The Board of Directors are pleased to present the 25^th Annual Report on the business and operations of the Company
together with the audited standalone and consolidated financial statements for the year ended March 31, 2025.

RESULTS OF OPERATIONS FOR THE YEAR 2024-25

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2024-25 is
as follows:

(In ' Million)

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
Standalone Financials

During 2024-25, the Company recorded net revenue of '
2393.13 million, as compared to ' 1,671.11 million in 2023¬
24. The Profit after tax of the Company is ' 84.45 million
in 2024-25 as compared to ' 29.07 million in 2023-24. The
diluted Earnings Per Share (EPS) is ' 0.79 per share in 2024¬
25 as compared to ' 0.27 per share in 2023-24.

Consolidated Financials

During 2024-25, the Company recorded consolidated net
revenue of ' 5730.24 million, as compared to ' 5,132.40
million in 2023-24. The consolidated Profit(loss) after tax
of the Company for the year 2024-25 is ' (405.41) million as
compared to ' 153.16 million in 2023-24. The consolidated
diluted Earnings Per Share (EPS) for the year 2024-25 is '
(3.78) per share as compared to ' 1.43 per share in 2023-24.

APPROPRIATIONS

Dividend

The Board of Directors periodically assesses the
Company's capacity and need to allocate dividends to its
Shareholders, aiming to safeguard profitability and the
Company's long-term growth plans. During the evaluation
of dividend necessity, the Board takes multiple factors into
consideration, such as present and future earnings, cash
flow projections, capital expenditure requirements for
ongoing and upcoming projects, and contingencies. After
thoroughly considering the relevant circumstances and
aligning with the company's dividend distribution policy, the
Board of Directors has made the prudent decision not to
propose any dividends for the reviewed year.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”), is available on the Company's

website at the below link: https://www.onmobile.com/sites/
default/files/cg_policy/Dividend_Distribution_Policy.pdf

Transfer to General Reserve

As permitted under the provisions of the Companies Act,
2013, (the Act) the Board does not propose to transfer any
amount to general reserve for the Financial Year 2024-25.

Investments

As on March 31, 2025, the Company's investments in fixed
deposits, mutual funds, non-convertible debentures and
unquoted investments is to the tune of ' 680.57 million.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company allotted 107,064
equity shares on the exercise of stock options under its
various Employee Stock Option Plans.

As a result of the aforesaid allotment of equity shares
under ESOPs, the issued and paid-up share capital of the
Company as on March 31, 2025, stands at ' 1063.21 Million.

SIGNIFICANT EVENTS: 2024-25

In fiscal year 2024-25, OnMobile embarked on an exciting
new chapter of growth, driven by a gaming-first strategy
and continuous innovation in technology. Our mobile
gaming business continued its growth with an active
subscriber base surpassing 10 million users across the
globe. A key highlight of the year was the genesis of The
Gaming Platform, a single destination for all Gaming
services, opening new possibilities through monetisation
models beyond subscription, such as Platform Licensing
and In-App purchases. With this addition to our gaming
portfolio, OnMobile is well-positioned to be a global leader
at the intersection of gaming, entertainment, and next-
generation technology.

The Gaming Platform (TGP)

Recognising the broader potential of ONMO's foundational
strengths, such as single sign-on, seamless UX, and an
engaging gameplay loop, we developed The Gaming
Platform (TGP). Designed as a modular, enterprise-grade
solution, TGP extends ONMO's capabilities into a unified,
telco-branded destination for casual games, cloud gaming,
and esports within the telco ecosystem.

Looking ahead, TGP is set to evolve into a Telco-Led
Interactive App Store, expanding beyond gaming into music,
video, loyalty programs, cloud-streamed content, and
everyday lifestyle experiences. This is more than a product
evolution; it's a platform strategy that delivers scalable
innovation, new monetisation models, and sustained user
engagement. TGP is now a key pillar of our vision to enable
next-generation digital ecosystems for global telecom
partners.

Challenges Arena

In FY25, Challenges Arena reinforced its leadership in
telco gaming by addressing growing user expectations for
quality, convenience and value. The platform successfully
expanded its footprint to 78 telecom operators, engaging
over 6.61 million active users globally in 18 languages. To
deepen player engagement, personalised real-time push
notifications were deployed, significantly improving user
retention and re-engagement. New features, such as
the winner ticker and winner popups, were introduced to
elevate the sense of achievement and in-game excitement.
Additionally, the launch of an auto-replay feature
contributed to a 30% increase in gameplay sessions,
enhancing the overall player experience. We enhanced
the ad-centric model of Challenges Arena to unlock new
revenue. By reducing visible ads and prioritising quality
placements during natural gameplay breaks, we created
a cleaner, more immersive experience that balances user
engagement with sustainable monetisation.

ONMO

ONMO's momentum continued to build over the past year
and is now live with 41 telecom operators worldwide and
engaging over 4 million active users. This rapid growth
highlights both the product's universal appeal and our
ability to deliver compelling digital experiences across
diverse markets. ONMO's content library received a major
upgrade this year, with high-quality, addictive titles that
quickly became fan favourites across markets, significantly
boosting user engagement and satisfaction.

On the tech front, we overhauled our backend infrastructure
to meet the growing scale and performance demands of
modern gaming. By unifying the platform across telecom
partners into a single system, we've enabled a shared
gaming ecosystem where users can now compete, socialise
and climb leaderboards across networks, creating a more
connected and competitive experience. In parallel, we also
optimised our streaming stack, enhancing storage and
delivery efficiency. These upgrades significantly reduced
infrastructure costs and improved response times, all
without compromising reliability or scalability.

Tones

Tones remained a key pillar of innovation at OnMobile. Our
subscription model has proven resilient amid regulatory and
market changes, maintaining a strong base of 58 million
users across 31 operators.

One of the major highlights was the in-house development
and rapid deployment of an IMS Network Application
Server (IMS-AS) within just one year. Beyond enhancing
delivery for existing RBT users, IMS-AS establishes a solid
foundation for future innovations in personalised and
enriched calling experiences.

In a strategic expansion move, we re-entered the LATAM
market with the successful go-live of the service for a major
telco in Mexico, strengthening our regional presence and
commitment to delivering value-driven mobile solutions.

To meet renewed interest from small and mid-sized telecom
operators globally, we are developing a lightweight, multi¬
tenant, cloud-native RBT platform designed to optimise
cost and improve service agility.

Videos & Infotainment

We expanded our Infotainment business with the successful
launch of a single-vendor platform designed for end-to-end
VAS aggregation and management, with a leading telecom
operator in Asia. This platform centralises the onboarding,
delivery, and monitoring of all VAS services and content
partners for the operator.

In addition, for one of our major existing customers,
we introduced new monetisation models, including ad-
supported formats and bundled offerings designed to
enhance customer satisfaction and maximise lifetime
value. To further reinforce service integrity and address
key customer concerns, we deployed advanced anti-fraud
mechanisms, strengthening trust, transparency, and overall
platform reliability.

Buzzmo

As enterprise demands continue to shift toward real-time,
personalised engagement, telecom operators are seeking
to enhance their communication stacks with smarter, more
interactive capabilities. In response to this, we transformed
our Enterprise Connect solution into Buzzmo, expanding
its core architecture to include robust omnichannel
support, an intuitive campaign builder, multi-modal
conversation capabilities, and more. Buzzmo enables telcos
to meet the personalised, high-impact communication
needs of their enterprise clients. We also completed the
strategic integration of Buzzmo with Gamize, creating
a differentiated suite of gamified acquisition and
engagement solutions. In FY25 alone, Buzzmo facilitated
over 5 billion unique engagement transactions, solidifying
its role as a powerful growth engine for the telco enterprise
business.

Gamize

The gamification platform, designed to drive user
engagement and loyalty, reported stable performance
in FY25. The platform recorded a daily user engagement
of approximately 1.26 million users. During the year, 372
gamification campaigns were created, covering a range of
use cases such as customer retention, reward programs,
and promotional activities. Over 15.65 million rewards
were claimed by users during the year, reflecting sustained
platform engagement. Gamize offers low-code and no¬

code tools for businesses to integrate gamified experiences
within their digital channels, with a focus on improving user
interactions and strengthening brand loyalty.

Great Place To Work

We are proud to have been re-certified as a Great Place
to Work® for the second consecutive year. This serves as
an acknowledgement of the inclusive, collaborative, and
trust-driven culture we continue to nurture. Assessed
against global benchmarks across key dimensions such
as Credibility, Fairness, and Inclusion, the certification
reaffirms what we value most: our people are at the heart
of what makes OnMobile a truly great place to work.

Awards

Our proprietary AI/ML-driven automation platform, OARM
(OnMobile Automation and Release Management), was
honoured with the Best AI & ML-Based Automation Tool
award at the 5th Edition of the DevOps Conclave. Fully
developed in-house, OARM has been a cornerstone in
transforming DevOps at OnMobile. By automating complex
release cycles, optimising deployments, and minimising
manual intervention, the platform has driven an 85% boost
in operational efficiency and a 30% reduction in deployment-
related costs. Its scalability, intelligent workflows, and
seamless integration capabilities continue to redefine
standards in business and operational automation.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/
ASSOCIATE COMPANIES

As on March 31, 2025, the Company has thirty-one (31)
subsidiary companies and One (1) associate company.

On April 01, 2024, 9447-9029 Quebec Inc. a subsidiary of
OnMobile Global Limited merged with Technologies Rob0
Inc. another subsidiary of the Company.

The following subsidiaries/branch offices of OnMobile
Global Limited were closed during the dates mentioned
here below:

1. OnMobile Global Italy SRL (Subsidiary)- closed w.e.f.
October 4, 2024

2. OnMobile Global Limited, Srilanka (Branch) - closed
w.e.f. November 16, 2024

3. OnMobile Global Limited, Qatar (Branch) - closed
w.e.f. March 10, 2025

It may be noted that the Company incorporated a new
branch in Srilanka w.e.f December 11, 2024.

In accordance with Section 129(3) of the Companies Act,
2013 ('the Act'), the Company has prepared consolidated
financial statements of the Company and all its subsidiary
companies, which form part of the Annual Report. A
statement containing salient features of the financial

statements of the subsidiaries of the Company in Form
AOC-1 is given in Annexure I.

In accordance with third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and consolidated
financial statements, has been placed on the website of
the Company, www.onmobile.com. Further, as per fourth
proviso of the said Section, audited annual accounts of
each of the subsidiary companies have also been placed
on the website of the Company, www.onmobile.com. These
documents will also be available for inspection during
business hours at the registered office of the Company at
Bengaluru, India.

NEW LOCATIONS

During the year under review, below subsidiaries of the
Company were shifted to a new address.

1. OnMobile Global Solutions Canada Ltd (effective
date of change is September 20, 2024)

2. Technologies Rob0 (effective date of change is
September 03, 2024)

The new addresses can be seen under the Contact
information section.

MATERIAL CHANGES FOR THE PERIOD BETWEEN END
OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes for the period
between end of the financial year 2024-25 and the date of
this report affecting the financial position of the Company.

OPERATIONAL EFFICIENCY

Over the past year, we undertook multiple strategic
initiatives to enhance operational efficiency, reduce costs,
and build a strong foundation for future profitability.

In our gaming business, we optimised digital marketing
spend by refining the channel mix, shifting from ad
networks to Google Ads, and focusing on scaling high-
margin accounts while exercising judicious spending on new
accounts. These measures delivered a 10% approximate
reduction in marketing costs from Q4FY24 to Q4FY25. We
also re-architected our backend systems to deliver the scale,
performance, and flexibility required by modern gaming
offerings, unifying previously separate systems into a single
platform capable of serving millions of users globally across
multiple games and partner offerings. Through these
backend optimisations and architectural refinements, we
achieved around a 25% reduction in infrastructure costs
and improved average response times by over 40%, without
compromising reliability or scalability.

Focusing on quality over quantity in content and using ROI
as the key benchmark, we optimised costs across gaming,
tones, videos, and infotainment by bundling offerings and
renegotiating with content partners. While this resulted in

a modest reduction in content costs in FY25, the full-year
impact is expected to contribute to higher margins in FY26.

Across our engineering function, we scaled Automation and
AI adoption to boost productivity and operational resilience.
Our proprietary platform, OARM (OnMobile Automation
and Release Management), reached 92% rollout coverage,
automating deployments, migrations, and maintenance
workflows, which accelerated time-to-go-live, streamlined
updates, and reduced deployment risk. Recognised at the
5^th Edition of the DevOps Conclave in Bangalore as the
Best Machine Learning Based Automation Tool, OARM
was complemented by an AI-based anomaly detection
system that enhances predictive incident management and
reduces mean time to detect. Additionally, we integrated
AI-assisted development tools for code generation,
documentation, refactoring, and test automation,
delivering 20 to 35% productivity gains in routine tasks
and up to 70% in specialised stack porting, while actively
managing risks related to code quality, security, and over¬
reliance on AI outputs.

During the year, we also improved sales efficiency by
implementing a centralised CRM system to streamline
lead management, track opportunities, and strengthen
customer engagement. The platform provides real-time
visibility into the sales pipeline, enabling faster response
times, better follow-ups, and improved conversion potential,
while creating a scalable foundation for managing a larger
pipeline and enhancing collaboration.

Collectively, the optimisation of marketing, infrastructure,
and content costs, coupled with our automation-led
engineering transformation and enhanced sales efficiency,
has significantly lowered our cost base, improved
operational scalability, and increased organisational agility.
The resulting efficiency gains also enabled us to streamline
headcount from 449 in FY24 to 350 in FY25. Together, these
initiatives position us to translate efficiency improvements
into higher margins and profitable growth in the coming
year, while continuing to invest in automation, AI innovation,
product scalability, and engineering excellence.

RESEARCH AND DEVELOPMENT

Developer Platform

We designed and launched a new platform experience that
empowers game developers and publishers to bring their
games to users faster, with fewer barriers and broader
reach. This cloud-powered system allows developers to
distribute their games using a single smart link that works
across mobile devices, browsers, and apps, eliminating the
need for complex packaging, app store submissions, or
heavy installs.

To enhance game discovery, we introduced interactive
gameplay previews that let users instantly try engaging

moments from a game. This creates a powerful entry
point from promotional campaigns into the whole game
experience, improving player conversion and retention.

A streamlined developer interface enables easy onboarding,
centralised visibility into game performance, and simplified
control over game updates. Together, these efforts reduce
time-to-market for developers and unlock new ways to
acquire and engage users.

Social Features & Livestreaming

This year, we evolved our gaming experience into a
connected ecosystem where players across regions and
networks can watch and engage with each other in real
time. Livestreaming is no longer siloed, and users can now
view live gameplay sessions across all supported telcos,
enabling greater visibility and fostering a unified gaming
community.

We also extended real-time control sharing to work
seamlessly across telcos and geographies. Players can now
pass control of an ongoing session to others, regardless of
network or region, allowing for collaborative and assistive
play across previously disconnected user groups.

These enhancements have helped increase the visibility
of engaging gameplay streams by over 2x, creating more
opportunities for discovery and participation.

Premium News & Magazine Aggregator Platform

We also identified a market gap through close collaboration
with leading telcos in developed markets, centred on the
fragmented content experience spread across multiple
apps, logins, and costly premium sources. To address
this, we developed a unified premium content hub that
integrates directly into telco customer touchpoints, giving
millions of subscribers frictionless access to premium and
personalised content. The platform offers one subscription
for premium news from hundreds of newspapers, an
extensive eNewspaper and eMagazine catalogue, live news
and sports scores, AI-driven personalised feeds, localised
news streams, and multi-format content including video,
audio, curated newsletters, and podcasts, all within a single,
beautifully designed interface that helps telcos boost
engagement, reduce churn, and create new subscription
revenue streams.

Native Apps

As part of our effort to extend platform reach, we
developed a way to deliver native-like apps across mobile
and TV platforms using our existing web-based technology.
This gives us the ability to launch full-featured applications
on Android, iOS, and Smart TVs with minimal additional
effort.

These apps retain the responsive design and dynamic
content of our core platform, while offering platform-

specific enhancements such as deep linking, offline
behaviour, and better integration with device features.
This approach has reduced the time and effort required
to support new device ecosystems by nearly 60% while
maintaining consistency across platforms.

CORPORATE SOCIAL RESPONSIBILITY

The Board of directors, pursuant to recommendation of
the Nomination and Compensation Committee, dissolved
the Corporate Social Responsibility Committee w.e.f May
14, 2024 considering the CSR spent was less than the
threshold of 50 lakhs stipulated under Section 135(9) of the
Companies Act, 2013 in FY'24 and FY'25. Hence, functions
of CSR Committee shall be discharged by the Board of
Directors for the time being.

OnMobile currently supports Sankara Eye Foundation, India,
which works in the space of eliminating curable blindness,
and VAANI, which works in the space of communication
and enablement of hearing-impaired kids in remote parts
of Karnataka. In the fourth year of our partnership with
Sankara, we supported in setting up Antares Corneal
Topographer at Sankara Eye Hospital, Ludhiana. This will
be used in approximately 2500 free surgeries every year.

We are happy to support Sankara Eye Foundation in
setting up Antares Corneal Topographer at Sankara
Eye Hospital, Ludhiana. VAANI, while continuing their
awareness, education and detection programs in Tumkur,
started a dedicated Teacher Training Program to sensitize
Sarva Shiksha Abhiyan faculties on how to cater to children
with hearing impairment.

Particulars required to be disclosed pursuant to the
Companies (Corporate Social Responsibility Policy) Rules,
2014, are given in Annexure IV to the Board's report.

CORPORATE GOVERNANCE

The Company is committed to the highest standards of
corporate governance. The Company meets the standards
and guidelines set by the Securities and Exchange Board
of India on corporate governance and has implemented
all the stipulations prescribed. A detailed report on
Corporate Governance as stipulated under Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part
of the Annual Report. Certificate(s) from Parameshwar
G. Hegde of M/s. Hegde & Hegde, Company Secretaries,
confirming compliance of conditions of Corporate
Governance as stipulated under the aforesaid Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to
the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Part B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management

Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

OnMobile is not included in the list of top 1000 companies
of National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE) as per the market capitalization as on
March 31, 2025.

However, the Company has prepared Business Responsibility
and Sustainability Report on a voluntary basis in line with
the format suggested by Securities and Exchange Board
of India vide Circular No. SEBI/HO/CFD/CFDSEC-2/P/
CIR/2023/122 dated July 12, 2023, which is annexed to this
Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment

Ajai Puri was appointed as an Independent Director for a
period of five years w.e.f. April 25, 2024 to April 24, 2029. His
appointment was approved by the shareholders by passing
special resolution through postal ballot on June 19, 2024.

Shimi Shah was appointed as an Independent Director for a
period of five years w.e.f May 03, 2024 to May 02, 2029. Her
appointment was approved by the shareholders by passing
special resolution through postal ballot on June 19, 2024.

Change in designation of Franpois-Charles Sirois, Executive
Chairman as 'Executive Chairman and Chief Executive
Officer (CEO)' on his appointment as CEO w.e.f March 07,
2024 for remaining period of his existing tenure till October
31, 2024.

Franpois-Charles Sirois was reappointed as 'Executive
Chairman and CEO' of the company for a perioed of five
years w.e.f November 01, 2024 to October 31, 2029. His
appointment was approved by the shareholders at the
Annual General Meeting of the Company held on September
25, 2024.

Frederic Lavoie was appointed as Non Executive Non
Independent Director w.e.f. July 09, 2024. His appointment
was approved by the shareholders at the Annual General
Meeting of the Company held on September 25, 2024. He is
liable to retire by rotation.

Radhika Venugopal was appointed as an Additional
Director w.e.f March 27, 2025 for a period of two years.
Further based on the recommendation of Nomination and
Compensation committee, Board appointed her as Whole
time Director designated as 'Whole time Director & Chief
Financial Officer' w.e.f May 20, 2025 upto March 26, 2027,
liable to retire by rotation, subject to shareholders approval
sought through postal ballot process.

Re-appointment

Pursuant to the provisions of Companies Act, 2013, Frederic
Lavoie, Non Executive Non Independent Director is liable to
retire by rotation at the ensuing Annual General Meeting
and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 149 of Companies Act,
2013, Paul Lamontagne was appointed as an Independent
Director for a period of 5 years i.e. from December 17, 2020
to December 16, 2025 at the AGM 2021. Since his first
tenure is getting completed, it is proposed to re-appoint
him as an Independent Director of the Company for further
period of five years at the forthcoming AGM.

Resignation

Sanjay Kapoor resigned from the position of Independent
Director of the Company w.e.f. April 09, 2024.

Steven Fred Robert resigned from the position of Non
Executive Non Independent Director w.e.f. July 09, 2024.

Geeta Mathur resigned from the position of Independent
director of the Company w.e.f December 31, 2024.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

In terms of provisions of Section 139, 141, 142 of the
Companies Act, 2013 and the rules made thereunder M/s.
BSR & Co. LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022) were re-appointed as Statutory
Auditors of the Company for second term of five consecutive
years by the shareholders at 22^nd AGM held on September
22, 2022, to hold office until conclusion of the 27th Annual
General Meeting to be held in calendar year 2027.

The statutory auditors have confirmed that they are eligible
and are not disqualified for appointment under Companies
Act 2013.

The requirement for ratification of appointment of auditors
by the members at every AGM is done away with vide
Ministry of Corporate Affairs notification dated May 07,
2018.

Internal Auditors

M/s. Ernst and Young, LLP have carried out Internal Audit
of the Company for the financial year 2024-25.

Secretarial Auditors

The Secretarial Audit Report issued by Parameshwar G
Hegde of M/s. Hegde & Hegde, Company Secretaries
for FY25 is annexed as Annexure VI to this Report. The
Secretarial Auditor's Report to the Members does not
contain any qualification or reservation which has any
material adverse effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A &
other applicable provisions of the SEBI Listing Regulations
read with Section 204 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Audit Committee and the Board of Directors
at their respective meetings held on May 19, 2025 and May
20, 2025 respectively have approved & recommended for
approval of Members, appointment of M/s. Hegde & Hegde
Company Secretaries (Reg No. FCS 1325/C.P.NO : 640) for
a term of five (5) consecutive years, to hold office of the
Secretarial Auditor for the Financial Year 2025-26 upto
Financial Year 2029-30.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

Further, pursuant to above said SEBI circular, listed entities
shall additionally, on an annual basis, require a check by
the Practicing Company Secretary on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued
thereunder, consequent to which the Practicing Company
Secretary shall submit a report to the listed entity in the
manner specified in this circular. The Company has obtained
annual secretarial compliance report from Parameshwar G
Hegde of M/s. Hegde & Hegde, Company Secretaries for
the financial year ended March 31, 2025, and same has been
submitted to the stock exchanges within the stipulated
time.

Cost Audit

The Company is not required to maintain cost records as
per sub-section (1) of Section 148 of the Companies Act,
2013.

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks
or disclaimers made by Statutory Auditors of the Company
in the Audit Report and by the Secretarial Auditor in the
Secretarial Audit Report for the financial year ended March
31, 2025.

Details in Respect of Frauds Reported by Auditors Under
Sub-Section (12) of Section 143 other than those which are
Reportable to the Central Government

The Auditors of the Company have not reported any fraud
as specified under the second proviso of Section 143(12)
of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in
force) other than those which are reportable to the Central
Government.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
directors, to the best of their knowledge and belief, confirm
that:

i. In the preparation of the annual accounts, the

applicable accounting standards have been followed
along with proper explanation relating to material
departures.

ii. They have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period.

iii. They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going
concern basis.

v. Internal financial controls have been laid down, and
they were adequate and operating effectively.

vi. Proper systems to ensure compliance with the
provisions of all applicable laws have been devised
and such systems were adequate and were operating
effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met Eight (8) times during the financial year
2024-25 , viz., May 14, 2024, June 27, 2024, July 31, 2024,
September 24, 2024, November 11, 2024, November 29,
2024, February 04, 2025 and March 15, 2025. The maximum
interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had six Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Investment Committee

6. Fund raising Committee

Details of all the Committees, along with their charters,
composition and meetings held during the year, are
provided in the "Report on Corporate Governance” as part
of this Annual Report.

BOARD INDEPENDENCE

The Company has received necessary declarations from
each of the Independent Directors of the Company under
Section 149(7) of the Companies Act 2013, that the
Independent Director meet the criteria of independence laid
down in Section 149(6). The definition of 'Independence' of

Directors is derived from Regulation 16(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations') and Section 149(6) of the
Companies Act, 2013. Further, the Company has received
declaration under Regulation 25(8) of Listing Regulations
from each Independent Director of the Company.

Based on the confirmation / disclosures received from
the Directors and on evaluation of the relationships
disclosed, as on March 31, 2025, the following non-executive
Directors are independent in terms of the aforesaid Listing
Regulations and Section 149(6) of the Companies Act, 2013:

a. Paul Lamontagne

b. Ajai Puri

c. Shimi Shah

In the opinion of the Board, all the Independent Directors
fulfill the said conditions as mentioned in Section 149(6)
of the Act and SEBI LODR and are independent of
the Management and possess the requisite integrity,
experience, expertise and proficiency required to fulfill their
duties as Independent Directors.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION

The Nomination and Remuneration Policy of the
Company on Directors' appointment, term/ tenure,
evaluation, retirement and remuneration, including
criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided
under sub-section (3) of Section 178, is placed on the
website of the Company at the below link:

https://www.onmobile.com/sites/default/files/cg_policy/

Nomination_and_Remuneration_Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis, which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

No loans and guarantees given and the investments made
pursuant to Section 186 of the Companies Act, 2013 during
the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars of contracts or arrangements with related
parties referred to in Section 188(1), as prescribed in Form
AOC - 2 of the rules prescribed under Chapter IX relating

to Accounts of Companies under the Companies Act, 2013,
are appended in Annexure II to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

The Company, being a service provider organization, most
of the information as required under Section 134(3)(m) read
with Companies (Accounts) Rules, 2014 is not applicable.
However, the Company endeavours to effectively utilize
and conserve energy by using improved technology in its
infrastructure such as lighting and paper usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(In ' Million)

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future. Details
of pending litigations and tax matters are disclosed in the
financial statements.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has constituted
a Risk Management Committee. The purpose of the risk
management committee shall be to assist the Board with
regard to the identification, evaluation and mitigation of
internal and external risks specifically faced by the Company,
in particular including financial, operational, strategic,
sectoral, sustainability (particularly Environmental, Social,
Governance related risks), information, cyber security risks.
The Committee has overall responsibility for monitoring
and approving the risk policies and associated practices of
the Company.

The Company has formulated a risk management policy to
facilitate setting up a framework for risk assessment and
minimization procedures. A copy of the risk management
policy is placed on the website of the Company at the
below link: https://www.onmobile.com/sites/default/files/
cg_policy/Risk_Manaqement_Policy.pdf

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India.

VIGIL MECHANISM

The Company has established a Whistle Blower Policy
for every stakeholder including employees, Directors and
any other person to report their concern with regard to
any issue in which they believe to be or being conducted
inconsistent with applicable laws, rules and regulations and
policies. The details of the same are explained in the Report
on Corporate Governance.

INTERNAL COMPLAINTS COMMITTEE

The Company is in compliance with provisions relating to
the constitution of Internal Complaints Committee (ICC)
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company has in place an Anti-Sexual Harassment Policy in
accordance with the said Act.

Internal Complaints Committee was constituted by the
Company for redressal of complaints for the specified
workplace. The Committee comprises of the following:

• Presiding Officer - Presiding Officer is a woman
employee

• Advisor - The committee also has an external member
(woman) who is familiar with issues relating to sexual
harassment

• Committee Members -The committee comprises of
60% women and 40% men

• Office of Internal Complaints Committee - The
office is responsible for managing the Committee's
operations

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and Rules made
thereunder. Details of complaints during the year:

EVALUATION OF PERFORMANCE OF BOARD/
COMMITTEES/INDIVIDUAL DIRECTORS AND

CHAIRPERSON

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Board has carried out an annual
evaluation of performance.

Nomination and Compensation Committee specified that

(i) the Board Evaluation process for FY 2024-25 should
be carried out internally by the Board of Directors and (ii)
recommended the criteria for evaluation at different levels
in the form of Survey questionnaires in alignment with
'Guidance Note on Board Evaluation' issued by Securities
and Exchange Board of India.

Survey questionnaires were circulated to all the Board
members with set of questions to assess the performance
under each of the following categories:

(i) The Board as a whole

(ii) Various Committees of the Board

(iii) Independent Directors / Non - Independent Directors
and

(iv) Chairperson of the Board.

The Board reviewed and analyzed the responses to the
questionnaire and accordingly completed the Board
evaluation process for the financial year 2024-25.

ANNUAL RETURN

As per provisions of section 92(3) read with Section 134(3)
(a) of the Companies Act, 2013, Annual return of the
company for FY 2024-25 is placed on the website of the
Company, as a part of Annual report, at the https://www.
onmobile.com/investors#additional-report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of
employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure
III to the Board's Report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent
to the Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for
inspection, and any Member interested in obtaining a copy
of the same may write to the Company Secretary.

EMPLOYEE STOCK OPTION SCHEMES

Pursuant to the provisions of Section 62(1)(b) read with Rule
12(9) of the Companies (Share Capital and Debentures)
Rules, 2014, the Company approved the following Employee
Stock Option Schemes i.e. Employee Stock Option Plan-I
2003, Employee Stock Option Plan-II 2003, Employee

Stock Option Plan-III 2006, Employee Stock Option Plan-I
2007, Employee Stock Option Plan-II 2007, Employee
Stock Option Plan-I 2008, Employee Stock Option Plan-
II 2008, Employee Stock Option Plan-III 2008, Employee
Stock Option Plan-IV 2008, Employee Stock Option Plan-I
2010, Employee Stock Option Plan-II 2010, Employee Stock
Option Plan-II 2011, Employee Stock Option Plan-I 2012
and Employee Stock Option Plan-I 2013 for granting stock

options to its employees.

All the schemes endeavour to provide incentives and retain
employees who contribute to the growth of the Company.
A summary disclosure in compliance with Companies
(Share Capital and Debentures) Rules, 2014 and Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, forms part
of this report as Annexure V and the complete details have
been disclosed under Notes to the financial statements
which form part of the Annual Report. During the year
under review, there has been no variation in the terms of
ESOP schemes and the disclosure of employee stock option
schemes is placed on the website of the Company as a
part of the Annual report at the below link: https:/www.
onmobile.com/investors

OTHER DISCLOSURES:

During the year under review:

1. There has been no change in the nature of Business;

2. The requirement to disclose the details of the
difference between the amount of the valuation done
at the time of one-time settlement and the valuation
done while taking a loan from the Banks or Financial
Institutions along with the reasons thereof, is not
applicable;

3. There were no proceedings that were filed by the
Company or against the Company, which are pending
under the Insolvency and Bankruptcy Code, 2016, as
amended, before National Company Law Tribunal or
other Courts;

4. No shares with differential voting rights and sweat
equity shares have been issued;

5. No public deposits as defined under Chapter V of the
Act have been accepted by the Company;

6. The Company has complied with the provisions of the
Maternity Benefit Act, 1961.

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express
their appreciation to the customers, shareholders,
investors, vendors and bankers who have supported the
Company during the year. The Directors place on record
their appreciation to the OnMobilians at all levels for their
contribution to the Company. The Directors would like
to make a special mention of the support/co-operation
extended by various departments of the Government of
India, particularly Central Board of Direct Taxes,
Central Board of Indirect Taxes and Customs, the
Ministry of Commerce and Industry, the Department of
Telecommunications, the Reserve Bank of India, the Ministry
of Corporate Affairs, Securities and Exchange Board of
India, BSE Limited, National Stock Exchange of India
Ltd, National Securities Depository Limited and Central
Depository Services (India) Limited and look forward to
their support in all future endeavours.

For and on behalf of the
Board of Directors

Place: Madrid, Spain Fran^ois-Charles Sirois

Date: May 20, 2025 Executive Chairman & CEO