subject to limited review by the statutory auditor of the Company.
For and on behalf of Board of Directors of Onmobile Global Limited
FRANCOIS
CHARLES SIROIS
Digitally signed by FRANCOIS
CHARLES SIROIS
Date: 2006-05-18 04:07:52 +05'00'
François-Charles Sirois
Executive Chairman & CEO
Place: Madrid
Date: May 18, 2025
B S R & Co. LLP
Chartered Accountants
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
Independent Auditor's Report
To the Board of Directors of OnMobile Global Limited
Report on the audit of the Standalone Annual Financial Results
Opinion
We have audited the accompanying standalone annual financial results of OnMobile Global Limited (hereinafter referred to as the "Company") for the year ended 31 March 2026, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:
a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information for the year ended 31 March 2026.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.
Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results
These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.
The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and
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
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. LLP
Independent Auditor's Report (Continued)
OnMobile Global Limited
presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone annual financial results made by the Management and Board of Directors.
- Conclude on the appropriateness of the Management's and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Page 2 of 3
Independent Auditor's Report (Continued)
OnMobile Global Limited
Other Matter
a. The standalone annual financial results include the results for the quarter ended 31 March 2026 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
PRAVEEN KUMAR JAIN
Digitally signed by PRAVEEN KUMAR JAIN
Date: 2026.05.18
20:41:57 +05'30'
Praveen Kumar Jain
Partner
Membership No.: 079893
UDIN:26079893AEVCKR4719
Bengaluru
18 May 2026
Page 3 of 3
Registered office: Tower 1, 94/1C & 94/2, Veerauandra Village, Electronic City Phase-1, Bengaluru- 560180
Statement of audited consolidated financial results for the quarter and year ended March 31, 2026
Amount in INR millions except data per share
| Sl. No | Particulars | Quarter ended | Year ended | |||
|---|---|---|---|---|---|---|
| March 31, 2026 (Audited) (Ref Note 6) | December 31, 2025 (Unaudited) | March 31, 2025 (Audited) (Ref Note 6) | March 31, 2026 (Audited) | March 31, 2025 (Audited) | ||
| 1 | Revenue from operations | |||||
| Mobile entertainment services | 1,276.73 | 1,356.90 | 1,562.22 | 5,168.50 | 5,730.24 | |
| Other income (net) | 128.51 | 100.07 | 19.03 | 549.32 | 52.69 | |
| Total Income | 1,405.24 | 1,456.97 | 1,581.25 | 5,717.82 | 5,782.93 | |
| 2 | Expenses | |||||
| (a) Content fee and royalty | 673.51 | 559.19 | 515.23 | 2,295.48 | 2,258.42 | |
| (b) Content expenses | 5.99 | 13.15 | 2.29 | 31.27 | 25.90 | |
| (c) Cost of software licenses and others | 40.00 | 41.05 | 362.43 | 157.12 | 814.52 | |
| (d) Employee benefits expenses | 291.54 | 278.11 | 298.11 | 1,116.88 | 1,184.29 | |
| (e) Finance costs | 18.24 | 18.66 | 15.11 | 69.77 | 60.86 | |
| (f) Depreciation and amortisation expenses | 96.13 | 88.35 | 79.57 | 350.22 | 323.19 | |
| (g) Marketing expenses | 115.89 | 323.14 | 226.13 | 897.98 | 909.90 | |
| (h) Impairment losses on financial assets and contract assets (refer note 8) | 479.01 | 0.47 | 14.82 | 521.40 | 14.82 | |
| (i) Other expenses | 86.24 | 85.85 | 134.37 | 360.94 | 415.41 | |
| Total expenses | 1,806.55 | 1,487.97 | 1,648.26 | 5,801.06 | 6,007.31 | |
| 3 | Profit/(loss) before share of profit/(loss) of associates, exceptional items and tax (1 - 2) | (401.31) | 49.00 | (67.81) | (83.24) | (224.38) |
| 4 | Share of profit/(loss) of associates | (0.48) | 0.15 | (0.50) | (0.03) | (0.05) |
| 5 | Profit/(loss) before tax and exceptional items (3+4) | (401.79) | 49.15 | (67.51) | (83.27) | (224.43) |
| 6 | Exceptional items - (Refer note 5) | |||||
| Statutory impact of new labour codes | - | (4.61) | - | (4.61) | - | |
| Head count restructuring and optimization | - | - | - | - | (122.52) | |
| 7 | Profit/(loss) before tax (5+6) | (401.79) | 44.54 | (67.51) | (87.88) | (346.95) |
| 8 | Tax expense | |||||
| (a) Current tax | 40.01 | 37.35 | 44.46 | 137.61 | 91.17 | |
| (b) Current Tax expense relating to prior years | (0.45) | - | (16.69) | (0.45) | (16.69) | |
| (c) Deferred tax | (76.01) | (27.94) | (11.41) | (110.18) | (11.47) | |
| (d) Minimum alternate tax (MAT) credit entitlement | - | - | (4.55) | - | (4.55) | |
| Total tax | (36.45) | 9.41 | 11.81 | 26.98 | 58.46 | |
| 9 | Profit/(loss) for the period / year (7-8) | (365.34) | 35.13 | (79.32) | (114.86) | (405.41) |
| 10 | Other comprehensive income | |||||
| A. (i) Items that will not be reclassified to profit or loss | 0.18 | (0.03) | (8.72) | 4.01 | (8.99) | |
| (ii) Income tax relating to items that will not be reclassified to profit or loss | 0.03 | (0.08) | 2.54 | (1.17) | 2.62 | |
| B. (i) Items that will be reclassified to profit or loss | (66.10) | 86.34 | 79.38 | 98.60 | 76.40 | |
| Other comprehensive income/(loss) for the year , net of tax | (65.89) | 86.23 | 73.20 | 101.44 | 78.03 | |
| 11 | Total comprehensive income/(loss) for the period/ year (9+10) | (431.23) | 121.36 | (6.12) | (13.42) | (335.38) |
| 12 | Profit/(loss) attributable to: | |||||
| Owners of the Company | (365.45) | 35.84 | (79.30) | (112.68) | (401.73) | |
| Non-controlling interests | 0.11 | (0.71) | (0.02) | (2.18) | (3.68) | |
| (365.34) | 35.13 | (79.32) | (114.86) | (405.41) | ||
| 13 | Total comprehensive income/(loss) attributable to: | |||||
| Owners of the Company | (431.23) | 121.36 | (6.12) | (13.42) | (335.38) | |
| Non-controlling interests | - | - | - | - | - | |
| 12 | Paid up equity share capital (Face value of Rs 10/- each) | 1,063.21 | 1,063.21 | 1,063.21 | 1,063.21 | 1,063.21 |
| 13 | Other equity | - | - | - | 5,182.23 | 5,164.28 |
| 14 | Earnings per share (of INR 10 each) (not annualised except for year ended March 31, 2026 and March 31, 2025) | |||||
| (a) Basic | (3.43) | 0.33 | (0.75) | (1.07) | (3.78) | |
| (b) Diluted | (3.43) | 0.33 | (0.75) | (1.07) | (3.78) |
Statement of audited consolidated financial results for the quarter and year ended March 31, 2026
Consolidated Balance Sheet
Amount in Rs. Millions
| Particulars | As at March 31, 2026 (Audited) | As at March 31, 2025 (Audited) |
|---|---|---|
| ASSETS | ||
| Non-Current Assets | ||
| Property, plant and equipment | 96.64 | 122.12 |
| Capital work in progress | 0.19 | 3.82 |
| Goodwill | 788.60 | 682.77 |
| Other intangible assets | 2,042.72 | 1,986.23 |
| Intangible asset under development | - | 106.68 |
| Right to use assets | 104.65 | 24.07 |
| Financial assets | ||
| (i) Investments | 671.46 | 680.57 |
| (ii) Other financial assets | 45.06 | 20.20 |
| Deferred tax assets (net) | 596.03 | 478.48 |
| Non-current tax assets (net) | 1,045.44 | 1,236.61 |
| Other non-current assets | 536.43 | 505.11 |
| 5,927.22 | 5,846.66 | |
| Current Assets | ||
| Financial assets | ||
| (i) Trade receivables | 1,914.12 | 1,908.14 |
| (ii) Cash and cash equivalents | 842.51 | 296.88 |
| (iii) Bank balances other than (ii) above | 577.83 | 102.68 |
| (iv) Other financial assets | 30.14 | 63.04 |
| Other current assets | 517.03 | 486.42 |
| 3,881.63 | 2,857.16 | |
| TOTAL - ASSETS | 9,808.85 | 8,703.82 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Equity share capital | 1,063.21 | 1,063.21 |
| Other equity | 5,182.23 | 5,164.28 |
| Equity attributable to owners of the Company | 6,245.44 | 6,227.49 |
| Non-controlling interests | 9.57 | 11.75 |
| 6,255.01 | 6,239.24 | |
| Liabilities | ||
| Non-Current Liabilities | ||
| Financial liabilities | ||
| Lease liabilities | 67.97 | 5.58 |
| Provisions | 117.78 | 104.87 |
| Deferred tax liabilities (net) | 10.07 | 8.89 |
| 195.82 | 119.34 | |
| Current Liabilities | ||
| Financial liabilities | ||
| Borrowings | 671.90 | 414.09 |
| Lease liabilities | 29.40 | 19.01 |
| Trade payables | ||
| -Total outstanding dues of micro and small enterprises | 6.12 | 6.55 |
| -Total outstanding dues of creditors other than micro and small enterprises | 2,186.29 | 1,639.53 |
| Other financial liabilities | 65.58 | 29.66 |
| Other current liabilities | 176.25 | 137.45 |
| Provisions | 7.51 | 19.91 |
| Current tax liabilities (net) | 214.97 | 79.04 |
| 3,358.02 | 2,345.24 | |
| TOTAL - EQUITY AND LIABILITIES | 9,808.85 | 8,703.82 |
Statement of audited consolidated results for the quarter and year ended March 31, 2026
Consolidated Cash Flow Statements
Amount in Rs. Millions
| Particulars | Year ended | Year ended |
|---|---|---|
| March 31, 2026 | March 31, 2025 | |
| (Audited) | (Audited) | |
| A. CASH FLOW FROM OPERATING ACTIVITIES | ||
| Loss for the year | (114.86) | (405.41) |
| Adjustments to reconcile loss for the year to net cash flows: | ||
| Income tax expense recognised in the consolidated statement of profit and loss | 26.98 | 58.46 |
| Share of loss from associates | (0.03) | (0.05) |
| Depreciation and amortisation expenses | 350.22 | 323.19 |
| Unrealised foreign exchange (gain) / loss | (127.93) | 22.96 |
| Gain on disposal of property plant and equipment (net) | (2.69) | (2.99) |
| Impairment losses on financial assets and contract assets | 521.40 | 16.86 |
| Share based payments | 29.19 | 24.58 |
| Finance costs | 69.77 | 40.04 |
| Provisions no longer required written back | (23.29) | (1.46) |
| Interest income | (238.33) | (12.51) |
| 605.29 | 469.08 | |
| Operating profit before working capital changes | 490.43 | 63.67 |
| Changes in operating assets and liabilities: | ||
| Trade receivables | (384.53) | (517.16) |
| Other assets | 216.40 | 228.56 |
| Trade payable, provisions and other liabilities | 352.94 | (100.50) |
| 184.81 | (389.10) | |
| Cash generated/ (used in) from operations | 675.24 | (325.43) |
| Direct taxes paid (net of refunds) | 197.23 | 86.65 |
| Net cash generated/ (used in) from operating activities | 872.47 | (238.78) |
| B. CASH FLOW FROM INVESTING ACTIVITIES | ||
| Purchase of property, plant and equipment, capital work in progress and other intangible assets | (351.94) | (250.07) |
| Proceeds from sale of property, plant and equipment | 11.63 | 28.44 |
| Sale, redemption / (purchase) of long term investments (net) | 9.11 | (5.30) |
| Changes in other bank balances | (475.15) | (99.32) |
| Interest received | 236.81 | 10.99 |
| Net cash (used) in investing activities | (569.54) | (315.26) |
| C. CASH FLOW FROM FINANCING ACTIVITIES | ||
| Interest paid | (66.02) | (40.04) |
| Repayment of lease liabilities | (29.19) | (23.37) |
| Proceeds from exercise of ESOPs (including premium) | - | 3.09 |
| Proceeds on short term borrowings | 257.81 | 284.09 |
| Net cash generated financing activities | 162.60 | 223.77 |
| Net increase/(decrease) in cash and cash equivalents (A+B+C) | 465.53 | (330.27) |
| Cash and cash equivalents at the beginning of the year | 296.88 | 633.33 |
| Effect of exchange differences on translation of foreign currency cash and cash equivalents | 80.10 | (6.18) |
| Cash and cash equivalents at the end of the year | 842.51 | 296.88 |
Statement of audited consolidated financial results for the quarter and year ended March 31, 2026
1 (a) The audited consolidated results for the quarter and year ended March 31, 2026 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 18, 2026 respectively. The above results have been audited by the statutory auditors of the Company. The statutory auditors have expressed an unmodified opinion on these results.
(b) Key numbers of standalone financial results of the Company for the quarter and year ended March 31, 2026 are as under:
| Particulars | Quarter ended | Year ended | ||
|---|---|---|---|---|
| March 31, 2026 (Audited) | December 31, 2025 (Unaudited) | March 31, 2025 (Audited) | March 31, 2026 (Audited) | |
| Total Income | 501.71 | 461.04 | 726.92 | 2,217.70 |
| Profit/(loss) before tax | (459.76) | 64.17 | 32.32 | (34.75) |
| Net Profit/(loss) after tax | (399.33) | 27.15 | 24.89 | (35.49) |
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 Ltd.
- OnMobile Europe BV
- OnMobile USA LLC
- Servicios De Telefonica OnMobile Sa De Cv
- OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltda.
- OnMobile De Venezuela CA
- OnMobile Global Spain S.L.
- OnMobile Uruguay SA
- OnMobile Senegal SARL
- OnMobile Global for Telecommunications Services
- OnMobile Mali SARL
- OnMobile Bangladesh Private Limited
- OnMobile Kenya Telecom Limited
- OnMobile Costa Rica OBCR, SA
- OnMobile Telecom Limited
- OnMobile Uganda Limited
- OnMobile Zambia Telecom Limited
- OnMobile Rwanda Telecom Limited (Struck off w.e.f October 24, 2025)
- OnMobile Nigeria Telecom Limited
- OnMobile Tanzania Telecom Limited
- OnMobile Global Solutions Canada Limited
- OnMobile Global Italy S.R.L, SL (liquidated w.e.f. October 04,2024)
- Onmobile Turkey Telekomunikasyon Sistemleri Limited Şirketi
- OnMobile Telecom Burkina Faso, SARL
- OnMobile Global South Africa (RF) (PTY) Ltd
- ONMO, Inc.
- Onmobile Bangladesh Technologies Private Limited
- OnMobile Global SA
- Technologies rob0 Inc.(Les Productions back to game entity was merged with Technologies Rob0 Inc effective April 1, 2024)
- 2dayUK Limited
- ONMO Sweden AB (previously known as Appland AB)
- OnMobile South Africa Technologies Pty Ltd
- 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
a) Impact of the Labour Codes amounting to Rs. 4.61 million for the quarter ended December 31, 2025 and year ended March 31, 2026.
On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such incremental impact under "Exceptional Items" in the statement of unaudited standalone results for the period ended December 31, 2025. The incremental impact of Rs. 4.61 million pertains to gratuity primarily arises due to change in wage definition. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments, as needed.
b) Head count restructuring and optimization cost of Rs. 122.52 Million for the quarter and year ended March 31, 2025 respectively.
6 The figures of the last quarter ended March 31, 2026 and March 31, 2025 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the respective financial year which were subject to limited review by the statutory auditor of the Company.
7 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 | Year ended | |||
|---|---|---|---|---|---|
| Particulars | March 31, 2026 | Dec 31, 2025 | March 31, 2025 | March 31, 2026 | March 31, 2025 |
| (Audited) | (Unaudited) | (Audited) | (Audited) | (Audited) | |
| Revenue from Operations | |||||
| Mobile entertainment services : | |||||
| India | 176.49 | 188.40 | 561.15 | 834.43 | 1,579.35 |
| Europe | 538.76 | 549.77 | 534.67 | 2,166.95 | 2,421.74 |
| Africa | 204.50 | 224.73 | 221.97 | 862.03 | 956.87 |
| Latin America and United States of America | 102.72 | 106.59 | 86.37 | 407.00 | 305.87 |
| Rest of the World | 254.26 | 287.41 | 158.06 | 898.09 | 466.41 |
| Total revenue | 1,276.73 | 1,356.90 | 1,562.22 | 5,168.50 | 5,730.24 |
| Non-Current Assets* | |||||
| India | 642.34 | 248.94 | 538.61 | 642.34 | 538.61 |
| Europe | 1,278.54 | 1,412.94 | 1,345.76 | 1,278.54 | 1,345.76 |
| Africa | 177.06 | 182.43 | 165.49 | 177.06 | 165.49 |
| Latin America and United States of America | 2,441.04 | 2,295.91 | 2,423.68 | 2,441.04 | 2,423.68 |
| Rest of the World | 75.69 | 334.78 | 193.82 | 75.69 | 193.82 |
| Total | 4,614.67 | 4,475.00 | 4,667.36 | 4,614.67 | 4,667.36 |
*- excluding financial instruments and deferred tax assets
8 Impairment losses on financial assets and contract assets includes an amount of INR 468.40 million receivable from a specific party whose revenue contract has been terminated during the year. The amounts pertaining to previous quarters and year have also been reclassified from "Other expenses".
For and on behalf of Board of Directors of Onmobile Global Limited
FRANCOIS
CHARLES SIROIS
Digitally signed by
FRANCOIS CHARLES SIROIS
Date: 2026.05.18 20:57:05
+07:07
François-Charles Sirois
Executive Chairman & CEO
Place: Madrid
Date: May 18, 2026
Chartered Accountants
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
Independent Auditor's Report
To the Board of Directors of OnMobile Global Limited
Report on the audit of the Consolidated Annual Financial Results
Opinion
We have audited the accompanying consolidated annual financial results of OnMobile Global Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), and its associate for the year ended 31 March 2026, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated annual financial results:
a. include the annual financial results of the following entities
- Onmobile Global Limited (Parent)
- OnMobile Singapore PTE Ltd.
- OnMobile Europe BV
- OnMobile USA LLC
- Servicios De Telefonia OnMobile SA De CV
- OnMobile Global SA
- OnMobile De Venezuela CA
- OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltda.
- OnMobile Global for Telecommunications Services
- OnMobile Uruguay SA
- 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.
- OnMobile Tanzania Telecom Limited
- OnMobile Zambia Telecom Limited
- OnMobile Uganda Limited
- OnMobile Rwanda Telecom Limited (Struck off w.e.f October 24, 2025)
- OnMobile Nigeria Telecom Limited
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
Registered Office:
14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco
Center, Western Express Highway, Goregaon (East), Mumbai - 400063
- 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 (previously known as Appland AB)
- OnMobile Bangladesh Technologies Private Limited
- Technologies rob0 Inc.
- OnMobile South Africa Technologies PTY Ltd
- Les Productions back to game (entity was merged with Technologies Rob0 Inc effective April 1, 2024)
- Mobile Voice Konnect Private Limited
b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net loss and other comprehensive income and other financial information of the Group for the year ended 31 March 2026
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group and its associate in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.
Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results
These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.
The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group including its associate in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group and of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated
Page 2 of 4
annual financial results by the Management and the Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated annual financial results, the respective Management and the Board of Directors of the companies included in the Group and of its associate are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associate is responsible for overseeing the financial reporting process of each company.
Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated annual financial results made by the Management and Board of Directors.
- Conclude on the appropriateness of the Management's and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Page 3 of 4
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.
Other Matter
a. The consolidated annual financial results include the results for the quarter ended 31 March 2026 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
PRAVEEN KUMAR JAIN
Digitally signed by
PRAVEEN KUMAR JAIN
Date: 2026.05.18
20:43:30 +05'30'
Praveen Kumar Jain
Partner
Membership No.: 079893
UDIN:26079893BZPRTX9020
Bengaluru
18 May 2026
Page 4 of 4
onmobile
Annexure- II
Details as required under Regulation 30, Para A (7) of Part A of Schedule III of the Listing Regulations read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/ I/3762/2026 dated January 30, 2026
| S.no | Particulars | Details |
|---|---|---|
| 1. | Reason for change viz. appointment, re-appointment, resignation, cessation, removal, death or otherwise. | Appointment of Leo Matthew Olebe (DIN: 11698973) as an Additional Director (in the category of Independent Director) of the Company |
| 2. | Date of Appointment & term of appointment | May 18, 2026 |
| Leo Matthew Olebe (DIN: 11698973) has been appointed as an Additional Director in the category of Independent Director on the Board of the Company, for a term of 5 (five) years w.e.f. May 18, 2026, to May 17, 2031, on the recommendation of the Nomination & Compensation Committee and subject to the approval of shareholders. | ||
| 3. | Brief Profile | Leo brings 26 years of experience driving billions in revenue at Microsoft, Google, Meta, and Disney. As VP of Global Partnerships at Xbox, he helped transform it into a 500M-user cloud ecosystem. As MD, he led partnerships/ BD for Google Play's $30B+ gaming business and helped grow YouTube Gaming to 500M+ daily viewers as Global Head of Gaming. Today he is a Venture Partner at Griffin ($1.5B+ AUM), Co-Founder/President of a gaming studio, and Principal of Olebe Media Group—advising PE, family-office, and creative-agency clients. He has worked on major franchises like Star Wars, Marvel, and The Matrix. Boards: Games for Change (Chair), Maestro Media, The Strong, Endless, and Occidental College. MBA, USC Marshall; BA, Occidental. |
| 4. | Disclosure of relationships between directors | None |
| 5. | Information as required pursuant to BSE Circular with ref. no. LIST/COMP/14/201819 and the National Stock Exchange of India Ltd with ref. no. NSE/ CML/2018/24, dated June 20, 2018. | He is not debarred from holding the office of director by virtue of any order passed by SEBI or any other authority. |
onmobile
Annexure- III
Details as required under Regulation 30, Para A (7) of Part A of Schedule III of the Listing Regulations read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/ I/3762/2026 dated January 30, 2026
| S.no | Particulars | Internal Auditors |
|---|---|---|
| 1. | Reason for change viz. appointment, re-appointment, resignation,—cessation, removal, death or otherwise. | Re-appointment of M/s. Ernst & Young LLP, Chartered Accountants as Internal Auditors of the Company. |
| 2. | Date of Appointment & term of appointment | With effect from April 01, 2026, for FY 26-27. |
| 3. | Brief Profile | EY (Ernst & Young) is a global leader in assurance, tax, transaction, and advisory services, recognized for its commitment to enhancing risk management, control, and governance processes through its Internal Audit (IA) services. By leveraging extensive industry knowledge and innovative methodologies, EY delivers tailored solutions that address unique organizational challenges. Their focus areas include risk assessment, process improvement, technology integration, regulatory compliance, and stakeholder engagement. Overall, EY's IA services provide valuable assurance and insights that support informed decision-making and contribute to the long-term success of organizations. |
| 4. | Disclosure of relationships between directors | None |