Dear Shareholders,

The Board of Directors are pleased to present the 23^rd 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, 2023.

Summary of the operations of the Company on standalone basis and consolidated basis for the financial year 2022-23 is as follows:

(In Million)

During 2022-23, the Company recorded net revenue of 2105.57 million, as compared to 1,981.93 million in 2021-22. The Profit after tax of the Company is (20.80) million in 2022-23 as compared to 156.35 million in 2021-22. The diluted Earnings Per Share (EPS) is (0.20) per share in 2022-23 as compared to 1.47 per share in 2021-22.

During 2022-23, the Company recorded consolidated net revenue of 5,251.65 million, as compared to 5,195.44 million in 2021-22. The consolidated Profit after tax of the Company for the year 2022-23 is 67.88 million as compared to 324.56 million in 2021-22. The consolidated diluted Earnings Per Share (EPS) for the year 2022-23 is 0.64 per share as compared to 3.05 per share in 2021-22.

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

As on March 31, 2023, the Company had liquid assets including investments in fixed deposits, mutual funds and non-convertible debentures of 864.22 million.

During the year under review, the Company allotted 412,748 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, 2023 stands at 1,060,148,210.

Our focus in FY 22-23 has been to transition into a leader in cutting-edge Mobile gaming and entertainment. With the evolving digital ecosystem, mobile gaming taking the lion's share in the global entertainment sector, and the demand for immersive and interactive gaming experiences growing rapidly, we continued to expand our business worldwide with new and retained deals and diversified into new products and channels.

Our newly launched gamification platform is set to become a powerful tool to enhance user engagement and foster customer loyalty for enterprises and SMBs, helping OnMobile wade into new territories and industries other than Telcos.

The steady growth of Challenges Arena led to the successful onboarding of 42 Operators last year and has increased significantly to 54 operators to date. Over the past financial year, several major features were launched that were instrumental in acquiring new customers and enhancing their overall user experience with a thrilling and immersive gameplay experience that's unrivalled in the market. Our revamped UI has effectively addressed previous user experience issues and boasts an aesthetically pleasing interface. We have also expanded our offerings to include Fantasy Cricket, Fantasy Predict and Win, all of which have gained significant the market. Furthermore, our Trivia content has seen substantial growth, with a 25% addition in content last year. This expansion has allowed us to offer more diverse and engaging content to our users, ultimately resulting in increased customer satisfaction.

Since its rollout in August 2022 with Telcos, ONMO has partnered with one operator in India, and three more in Africa, the Middle East, and Asia respectively. Driven by considerable interest from Telcos due to its strong 5G proposition, we plan to launch ONMO with over 45 customers worldwide in this fiscal year. With its captivating gameplay, seamless user experiences, and a solid foundation for future gaming meta-layers, ONMO firmly establishes itself as a hub for community and competition. The product is ever-evolving driving short and long-term engagement, and the content library is constantly expanding, boasting over 1000s of moments from 100s of games. Our carefully curated selection of titles, including fan favourites like Subway Surfer, Hitman Sniper, Tiles Hop EDM, Racing Extreme, Lara Craft Go, OK Golf, and many more, averaging a remarkable rating of 4.4+, promises diverse entertainment options propelling us towards an innovative future exceptional gaming experiences.

The expansion of our knowledge of mobile gaming led to the birth of Gamize, a gamification platform that will revolutionize the way businesses engage with their users. By leveraging the power of immersive gaming experiences, Gamize will enable companies to create vibrant and interactive communities, driving increased user participation and loyalty. We are thrilled to announce that Gamize has successfully launched its first deployment in Banglalink, Bangladesh. With Gamize, we offer pricing model based on the number of users, ensuring scalability and flexibility for our valued clients. We are excited about its potential to transform user engagement and create immersive experiences.

Several developments in the RBT (Ring Back Tone) services have made RBT available in Oman through Omantel, in the Democratic Republic of Congo with Vodacom, in Bangladesh with Banglalink, and in Vodacom Mozambique through RBT

PWA. We've also launched our RBT service in VF Egypt. In addition, we're proud to unveil our newly developed Artist Portal, a derivative of our popular Tones product suite, which has made its debut in Vodacom South Africa, featuring three incredibly talented and sought-after local artists. These launches mark yet another milestone in our commitment to delivering innovative and immersive mobile experiences to users worldwide.

Football, and

Videos & Editorials traction in

Videos & Editorials' focus was on delivering an exceptional customer experience and actively addressing their concerns with new initiatives introduced to enhance customer satisfaction and reduce complaints throughout the financial year. The revamp of the service's UI/UX led to a significant increase in monthly active users (MAU). Additionally, steps were taken to address user complaints, bolstering trust and protection against fraudulent activities. By expanding self-service options, customers can now conveniently address their queries independently. These strategic actions reflect a strong commitment to providing an improved customer experience while effectively

OnMobile India achieved the coveted status of ‘Great Place to Work' (GPTW) for FY 2022-23. Great Place to WorkR, present in over 60 countries globally, studies the work culture of over 10,000 organizations every year. The survey measures organizations on dimensions like Credibility, Fairness, Trust, Pride and Camaraderie. The survey results indicated that our defined by employees have a fair sense of pride and camaraderie, taking the organization on its journey of building a High-Trust, High-

Performance Culture.

As on March 31, 2023, the Company has thirty-five (35) subsidiary companies and One (1) associate company. During the year 2022-23, in OnMobile Global South Africa (RF) (Pty) Ltd ("OnMobile South Africa') there was a requirement to dilute 12.28% shareholding to a local shareholder to implement

Level 4 BBBEE certification in South Africa. Accordingly,

OnMobile South Africa issued 14 convertible B ordinary shares to the local shareholder in South Africa. Thereby, the current shareholders of OnMobile South Africa are as follows: (i) OnMobile Global Limited - 87.72% & (ii) local shareholder in South Africa - 12.28%.

The following subsidiaries/branch offices of OnMobile Global

Limited were closed during the year: year

1. OnMobile Ghana Telecom Limited (Subsidiary)- closed w.e.f. 11^th April 2022

2. OnMobile Global Limited Colombia SAS (Subsidiary) - closed w.e.f. 7^th July 2022

3. OnMobile Global Limited, Italy (Representativeoffice) year 2022-23, we closed w.e.f. 8^th August 2022

4. OnMobile Telecom (SL) Limited (Subsidiary)- closed w.e.f.

19^th August 2022

5. OnMobile Global Limited, Agencia En Chile (Branch)- closed w.e.f. 24^th November 2022

6. OnMobile Global Limited, Ecuador (Branch) - closed w.e.f.

15^th December 2022

7. OnMobile Limited Sucursal Peruana (Branch) - closed w.e.f.

16^th December 2022

8. OnMobile Global Limited, Cyprus (Branch) - closed w.e.f.

21^st March 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 forms 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

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 the 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

During the year under review, below subsidiary of the Company was shifted to a new address.

1. OnMobile Costa Rica OBCR, SA (effective date of change is 22^nd July 2022)

Similarly, there has been a change in the office address of OnMobile Global Italy SRL effective 1^st April 2023.

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

There have been no material changes for the period between endofthefinancial-23 and the date of this report affecting the financial position of the Company.

As part of our continual service improvement measures for the financial focused on automation and tools to achieve operational efficiency. Our efforts have been centered on improving our in-house automation and management tools to reduce overheads and increase productivity.

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

The mainstay of Automation efforts has been an in-house developed automation and managed tool named OARM

(OnMobile Automation and Release Management). Till last year, the main focus of OARM has been 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 expanded the scope of OARM to automate and assist, testing, issue resolution, configuration & provisioning.

We have developed and deployed an inhouse developed RPA (Robotic Process Automation) solution to resolve L1L2 tickets. This has helped us reduce the manual effort required for handling tickets and has enabled faster resolution of customer issues. The solution is currently handling 12% of generated tickets, and we are planning to enhance this to 30% in the next 6 months.

We have also rolled out an automated Integration Testing (IT) suite on top of OARM backbone. This automated test suite will save the time and effort in integration testing of our billing platform and consequently help fast track the go-live of many business-critical products. of the Company

As part of our security initiatives, we have rolled out an automated and periodic VA for our business-critical products.

The discovered vulnerabilities are automatically categorized by their severity and fed back to the engineering and QA teams for fixing and rollout as per the defined SLA.

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 information security.

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 second year of our partnership with Sankara, we supported their Ludhiana and Anand units in purchasing of equipment to build capability.

We are happy to support Sankara Eye Foundation in purchase of equipment to detect Pediatric Glaucoma and to build surgical capabilities. 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/ Corporate_Social_Responsibility_Policy.pdf ation. These servers areconfigur 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.

OnMobile has successfully undergone recertification for ISO

27001:2013 in June 2022. As part of our continuous improvement in information security, we have been implementing industry standard processes, tools, and frameworks to capture, analyze, implement, and validate security aspects.

Last year, we deployed a stack that helped us improve the quality of our software releases and increase productivity.

This year, we have put a strong emphasis on automating all security testing to make the process more efficient and predictable. As part of this, we have rolled out an automated VA

(Vulnerability Analysis) for all critical products. A scheduled VA is carried out for all critical products on the latest build, and the report is mailed to all stakeholders for further action.

As part of our commitment to exploring innovative technologies to improve our software development process, we embarked on an experiment with Github Copilot for AI Pair Programming.

We started this experiment with 3 experimental licenses and aimed to explore the potential of this technology in reducing the time needed for writing code and improving the quality of our software development.

Our findings during the experiment have been fairly positive.

Github Copilot has often helped suggest code snippets, functions, and classes, making the development process more efficient and faster. However, we also issues, which we expect will be corrected by the tool in the coming quarters as the technology matures.

As part of our ongoing experiment, we will monitor the impact of the technology on our software development process and assess its potential for wider adoption across our organization. It may be noted that such tools are aimed at increasing the productivity of developers and not at replacing them.

Over the past year, social e-sports cloud gaming platform,

ONMO has continued to mature and deepen. Behind the streaming game capabilities lies a powerful network of servers that span the globe. Each of these servers has the ability to stream many simultaneous games, powered by a standardized architecture that can run on bare metal servers or in a cloud backed by modern GPUs that take advantage of all the graphics capabilities required to play the world's best mobile titles. This network of servers is orchestrated by a real-time monitoring system that gives us the ability to track and optimize user activity, and connect players with the fastest available server in real-time. Behind the scenes, we have also developed an automated testing system that constantly evaluates different scenarios of bandwidth, latency and network jitter in order to detect potential issues that players might encounter and adapt to optimize the experience. In addition to our global servers, we have begun working directly with our telco partners to install servers directly within their networks. This provides the ultimate speed advantage to users on their network, and gives a second to none gaming experience. Together, these capabilities add up to one of the most powerful cloud gaming platforms on the planet.

In order to bring the gaming experience to our telco partners and their subscribers, the ONMO game platform has been evolving to make it easier, faster and more efficient to add new partners and scale to meet the increasing gaming traffic. To this end, ONMO has developed a multi-tenant solution that allows using a single set of cloud resources to support many different tenants at the same time. This new structure allows us to maximize the efficiency while maintaining complete independence between the client's data and reporting. And grouping tenants by region allows us to take advantage of the best possible network speed available to the players by telco. Bringing all of our clients to a single multi-region, multi-tenant platform also allows us to bring together our gaming communities in interesting ways. For example, it becomes possible to allow users from different tenants to compete against one another in battles and competitions. This creates interesting possibilities for marketing initiatives, outreach campaigns, etc, and it allows us to continue to fulfill our mission of connecting players around the world through our gaming platform.

Our Product Development team has been working hard over the past months to make the core ONMO platform even more engaging and compelling. Over the next year we will be adding many new features for players that "gamify" the portal itself.

These enhancements include collecting experience points and "levelling up" your status; adding avatars and collectibles; adding a second currency (e.g. gems) for purchasing items in the digital store; improved invites and deep-linking; and many other enhancements. All of these new features will enhance the

"stickiness" of our platform, and will encourage players to return more frequently and invite other players to visit and sign up.

The Company is committed to maintain 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.

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 and cost of our platform resources,

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, 2023.

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.

Sanjay Baweja was appointed as Managing Director and Global Chief Executive Officer of the Company for a period of 5 years w.e.f. October 19, 2021 to October 18, 2026 at the 22^nd Annual General Meeting of the Company held on September 22, 2022

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

Gianluca D'Agostino resigned from the position of Independent Director of the Company w.e.f. closing of business hours on March 31, 2023.

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 27^th 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.

M/s. Ernst and Young, LLP have carried out Internal Audit of the

Company for the financial year 2022-23.

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, 2023.

Secretarial Audit Report for the financial year ended March

31, 2023 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

31, 2023 and same has been submitted to the stock exchanges within the stipulated time.

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, 2023.

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 for that period. iii. They have taken proper and sufficient 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 were adequate and operating vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequateandwereoperatingeffectively.

The Board met Seven (7) times during the financial viz., April 18, 2022, May 19, 2022, August 03, 2022, September 28, 2022, November 08, 2022, February 06, 2023 and March 23, 2023. The maximum interval between any two meetings did not exceed 120 days.

As on March 31, 2023, the Board had six Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee yearendedMarch

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.

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 yearandoftheprofitand lossoftheCompany Independent Director of the Company.

Based on the confirmation / disclosures for theDirectors and on evaluation of the relationships disclosed, as on March 31, 2023 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) Gianluca D'Agostino c) Geeta Mathur d) Paul Lamontagne

The Nomination and Remuneration Policy of the Company on Directors' appointment, term/ tenure, evaluation, retirement and remuneration including criteria for determining independence of a Director qualifications, 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

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.

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

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.

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.

(In Million)

There are no significant and material orders 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.

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_

Management_Policy.pdf

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

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

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.

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

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, year are provided disposedofand pending during the financial in the Report on Corporate Governance of this Annual report.

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 2022-23 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 2022-23

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 2022-23 is placed on the website of the Company, as a part ofAnnual report, at the link https://www.onmobile.com/investors.

Officer is The table containing the names womanemployee 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.

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.

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 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 which form part of the underNotestothe financial

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 Annual report at the below link: https://www.onmobile.com/investors

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 the 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.

For and on behalf of the Board of Directors

Executive Chairman

Place: Montreal, Canada

Date: May 30, 2023