OnMobile Global Ltd

Dear Shareholders,

The Board of Directors are pleased to present the 24th Annual Report on the business and operations of the Company together with the audited standalone and consolidated financial statements for the year ended March 31,2024.

RESULTS OF OPERATIONS FOR THE YEAR 2023-24

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2023-24 is as follows:

(In Rs. Million)

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW Standalone Financials

During 2023-24, the Company recorded net revenue of Rs. 1,671.11 million, as compared to Rs. 2,105.57 million in 202223. The Profit after tax of the Company is Rs. 29.07 million in 2023-24 as compared to Rs. (20.80) million in 2022-23. The diluted Earnings Per Share (EPS) is Rs. 0.27 per share in 2023-24 as compared to Rs. (0.20) per share in 2022-23.

Consolidated Financials

During 2023-24, the Company recorded consolidated net revenue of Rs 5,132.40 million, as compared to Rs. 5,251.65 million in 2022-23. The consolidated Profit after tax of the Company for the year 2023-24 is Rs. 153.16 million as compared to Rs. 67.88 million in 2022-23. The consolidated diluted Earnings Per Share (EPS) for the year 2023-24 is Rs 1.43 per share as compared to Rs. 0.63 per share in 2022-23.

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/Div idend Distribution Policy.pdf

Liquidity

As on March 31,2024, the Company had liquid assets, including investments in fixed deposits, mutual funds and nonconvertible debentures of Rs. 636.69 million.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company allotted 199,466 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 31,2024, stands at Rs. 1,062,142,870.

SIGNIFICANT EVENTS: 2023-24

In fiscal year 23-24, our primary focus has been towards solidifying our reputation as a mobile gaming-first company while venturing into untapped markets. With a strong presence in over 66 countries and over 100 live customers, our mobile gaming business has seen remarkable traction, particularly in Asia and Africa, which account for over 50% of our customers. Notably, LATAM, Europe, and the Middle East collectively account for over 30%. These achievements in the mobile gaming industry are a testament to our commitment to innovation and customer satisfaction.

Challenges Arena

In the dynamic realm of digital entertainment, Challenges

Arena is making significant strides through innovation and expansion. Embracing user preferences, CA introduced a sleek Dark Mode UI, enhancing aesthetics while reducing eye strain. Leveraging the growing potential of advertising revenue, it implemented robust ad monetization strategies, seamlessly integrating ads into its platforms. Recognizing the booming popularity of esports, it invested in partnerships and tournaments, solidifying its position in the competitive gaming scene.

With deployments in 28 new locations in FY'24 and expanding its presence to 44 countries, CA deepened its engagement with global audiences. Sporting 5.47 million active subscribers and witnessing a 277% surge in-game plays, it continues to captivate and retain a loyal following. Positioned at the forefront of innovation and expansion, CA is shaping the future of digital entertainment with its focus on user experience, monetization, and global reach.

ONMO

This past year marked significant achievements for ONMO, showcasing remarkable expansion and innovation. Starting the year with 4 telcos, we have successfully expanded to 30 by March 2024, with an active subscriber base of 1.28 million, which is a testament to our growing appeal and strategic outreach. Our geographical footprint broadened impressively with new markets in Latin America, Southeast Asia, and Europe while further strengthening our presence in the Middle East and Africa. This expansion reflects our commitment to making ONMO a global leader in the gaming industry.

Our product roadmap evolved significantly in 2023, enhancing social gaming experiences and reinforcing the core gameplay loop. This evolution ensures that players feel instantly rewarded for their engagement, enhancing player satisfaction and loyalty. A major highlight of the year was the rollout of a completely revamped user interface, embodying ONMO as a premium and cutting-edge gaming service. This new UI not only enriches the user experience but also aligns with our vision of market leadership.

Technologically, we have made substantial advancements. We optimized our streaming technology for better performance in low-quality network conditions and expanded our server deployments in strategic locations such as Kenya, South Africa, Spain, and the UAE. This enhancement is complemented by our capability to deliver HD streaming over 5G networks, setting a new standard for excellence in mobile gaming.

ONMO continues to push the boundaries of innovation, ensuring that we not only meet but exceed the expectations of our users and stakeholders.

Gamize

Gamize has gained significant traction across industries, with a global user base exceeding 4.7 million engaged users and 1.5 million repeat users. Through contextual gamification campaigns, customers are seeing improved engagement rates and user retention. We are excited about Gamize's boundless potential to redefine user engagement and create truly immersive experiences for businesses across industries.

Tones

Tones continues to demonstrate remarkable growth and resilience in the digital subscription landscape, boasting subscriber base of 57 million across 35 telcos globally. In FY24, Tones witnessed a significant uptick in its digital subscriber base, experiencing a remarkable 12% surge to 1 million within the same period.

Simultaneously, enhancements have been made to the toneplaying experience by embedding Pre-RBT prompts during tone playback, allowing users to copy tunes after listening.

This signifies a heightened level of engagement and loyalty among Tones' digital subscriber base, reflecting positively on the product's user experience, content offerings, and customer satisfaction initiatives. Amidst evolving market dynamics and intensifying competition, Tones remains poised for continued growth and success, underpinned by its expanding subscriber base, improving ARPU, and enhanced subscriber retention metrics.

Videos & Editorials

In a bid to elevate customer satisfaction and streamline service operations, we have rolled out a series of enhancements to Emocion's offerings. These innovations underscore OnMobile's unwavering commitment to service excellence and efficiency in catering to user needs. This innovative approach has led to an impressive 11% reduction in churn rate. Moreover, active subscriber numbers have surged by 4.3%, reaching 423K subscribers, showcasing our commitment to enhancing user experiences and driving sustained growth. These initiatives solidify Emocion's position as a leader in digital content aggregation, which is marked by innovation, efficiency, and customer-centricity.

GPTW

We are proud to announce our re-certification as a Great Place to Work for the second consecutive time, reaffirming the strong trust and camaraderie among our colleagues and employees.

Great Place to Work? conducts extensive surveys of millions of employees and evaluates numerous top workplaces worldwide. The survey evaluates organizations based on key dimensions, namely Pride, Credibility, Fairness, Trust, and Camaraderie. According to the survey results, our employees exhibit a strong sense of pride and camaraderie, reflecting a supportive and inclusive workplace culture where they feel deeply connected to our company's mission and values.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2024, the Company has thirty-three (33) subsidiary companies and one (1) associate company.

On 9th May 2023, there was a change in the name of the subsidiary - Appland AB to ONMO Sweden AB.

On 1st April 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 Madagascar Telecom Limited (Subsidiary)- closed w.e.f. 18th August 2023

2. OnMobile Portugal SGPS, Unipessoal LDA (Subsidiary) - closed w.e.f. 25th June 2021

3. Quebec, Canada (Branch of ONMO, Inc) - closed w.e.f. 21st December 2023

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 Italy SRL (effective date of change is 1st April 2023)

2. OnMobile Global South Africa (RF) (PTY) Limited (effective date of change is 1st Feb 2024)

3. OnMobile South Africa Technologies (PTY) Ltd. (effective date of change is 1st Feb 2024)

4. ONMO Sweden AB (effective date of change is 27th Nov 2023)

Similarly, there have been changes in the branch office address of OnMobile Global Limited, Dubai (effective date of change is 23rd May 2023) and OnMobile Global Limited, Sri Lanka (effective date of change is 14th December 2023)

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 2023-24 and the date of this report affecting the financial position of the Company.

OPERATIONAL EFFICIENCY

We continue to leverage automation, enhanced by artificial intelligence, to improve operational efficiency. At the core of our automation initiatives is the proprietary tool OARM (OnMobile Automation and Release Management). We have achieved a rollout coverage of 90% via OARM, significantly reducing the time and effort required for patch rollouts, security updates and system upgrades. This year, we have broadened OARM's capabilities to include workflow automation, complemented by the integration of AI tools. This expansion has notably augmented the efficacy and breadth of our Robotic Process Automation (RPA) suite, which was established last year within the OARM ecosystem.

This year as well, OnMobile was re-certified as an ISO 27001:2013 company after a successful external audit done by DNV.

RPA for various Workflows

Our in-house developed Robotic Process Automation (RPA) suite has seen a significant expansion in both scope and efficiency. In the previous year, we had implemented RPA for Level 1 and Level 2 ticket resolutions. The automation coverage has impressively increased from 12% to 60% within this year, effectively saving the equivalent of 96 hours of manual effort per day.

The RPA Suite has now been extended to certain invoice processing workflows through the integration of AI tools, leading to a marked reduction in processing times and errors, enhancing compliance, and substantially diminishing the need for manual intervention.

Additionally, the application of RPA in Call Detail Record (CDR) reconciliation has yielded considerable improvements in key performance indicators (KPIs), underscoring the transformative impact of RPA across our operations.

Stack Improvements

In our continuous effort to enhance operational efficiency, security, and to address technical debt, we have undertaken the modernization of several legacy technology stacks. These improvements include the introduction of support for multitenancy, the integration of advanced observability features, strategic version upgrades, and proactive feature pruning. These modifications are pivotal in ensuring our technology infrastructure is robust, scalable, and ready for future advancements.

Our efforts towards automation and tools have yielded positive results in terms of reducing turnaround time, increasing productivity, and improving the quality of our software releases. We will continue to focus on automation and tools to achieve operational efficiency and maintain the highest standards of information security.

CORPORATE SOCIAL RESPONSIBILITY

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 third year of our partnership with Sankara, we supported in setting up Operating Microscope for Community Operation Theatre at Sankara Eye Hospital, Kanpur. This will be used in approximately 2500 free cataract surgeries every year.

We are happy to support Sankara Eye Foundation in Operating Microscope for Community Operation Theatre. 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.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee charter and the CSR Policy of the Company are available on the website at the below link:

https://www.onmobile.com/sites/default/files/cg policy/Cor porate Social Responsibility Policy v1.pdf

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.

However, 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'23 and FY'24. Hence, functions of CSR Committee shall be discharged by the Board of Directors for the time being.

RESEARCH AND DEVELOPMENT

Platform and technology

AI Initiative:

This year marked a significant turning point for our organization as we began to harness the transformative potential of Artificial Intelligence, particularly Generative AI (Gen AI), to drive innovation and efficiency across our operations. Over the past year, our focus was on discovery, evaluation, and experimentation with AI technologies, leading to promising early successes. We identified around 25 use cases across various functions where AI could add substantial value. Among these, several use cases were successfully implemented, demonstrating the practical benefits of AI integration. Notably, we augmented our internally developed Robotic Process Automation (RPA) framework with Computer Vision capabilities, enabling the automation of a bill processing and claims workflow within our finance department. Furthermore, we leveraged open-source diffusion models to automate asset creation for our gaming platforms, significantly reducing production time and enhancing creative outputs.

Additionally, we also experimented with a AI enabled developer productivity tool called, Github copilot, achieving a 12% productivity enhancement for developers. These initiatives are laying the groundwork for broader AI adoption, positioning us to capitalize on the full spectrum of opportunities that AI offers.

ONMO R&D

AI-driven Dynamic User Avatars and Icons

• Implemented cutting-edge AI algorithms to autonomously generate dynamic user avatars and icons, significantly reducing reliance on manual design efforts

• This innovative approach not only saves valuable designer time but also ensures a consistent and visually appealing user experience across the platform

• By leveraging AI, we streamlined our design processes, allowing our team to focus on more creative and strategic tasks, ultimately enhancing end-user satisfaction

Core Gamification Loop and User Engagement Features

• Developed a robust core gamification loop integrating advanced features such as achievements, global leaderboards, XP progression, and skill-based battles

• This comprehensive gamification strategy is designed to maximize user engagement and retention, driving a deeper level of interaction and investment from our user base

• Implemented an event processing system to track user actions and behaviours, enabling personalised experiences and event-based rewards that incentivize continued participation

• These dynamic features enrich the user experience and foster a sense of community and competition, leading to increased user loyalty and platform stickiness

Infrastructure Automation and Data-Driven Insights

• Utilized Terraform for infrastructure automation, facilitating rapid onboarding of new customers and reducing time-to- market for new features and updates

• Implemented an ETL pipeline to extract, transform, and load data, enabling real-time insights into user behaviour and preferences

• Leveraging these data-driven insights, we have been able to tailor our gamification features to align with user interests and trends, driving higher engagement and conversion rates

• This streamlined infrastructure and data analytics approach optimizes operational efficiency and empowers data- informed decision-making, leading to continuous improvement and cost savings.

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 form 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, 2024.

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/CMD-2/P/CIR/2021/562 dated May 10, 2021, which is annexed to this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

Radhika Venugopal was appointed as Chief Financial Officer of the Company w.e.f April 1, 2024.

Francois Charles Sirois, Executive Chairman was appointed as Chief Executive Officer and re-designated as 'Executive Chairman and Chief Executive Officer' of the Company with effect from March 07, 2024.

Ajai Puri was appointed as an additional director of the Company w.e.f April 25, 2024 and recommended to be appointed as an Independent Director of the Company at the upcoming AGM or through Postal Ballot process to hold office for a period of five years.

Shimi Shah was appointed as an additional director of the Company w.e.f May 3, 2024 and recommended to be appointed as an Independent Director of the Company at the upcoming AGM or through Postal Ballot process to hold office for a period of five years.

Re-appointment

Pursuant to the provisions of Companies Act 2013, Francois Charles Sirois retires by rotation as Director at the ensuing AGM and being eligible, seeks re-appointment.

Resignation

Asheesh Chatterjee resigned from the position of Chief Financial Officer of the Company w.e.f. March 31, 2024.

Sanjay Baweja, resigned from the position of Managing Director and Global CEO of the Company w.e.f. March 6, 2024.

Sanjay Kapoor resigned from the position of Independent Director of the Company w.e.f. April 9, 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 22nd 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 2023-24.

Secretarial Auditors

The Board of Directors of the Company had appointed Parameshwar G Hegde of M/s. Hegde & Hegde, Company Secretaries to conduct the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year ended March 31, 2024.

Secretarial Audit Report for the financial year ended March 31, 2024, obtained pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is appended as Annexure VI.

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, 2024, and same has been submitted to the stock exchanges within the stipulated time.

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 31,2024.

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 Six(6) times during the financial year 2023-24, viz.,May 29, 2023, August 07, 2023, November 06, 2023, January 29, 2024, February 08, 2024, and March 06, 2024. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31,2024, the Board had six Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee*

5. Risk Management Committee

6. Investment 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.

*However, the CSR Committee was dissolved w.e.f. May 14, 2024 as described elsewhere in this 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, 2024, the following non-executive Directors are independent in terms of the aforesaid Listing Regulations and Section 149(6) of the Companies Act, 2013:

a) Sanjay Kapoor

b) Geeta Mathur

c) Paul Lamontagne

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/No mination 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

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/Ris k Management 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.

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 have been disclosed 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

The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Report on Corporate Governance of this Annual report.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/INDIVIDUAL DIRECTORS AND CHAIR PERSON

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 2023-24 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 ofthe 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 2023-24.

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 2023-24 is placed on the website of the Company, as a part of Annual report, at the link

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.

DEPOSITS

The Company has not accepted deposits during the year under review falling within the purview of Section 73 of the Companies Act, 2013 and the Rules thereunder.

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 I 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

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, 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.