.

Dear Shareholders,
 Chandramouli Janakiraman Sridar A Iyengar H H Haight Arvind Rao
1 2 3 4
Executive Director Independent Director Non-Executive Director Chairman & Managing Director

Prof. Jayanth Varma Naresh Malhotra

5 6
Independent Director Independent Director

1
3
6
2
4 5

Board of Directors
Chairman & Managing Director
Arvind Rao
Executive Director
Chandramouli Janakiraman
Non-Executive Director
H H Haight IV
Independent Directors
Jayanth Rama Varma
Naresh Malhotra
Sridar A Iyengar
Board Committees
Audit Committee
Jayanth Rama Varma
H H Haight IV
Naresh Malhotra
Investor Grievances Committee
Naresh Malhotra
Chandramouli Janakiraman
Jayanth Rama Varma
Compensation Committe
Sridar A Iyengar
H H Haight IV
Naresh Malhotra
Registered Office
No. 26, Bannerghatta Road,
J P Nagar Phase III,
Bangalore – 560 076
www.onmobile.com
Corporate Information
Statutory Auditors
Deloitte Haskins and Sells
Chartered Accountants, Bangalore
Internal Auditors
M/s. K P Rao & Co.
Chartered Accountants, Bangalore
Bankers
Kotak Mahindra Bank Limited
ICICI Bank Limited
Citibank N A
State Bank of India
IDBI Bank Limited
Punjab National Bank
Hongkong and Shanghai Banking Corporation
Chairman Bank of India
Member Canara Bank
Member
Axis Bank Limited
Standard Chartered Bank
Chairman
Member Company Secretary
Member D Srikiran
Registrar and Share Transfer Agent
Chairman
Member Karvy Computershare Private Limited
Member Karvy House, 21, Avenue - 4,
Plot No. 17 to 24, Vittalrao Nagar, Madhapur,
Hyderabad - 500 081
Phone No. 040-223420818-828
Fax No. - 040 - 23420814
21
 CEO and CFO Certification

We, Arvind Rao, Chief Executive Officer and Managing Director, and Rajesh Moorti, Chief Financial Officer of OnMobile Global Limited, to the best of
our knowledge and belief, certify that:

1. We have reviewed the balance sheet and profit and loss account (consolidated and unconsolidated), and all its schedules and notes on
accounts, as well as the cash flow statements, and the directors report;

2. Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the statements made;

3. Based on the information, the financial statements, and other financial information included in this report, present in all material respects, a
true and fair view of the Company’s affairs, the financial condition, results of operations and cash flows of the Company as of, and for, the
periods presented in this report, and are in compliance with the existing accounting standards and / or applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violative of
the Company’s code of conduct;

5. We accept responsibility for establishing and maintaining internal controls and we have evaluated the effectiveness of internal control
systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which
we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.

6. We have indicated to the auditors and the Audit Committee:

i. Significant changes in the internal control over financial reporting during the year;

ii. Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the financial
statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee
have a significant role in the Company’s internal control system over financial reporting.

7. In the event of any materially significant misstatements or omissions, we will return to the Company that part of any bonus or incentive or
equity based compensation, which was inflated on account of such errors, as decided by the audit committee;

8. We affirm that we have not denied any personnel, access to the audit committee of the Company (in respect of matters involving alleged
misconduct) and we have provided protection to ‘whistle blowers’ from unfair termination and other unfair or prejudicial employment
practices; and

9. We further declare that all board members and senior managerial personnel have affirmed compliance with the code of conduct for the
current year.

Arvind Rao, Rajesh Moorti,

CEO CFO

Date: April 30, 2009

Place: Mumbai

22
 Report on Corporate Governance

CORPORATE GOVERNANCE BOARD OF DIRECTORS

Corporate Governance is concerned with holding the balance between
economic and social goals and between individual and communal goals. The
corporate governace framework is there to encourage the efficient use of
resources and equally to require accountability for the stewardship of the
resources. The aim is to align as nearly as possible the interests of indivdual,
corporation and society - Sir Adrian Cadbury
The OnMobile Board consists of Executive and Non-Executive directors.
The Non-Executive Directors consist of eminent professionals from
Business, Finance and reputed institutions. The Company does not have
any nominee Director. As per the articles of association of the Company,
the Board can have a maximum of 12 members. Currently the Board has
6 Directors, of which the Chairman of the Board is an Executive Director.

The Company’s Report on Corporate Governance is presented herewith. Details of Board meetings held during the year
The Company’s main philosophy as detailed below is to ensure high
Date of Board Meeting Board Strength No. of directors present
accountability, transparency and to provide correct financial and
management information to the shareholders at the right time. April 30, 2008 7 7
July 31, 2008 7 6
PHILOSOPHy
October 31, 2008 6 6
The Company’s Philosophy on Corporate Governance is as under: January 30, 2009 6* 6

i. Ensure that the Board exercises its fiduciary responsibilities Mr. Hatim Tyabji was appointed as an alternate director for Mr. Haight to attend the said meeting.

Note: Mr. Vikram Kirloskar, who was a member of the Board, regsined effective August 08, 2008
towards Shareowners, thereby ensuring high accountability;

ii. Ensure that the decision making is transparent and documentary MEETINGS AND ATTENDANCE
evidence is traceable through the minutes of the meetings of the Strategic Planning and Policy Formulations are looked after by the Board.
Board/Committee thereof; The Senior Management Personnel heading respective Business Units are
iii. Ensure that the Board, the Senior Management Team, the responsible for all day-to-day operations, productivity and profitability
Compliance Officer, the Employees and all concerned are fully of their units. The board meets at least four times in a year with the
committed to maximizing long-term value to the Shareowners intervening period between two Board Meetings of not more than three
and the Company; months. The annual calendar of meetings is broadly determined at the
beginning of each year. Most Board Meetings are well attended as shown
iv. Ensure that the financial and managerial information, which below. During the year Ended March 31, 2009, the board met four times
management shares with the Board, as well as the current and on 30.04.2008, 31.07.2008, 31.10.2008 and 30.01.2009. A structured
potential investors is timely and accurate; agenda governs the meetings. Members of the Board, in consultation with
v. Ensure that the core values of the Company are protected; the Chairman may bring up any matter for consideration of the Board. All
items of major importance in the agenda are backed by comprehensive
vi. Ensure that the Company strives to achieve world class operating documentation and background information to enable the board to take
practices an informed decision. Agenda papers are circulated well in advance of
the board meeting.
Details of Directors
Attendance in Board
Other Board
Meetings
Name of Director Position Category
Attendance Directorships Indian Directorships all Committee Committee
Held Attended
in Last AGM listed Companies+ around world++ Chairmanships# Memberships#
CEO, Executive Chairman &
Arvind Rao Executive – Promoter 4 4 Present NIL 11 NIL NIL
Managing Director
Chandramouli Janakiraman Whole time director and CTO Executive – Promoter 4 4 Present NIL 6 NIL 1
HH Haight IV Director Non-Executive 4 3 Present NIL 9 NIL 1
Sridar Iyengar Director Independent 4 4 Present 2 10 3 5
Naresh Malhotra Director Independent 4 4 Present 2 11 3 8
Jayanth Varma Director Independent 4 4 Present 1 3 2 1
Vikram Kirloskar@ Director Independent 4 1 Absent 3 12 3 7

+ Excluding Directorships in OnMobile Global Limited and its subsidiaries

++Directorships in all companies around the world (listed & unlisted) including OnMobile Global Limited and its subsidiaries
#includes memberships/chairmanships of audit committees and investor grievance committees in public companies (Listed and Unlisted) including OnMobile Global Limited

@Mr. Vikram Kirloskar resigned effective from August 08, 2008

23
The details of the Board of Directors are as below:
Mr. Arvind Rao
Mr. Rao graduated with a Bachelor of Technology degree from the Indian
Institute of Technology, Mumbai, Master of Science degree from the
University of Wisconsin, Madison and a Master of Business Administration
degree from the Wharton School, the University of Pennsylvania. He has
been with OnMobile Systems Inc, our promoter, since its inception in 2000.
Prior to joining our Company, he was at Schlumberger Wireline Services
in Thailand, China and Malaysia, at McKinsey & Company in New york
and India, Private Equity Investment Manager at the Chatterjee Group in
New york and India and Managing Director Technology investments at
Gilbert Global Equity Partners in New york. He has over two decades of
experience in financial services, IT and the telecom industry. During the
year, Mr. Rao, won the award for the Start-Up Entrepreneur of the year
2008 from Ernst & young during their Tenth Entrepreneur Awards 2008.
He was appointed as Managing Director by the Board at their meeting
held on July 24, 2006 for a period of five years. Mr. Rao is on the Board
of the following other Companies:
1. RiffMobile Private Limited
2. Mobile Traffik Private Limited
3. Cellphone Entertainment (Mumbai) Private Limited
4. OnMobile Systems, Inc.
5. OnMobile Singapore Pte Limited
6. Vox mobili SA
7. Vox mobili Inc.
8. Phonetize Solutions Private Limited
9. Telisma SA
10. OnMobile Europe BV
Mr. Chandramouli Janakiraman
Mr. Mouli Raman graduated with a Bachelor of Technology degree
from the National Institute of Technology, Allahabad. He has over
20 years of experience in the software industry. He has previously served
as Associate Vice President and Head of the Internet Products Group in
Infosys Technologies Limited. In 2000, he left Infosys and co-founded
OnMobile Systems Inc. along with Mr. Arvind Rao. He was appointed
as a director by the shareholders at the AGM held on May 12, 2003.
Mr. Mouli Raman is on the Board of the following other Companies:
1. Ver se Innovation Private Limited
2. OnMobile Singapore Pte Limited
24
3. OnMobile Australia Pty. Ltd.
4. PT OnMobile Indonesia
5. Phonetize Solutions Private Limited
Mr. H.H. Haight IV
Mr. Haight graduated with a Bachelor of Science degree from the
University of California, Berkeley and a Master of Business Administration
degree from Harvard Business School. He has over 20 years of experience
in the leadership and growth of various enterprise companies. He has
previously served as Managing Director in Advent International Corp
and Chief Executive Officer in Argo Global Capital, LLC. He had retired
by rotation and was re-appointed as a non-executive Director by the
shareholders of our Company at the AGM held on August 01, 2008. Mr.
Haight is on the Board of the following other Companies:
1. OnMobile Systems, Inc.
2. Argo Global Capital, Inc.
3. Argo Holding, LP.
4. Argo Global Capital Corp.
5. Telecom Investment Inc.
6. Neural Technologies, Inc
7. NT3
8. Nostix
9. SP Industries
Prof. Jayanth Varma
Prof. Varma did his post-graduation in management from the Indian
Institute of Management, Ahmedabad (IIMA). Subsequently, he
obtained his doctorate in management from the Indian Institute of
Management, Ahmedabad. He is also a qualified cost accountant. He is
currently a Professor in Finance and Accounting at the Indian Institute of
Management, Ahmedabad. Prof. Varma was a full time Member of the
Securities and Exchange Board of India (SEBI) for a year. Prof. Varma
was the Chairman of the Group set up by SEBI to review the Revised
Carry Forward System, of the SEBI Committee on Risk Containment
Measures in the Derivatives Markets as well as of the SEBI Committee on
Employee Stock Options, of the SEBI Advisory Committee on Derivatives
and of the SEBI Group on Secondary Market Risk Management. He has
been appointed as an independent Director by the shareholders of our
Company at the AGM held on August 17, 2007. Prof. Varma is on the
Board of the following other Companies:
1. Infosys BPO Limited
2. Axis Bank Limited
Mr. Naresh K. Malhotra
Mr. Malhotra graduated with a Bachelor of Commerce degree from
St. Xavier’s College, Calcutta University. He qualified as a Chartered
Accountant in 1970. He has over 38 years of experience in India and
overseas in various companies including Imperial Chemical Industries,
Unilever, Colgate Palmolive, Bukhatir Investments, the UB Group, KPMG
and Amalgamated Bean Coffee Trading Company. He has previously
served as founding partner and Managing Director of corporate finance
in KPMG in India. He is currently an Operating Partner at Sequoia Capital
India Advisors. He has been appointed as an independent Director by
the shareholders of our Company at the AGM held on August 17, 2007.
Mr. Malhotra retires by rotation and being eligible offers himself for re-
appointment at the forthcoming AGM to be held on August 01, 2009. Mr.
Malhotra is on the Board of the following other Companies:
1. Blue Star Infotech Limited
2. Royal Orchid Hotels Limited
3. A B Holdings Private Limited
4. Balan Natural Foods Private Limited
5. Cotton County Retail Limited
6. Deriv IT Solutions Private Limited
7. Genesis Colors Private Limited
8. Printo Document Services Private Limited
9. Tarang Software Technologies Private Limited
10. Deriv TTE Solutions Private Limited
11. N.M. Properties and Consulting Private Limited.
Mr. Sridar A. Iyengar
Mr. Iyengar is a fellow of the Institute of Chartered Accountants, England
and Wales. He has over 39 years of experience in corporate finance and
accounting. He has previously served as chairman and chief executive
officer at KPMG, India operations. He is associated with Bessemer Venture
Partners and is an independent Director of various companies including
Infosys Technologies Limited, ICICI Bank Limited and Rediff.com. He
has been appointed as an independent Director by the shareholders of
our Company at the AGM held on August 17, 2007. Mr. Iyengar retires
by rotation and being eligible offers himself for re-appointment at the
forthcoming AGM to be held on August 01, 2009. Mr. Iyengar is on the
Board of the following other Companies:
1. Infosys Technologies Limited
2. ICICI Bank Limited
3. Rediff.com India Limited
4. Kovair Software Inc.
25
5. Infosys BPO Limited
6. Aver Q Inc
7. Rediff Holding Inc.
8. Career Launcher India Limited
9. Mahindra Holidays & Resorts India Limited
Mr. Vikram S. Kirloskar (Director for part of the year)
Mr. Kirloskar graduated with a Bachelor of Engineering (Mechanical)
degree from the Massachusetts Institute of Technology, Cambridge, USA.
He has over 25 years of experience in the business of manufacturing
automobiles and auto parts. He has successfully set up a joint venture
with Toyota, Japan called Toyota Kirloskar Motor Private Limited, which
manufactures automobiles in India. He is the chairman and managing
director of Kirloskar Systems Limited, vice chairman of Toyota Kirloskar
Motor Private Limited and Toyota Kirloskar Auto Parts Private Limited.
He is a member of the National Council of Confederation of Indian
Industry. He has been conferred with the Suvarna Karnataka award by
the Karnataka Government, in recognition of his efforts in expanding
and developing industry within the state. He was appointed as an
independent Director by the shareholders of our Company at the AGM
held on August 17, 2007. Mr. Kirloskar resigned effective August 08,
2008. Mr. Kirloskar is on the Board of the following other Companies, as
on the date of his resignation:
1. Kirloskar Systems Limited
2. Kirloskar Brothers Limited
3. Kirloskar Oil Engines Limited
4. Kirloskar Pneumatic Company Limited
5. Kirloskar Theratronics Private Limited
6. Kirloskar Toyoda Textile Machinery Private Limited
7. Toyota Kirloskar Auto Parts Private Limited
8. Toyota Kirloskar Motor Private Limited
9. Vikram Geet Investments and Holdings Pvt. Ltd.
10. Common Purpose India
11. Toyota Tsucho Insurance Broker India Pvt. Ltd.
Information Placed before the Board
Apart from the items required to be placed before the board for its approval,
some of the following are also placed for review / information:
 Annual Operating Plans and Budgets (including Capital
Budgets)
 Quarterly performance, including business and financial update.
  Minutes of the Board, Audit, Compensation and Investor
Grievance Committees
 Information on recruitment and remuneration of senior officers
below the Board Level
 Demand, prosecution, show cause notices and penalty notices
which are materially important
 Any issue which involves possible product or public liability
claims against the Company or its Directors/officers
 Status of business risk exposure, its management and related
action plans
 Proposals pertaining to Joint Venture and Investment/Acquisition
Decisions including payments towards intellectual property or
goodwill
 Non-Compliance of any regulatory, statutory or listing
requirements
 All proposals requiring Strategic decisions
 Sale of material nature, of investments, subsidiaries, assets,
which is not in the normal course of business.
 Quarterly details of foreign exchange exposures and the steps
taken by management to limit the risks of adverse exchange rate
movement, if material.
Remuneration Policy
The Company’s remuneration policy is based on the performance of
the individual employee and the success of the Company. Through its
compensation program, the Company endeavors to attract, retain,
develop and motivate a high performance workforce. The Company
follows a compensation mix of fixed pay, benefits and performance based
variable pay and sharing of wealth through the Company’s stock options.
Individual performance pay is determined by business performance of
the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances (fixed component) and performance
incentives (variable component) to its Managing Director and Executive
Director. Annual increments are decided by the Compensation Committee
as approved by the Members.
Section 309 of the Companies Act, 1956 provides that a Director
who is neither in the whole-time employment of the Company nor a
Managing Director may be paid remuneration by way of commission,
unless the Company by special resolution authorizes such payment. The

Remuneration/Compensation to Directors Shareholders of the Company had vide their resolution dated August 01,
2008, approved a sum not exceeding a total of 1% of the net profits
The table below shows the amount paid or payable to the Directors of the
of the Company computed in accordance with the provisions of section
Company for the financial year March 31, 2009:
198(1) of the Companies Act, 1956 to be paid to all the non-executive
Amount in Rs. Million directors of the Company or an amount varying from Rs. 1,000,000/-
(Rupees One Million) to Rs. 2,000,000/- (Rupees Two Million) per non-
Salary
Service Contract/notice
Sl and Other Commission executive director (including any independent Director) which ever is
Name Total period/ severance fees/
No. benefits (INR)
(INR)
pension lower. The Board of Directors of the Company approved the payment of
4.79 Million remuneration by way of commission to the Non-Executive
1. Arvind Rao 10.09 NIL 10.09 5 years up to July 23,
2011.Severance-Notice and/or independent Directors for the financial year 2008-09. The Company
period of 18 months
compensation and 6 has paid Rs. 740,000/- as sitting fees to the non-executive Directors. No
months notice sitting fee was paid to any of the executive Directors.
2. Chandramouli 3.50 NIL 3.50 5 years up to July 23,
Janakiraman 2011 The commission and the sitting fee have been arrived at as below:

3. HH Haight IV NIL 1.10 1.10 Retirement by rotation

1. Commission payable for five of the non-executive Directors - Rs.
4.79 Million
4. Sridar Iyengar NIL 1.10 1.10 Retirement by rotation
2. Pre-Tax Sitting fee based on the attendance per Board or
Naresh
5. NIL 1.10 1.10 Retirement by rotation committee meeting - Rs. 20,000/- per meeting
Malhotra

6. Jayanth Varma NIL 1.10 1.10 Retirement by rotation PERIOD OF CONTRACT, NOTICE PERIOD AND SEVERANCE
7.
Vikram
NIL 0.39 0.39 Resigned
PAy OF DIRECTORS
Kirloskar*
Chairman & Managing Director
*Mr. Vikram Kirloskar resigned effective from August 08, 2008
**Note: 1) The above amounts exclude benefits accrued by the Company in respect of leave encashment
The specific period of contract of service for the Chairman & Managing
and gratuity, as they are provided by the Company as a whole based on actuarial valuation.
2) The above amounts also exclude the stock compensation cost of Rs.64, 167/- arising out of grant of stock
Director is five years effective from July 24, 2006. The notice period is
options to the independent Directors.
6 months. The Company is liable to pay a terminal compensation or
3) The above remuneration excludes sitting fees.

26
redundancy payment equivalent to 18 (eighteen) months paid in cash
based on the previous financial year’s compensation plus forgiveness
of any and all of the outstanding loans from the Company including
transfer of any vehicles used by employee at the time of termination
and any other appropriate statutory compensation applicable to his
employment. The Executive Director and the Managing Director shall not
be considered for retirement by rotation as per the Articles of Association
of the Company.
Independent, Non-Executive Directors
Period of contract and notice pay is not applicable to the Independent
and Non-Executive Directors. They will retire by rotation. There is no
severance pay for any of the non-executive and independent directors.
STOCK OPTIONS TO THE INDEPENDENT AND
NON-EXECUTIVE DIRECTORS
The Independent and Non-Executive Directors have not been issued
any stock options during the year. Each of the Independent and Non-
Executive Directors were issued 26,000 stock options in the financial year
2007-08.
The vesting period of each option is over a period of four years from the
date of their joining and become fully exercisable at the time of vesting.
None of the Non-Executive Directors hold any shares in the Company
as on the date of this report. One of the ex-Independent Directors Mr.
Vikram Kirloskar had exercised 13,000 stock options on the date of his
resignation by paying the exercise price and applicable fringe benefit
taxes.
MATERIALLy SIGNIFICANT RELATED PARTy
TRANSACTIONS
There have been no materially significant related party transactions,
monetary transactions or relationships between the Company and
directors, management, subsidiary or relatives, except for those disclosed
in the financial statements for the year ended March 31, 2009.
COMMITTEES OF THE BOARD
For the year Ended March 31, 2009 the Board had three Committees –
the Audit Committee, the Compensation Committee, the Shareholders
and Investors Grievance Committee. The terms of reference of the Board
Committees are decided by the Board from time to time. Meeting of each
Board Committee is convened by the respective Committee Chairman.
The role and composition of these committees, including the number of
meetings held during the financial year and the related attendance are
given below:
27
1. Audit Committee
This committee consists of a minimum of three (3) directors of
whom two thirds including the Chairman are Independent Directors.
The Chairman of the committee is Prof. Jayanth Rama Varma an
independent director. He is an Associate Member of the Institute
of Cost and Works Accountants of India; he has also obtained a
fellowship of the Indian Institute of Management Ahmedabad and
has over 20 years of teaching, research and consulting experience in
the field of finance. He has previously served as a full-time member
of SEBI and as Chairman of various committees formed by SEBI and
the Department of Company Affairs. He is a professor of the Indian
Institute of Management, Ahmedabad. He has been appointed as
an independent Director by the shareholders of our Company at
the AGM held on August 17, 2007. The Company Secretary acts as
secretary to the committee.
Brief description of terms of reference:
 Adopt and review formal written charter approved by the Board
for its self governance;
 Review with the management the annual/half-yearly/quarterly
financial statements;
 Hold separate discussion with Internal and Statutory Auditors
and among members of Audit committee to find out whether the
Company’s financial statements are fairly presented in conformity
with Generally Accepted Accounting Principles (GAAP);
 Review the adequacy of accounting records maintained in
accordance with the provisions of Companies Act 1956;
 To look into reasons for substantial defaults if any in payment to
depositors, shareowners and creditors;
 Review the performance of Statutory Auditors and recommend
their appointment and remuneration to the Board, considering
their independence and effectiveness;
 Perform other activities consistent with the Charter, Company’s
Memorandum and Articles, the Companies Act, 1956 and other
Governing Laws.
Details of Audit Committee Meetings during the financial year
During the financial year ended March 31, 2009, four meetings of the
audit committee were held. The details of the same are as follows:
 Meetings/Attendance 4. Administer the implementation and award of stock options
Sl. Name of Director and
April 30, July October January under the stock option plans of the Company
No. Position
2008 31,2008 31,2008 30,2009
1. Jayanth Varma – Chairman Present Present Present Present
5. Perform such functions as are required to be performed by the

2. HH Haight IV – Member Present Present Present -

Compensation Committee under Clause 5 of the Securities and

3. Naresh Malhotra – Member Present Present Present Present Exchange Board of India (Employee Stock Option Scheme and
4. *Hatim Tyabji – Member NA NA NA Present Employee Stock Purchase Scheme) Guidelines, 1999
*Mr. Hatim Tyabji was appointed as alternate director for the Board and Committee Meetings held on

January 29 and 30, 2009 6. Recommend to the Board of Directors of the Company on any

2. Compensation Committee other employment incentives as the compensation committee

deems it appropriate in the best interests of the Company
This committee consists of a minimum of three (3) directors of whom
two thirds including the Chairman are Independent Directors. The 7. Such other matters as may from time to time are required by

Committee consists of Sridar Iyengar (Chairman), Naresh Malhotra any statutory, contractual or other regulatory requirements to be

and HH Haight IV. The Chairman of the Committee is Mr. Sridar attended to by such committee.

Iyengar, independent Director. He is a fellow of the Institute of Details of Compensation Committee Meetings during the financial
Chartered Accountants, England and Wales. He has over 39 years of year
experience in corporate finance and accounting. He has previously
During the financial year ended March 31, 2009, four meetings of the
served as chairman and chief executive officer at KPMG, India
Compensation Committee were held. The details of the same are as
operations. He is associated with Bessemer Venture Partners and
follows:
is an independent Director of various companies including Infosys
Meetings/Attendance
Technologies Limited, ICICI Bank Limited and Rediff.com India Sl
Name of Director and Position April 30, July 31, October 31, January 30,
Limited. He has been appointed as an independent Director by the No.
2008 2008 2008 2009
shareholders of our Company at the AGM held on August 17, 2007. 1. Sridar Iyengar – Chairman Present Present Present Present
Mr. Sridar Iyengar retires by rotation and being eligible offers himself 2. HH Haight IV– Member Present Present Present -
for re-appointment at the forthcoming AGM to be held on August 01, 3. *Vikram Kirloskar – Member Present Absent NA NA
2009. The Company Secretary acts as secretary to the committee. 4. +Naresh Malhotra – Member NA NA Present Present
5. #Hatim Tyabji – Member NA NA NA Present
The terms of reference of the Compensation Committee include the
*Mr. Vikram Kirloskar resigned effective from August 08, 2008

following: + Appointed as member effective October 30, 2008

#Mr. Hatim Tyabji was appointed as alternate director for the Board and Committee Meetings held on

1. Annual review of the salary, bonus and other compensation January 29 and 30, 2009

plans of the CEO, CTO and President of the Company.

3. Share Transfer and Investor Grievance Committee
2. Review and approve the salary, bonus and compensation plans
The Share Transfer and Investor Grievance Committee consists of
for all the executive directors of the Company
a minimum of three directors of whom two thirds including the
3. Framing suitable policies and systems to ensure that there is no Chairman are Independent Directors. This Committee was constituted
violation, by an Employee or Company of any applicable laws in by our Board at their meeting held on April 20, 2007. This Committee
India or overseas, including: was formed to specifically look into the redressal of shareholder and
investor complaints and issues pertaining to allotment or transfer
• The Securities and Exchange Board of India (Insider Trading)
of shares, non-receipt of balance sheet, non-receipt of declared
Regulations, 1992; or
dividends etc. The Share Transfer and Investor Grievance Committee
• The Securities and Exchange Board of India (Prohibition consists of Naresh Malhotra (Chairman), Prof. Jayanth Rama Varma
of Fraudulent and Unfair Trade Practices relating to the and Chandramouli Janakiraman. The Chairman of the Committee is
Securities market) Regulations, 1995. Mr. Naresh Malhotra, independent Director. He has over 39 years

28
 of experience in India and overseas in various companies including Details of complaints received and resolved during the period
Imperial Chemical Industries, Unilever, Colgate Palmolive, Bukhatir since the listing date till March 31, 2009 are as below:
Investments, the U B Group, KPMG and Amalgamated Bean Coffee
Information for shareholder complaints received so far
Trading Company. He has previously served as founding partner and
Name of Non-executive Director Heading the Naresh Malhotra – Independent
managing director of corporate finance in KPMG in India. He has Committee Director
been appointed as an independent Director by the shareholders of our Name and Designation of Compliance Officer Srikiran D, Company Secretary
Number of Shareholders complaints received
Company at the AGM held on August 17, 2007. Mr. Malhotra retires 422
so far
by rotation and being eligible offers himself for re-appointment at Number of Shareholder complaints pending 0
Number of pending share transfers 0
the forthcoming AGM to be held on August 01, 2009. The company
secretary acts as secretary to the committee. Disclosures

The terms of reference of the Share Transfer and Investor Grievance There are no materially significant related party transactions of the
Committee are as follows: Company which have potential conflict with the interests of the Company
at large. Details of non-compliance by the Company, penalties, and
• To approve and register, transfer and/or transmission of all
strictures imposed on the Company by Stock Exchanges, SEBI or any
classes of shares;
statutory authority, on any matter related to capital markets, during the
• To look into the redressal of shareholder and investor complaints period from April 01, 2008 to March 31, 2009 - NIL.
like non-transfer of shares, non-receipt of balance sheet, non-
The Company has adopted a Whistle Blower Policy and has established
receipt of declared dividends etc; and
the necessary mechanism in line with Clause 49 of the Listing Agreement
• To do all such acts, things or deeds as may be necessary or with the Stock Exchanges, for employees to report concerns about
incidental to the exercise of the above powers. unethical behavior. No person has been denied access to the Audit
Committee. The Company has disclosed all the mandatory requirements
Details of Shareholder and Investor Grievance Committee
under Clause 49 of the Listing Agreement.
Meetings held during the financial year
Among the non-mandatory requirements of the Clause 49 of the Listing
During the financial year ended March 31, 2009, four meetings of the
Agreement, the Company has set up Compensation Committee and has
Shareholder and Investor Grievance Committee were held. The details of
a whistle blower policy in place.
the same are as follows:
Details of the Public issue and utilization thereof
Name of Director and Meetings/
The details pertaining to the utilization of the proceeds of the fresh issue
Sl Position Attendance
of Equity Shares under the Initial Public Offering (IPO) of the Company in
No. April 30, October January
July 31,2008 financial year 2008-09 are specified herein below.
2008 31,2008 30,2009
*Vikram Kirloskar – The utilization of IPO proceeds is as below:
1. Present Absent NA NA
Chairman
Amount in Rs. Million
Chandramouli Janakira-
2. Present Present Present Present Projection in Actual funds utilised
man –Member Particulars
prospectus till March 31, 2009
#Naresh Malhotra – Purchase equipment for our offices at
3. Present Present Present Present
Chairman Bangalore, Mumbai and Delhi and various 1,805 562
customer sites
4. +Jayanth Rama Varma NA NA Present Present
Working capital requirements 50 50
* Resigned from the Board effective August 08, 2008 Repayment of Loan 350 350
# Appointed as Chairman effective October 30, 2008 General Corporate purposes 1,339 1050
+ Appointed as member effective October 30, 2008
Total 3,544 2012

29
Management Discussion and Analysis General Information for Share holders
As required by Clause 49 of the Listing Agreement, the Management
Discussion and Analysis is provided elsewhere in the Annual Report. Registered and Corporate Office
OnMobile Global Limited
CEO/CFO Certification No. 26, Bannerghatta Road, JP Nagar Phase III, Bangalore – 560076,
As required by Clause 49 of the listing agreement, the CEO / CFO Karnataka, India.
certification is provided elsewhere in the Annual Report. T + 91 80 4180 2500
F + 91 80 4180 2810
Auditors’ Certification on Corporate Governance W http://www.onmobile.com
As required by Clause 49 of the Listing Agreement, the auditor’s certificate
is obtained and provided in the Annual Report. OTHER LOCATIONS (Domestic)
BANGALORE:
Annual General Meetings RPS Green Space, No. 165/5, 1st Main, Krishna Raju Layout,
Details of the last three Annual General Meetings of the Company are J P Nagar Phase VII, Bangalore – 560 076
given below: T +91 80 40096000
F + 91 80 40096009
Particulars Fy 2006-07 Fy 2007-08 Fy 2008-09
date and August 17, 2007 August 1, 2008 August 1, 2009 MUMBAI:
time 10:00 AM 10:00 AM 10:00 AM
#1004, Floor 10, Dalamal House, Nariman Point, Mumbai – 400 021
No. 26, Bannerghat- Hotel Royal Orchid, Hotel Royal Orchid,
+ 91 22 22833470
ta Road, JP Nagar 01, Golf Avenue, 01, Golf Avenue,
Venue Phase III, Bangalore Adjoining KGA Golf Adjoining KGA Golf
+ 91 22 22876141
- 560076 Course, Airport Road, Course, Airport Road,
Bangalore – 560 008 Bangalore – 560 008 Sumer Plaza, Floor 4 and 5,
Marol Maroshi Road, Marol, Andheri (E), Mumbai – 400 059
Details of the postal ballot resolutions passed by the Company till T + 91 22 40588588
the date of this report are given below: F + 91 22 40588558

FINANCIAL yEAR DATE TIME VENUE DELHI:

2007-08 April 18, 2008 Not Applicable Not Applicable 704, Floor 7, Bhikaji Cama Bhawan, Bhikaji Cama Place,
2008-09 October 30, 2008 Not Applicable Not Applicable New Delhi – 110 066
+ 91 11 41859722
Results of the Special Resolution passed through Postal Ballot are + 91 11 41859722
as follows:
April 18, 2008 G-1, Ground Floor, Global Arcade,
M G Road, Sikandarpur,
No. of % of paid Gurgaon – 122 002
No. of
Particulars Postal Ballot up equity
shares
forms capital
Number of valid postal ballot forms
283 34,509,256 60.11 OTHER LOCATIONS (International):
received AUSTRALIA
Votes in favor of the Resolution 253 34,136,705 59.46 Level 34, 100 Miller Street, N Sydney, NSW – 2060, Australia
Votes against the Resolution 30 372,551 0.64 T +61 296571342
Number of invalid postal ballot forms
21 503,644 0.87
received BANGLADESH
Rupayan Centre (Floor 17, South East),
Scrutinizer to the Postal Ballot Resolution – “Mr. SN Mishra”,
Plot No. 72, Mohakhali Commercial Area, Dhaka 1212, Bangladesh
Company Secretary T +88 019 11740351
October 30, 2008 +88 018 19232428
+88 017 11566999
No. of % of paid
No. of
Particulars Postal Ballot up equity
shares FRANCE
forms capital
Voxmobili SA (an OnMobile Company)
Number of valid postal ballot forms
204 32,444,160 56.16 36, rue Brunel
received
75017 Paris - France
Votes in favor of the Resolution 185 31,998,483 55.38
T + 33 140262334
Votes against the Resolution 19 445,677 00.78
F +33 140269288
Number of invalid postal ballot forms
9 322,816 00.56
received
Telisma SA (an OnMobile Company)
Scrutinizer to the Postal Ballot Resolution – “Mr. SN Mishra”, Company 97 av. du Général Leclerc 75014 Paris
Secretary T +33 156536444
F +33 145432454

30
INDONESIA NEPAL
PT OnMobile Indonesia Ward No. 6, Galfutar, Mahangal VCD, Kathmandu, Nepal
M-23, Mayapada Tower, 11th Floor,
Jl. Jenderal Sudirman Kav. 28 SOUTH AFRICA
Jakarta 12920, Indonesia
Central Office Park No. 3, 257 Jean Avenue, Centurion 0157, South Africa
T +62 2152897330
F +62 2152897375
ROMANIA
MALAYSIA Bucharest, 34 Aurel Vlaicu Street, Ground Floor, 2nd District, Romania
Level 16,Menara Hap Seng, Jalan P. Ramlee,
50250 Kuala Lumpur, Malaysia Representing Officers of the Company
T +60 392367230 Correspondence to the following officers may be addressed at the registered
+60 392367231 office of the Company.
F +60 392367333
COMPANy SECRETARy AND COMPLIANCE OFFICER
SINGAPORE
D Srikiran
OnMobile Singapore Pte. Ltd.
APBC Raffles Place, 30 Raffles Place, Company Secretary
#23-00 Chevron House, Singapore - 048622 T + 91 80 4180 2500
T +65 62335048 F + 91 80 4180 2810
F +65 62335041 E investors@onmobile.com

Listing Details The shares of the Company are listed on:

Stock Code
FORTH COMING ANNUAL GENERAL MEETING (AGM)
FINANCIAL CALENDAR (TENTATIVE AND SUBJECT TO
CHANGE)
Bombay Stock Exchange (BSE)
Phiroze Jheejheebhouy Towers,
Dalal Street, Fort, Mumbai – 400 001
National Stock Exchange of India Limited (NSE)
Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
The Listing Fees for both the exchanges have been paid and compliance of the listing agreements has been done for
the Fy 2008-09.
National Stock Exchange of India Limited (NSE) – ONMOBILE
Bombay Stock Exchange Limited (BSE) – 532944
Reuters – ONMO.
Bloomberg – ONMB:IN
The Ninth Annual General Meeting (AGM) of the Members of OnMobile Global Limited will be held on Saturday,
the 01st of August 2009, at 10.30A.M. at Hotel Royal Orchid, 01, Golf Avenue, Adjoining KGA Golf Course, Airport
Road, Bangalore – 560 008
Event Likely Board Meeting Schedule
Financial reporting for the quarter ended June 30, 2009 July 30/31, 2009
Financial reporting for the quarter ended September 30, 2009 October 25/26/27, 2009
Financial reporting for the quarter ended December 31, 2009 January 28/29, 2010
Financial reporting for the quarter ended March 31, 2010 April 29/30, 2010

BOOK CLOSURE DATE(S) July 28, 2009 to July 31, 2009

REGISTRARS AND SHARE TRANSFER AGENTS
DEPOSITORy SySTEM
Karvy Computershare Private Limited
Karvy House, 21, Avenue – 4
Plot No. 17 to 24, Vittalrao Nagar, Madhapur,
Hyderabad – 500 081
T +91 40 23420818-828
F +91 40 23420814
Currently 97.78% of the Company’s share capital is held in dematerialised form. For any assistance in conversion of
the physical shares to demat form or vice versa, the investors may approach Karvy Computershare Private Limited
or Mr. Srikiran D, Compliance Officer, at the addresses mentioned above.

Email ID of Grievance Redressal Division einward.ris@karvy.com or investors@onmobile.com

31
Distribution of Shareholding

Distribution Schedule - Consolidated as on March 31, 2009

Category (Amount) No. of Cases % of Cases Shares % of Shares
1 – 5000 17,177 95.43 11,571,750 2.00
5001 – 10000 359 1.99 2,318,550 0.40
10001 – 20000 171 0.95 2,367,810 0.41
20001 – 30000 75 0.42 1,852,470 0.32
30001 – 40000 27 0.15 926,240 0.16
40001 – 50000 16 0.09 739,930 0.13
50001 – 100000 43 0.24 3,130,280 0.54
100001 & Above 131 0.73 555,426,160 96.04
TOTAL 17,999 100 578,333,190 100

Shareholding pattern as on March 31, 2009

Category Category of Shareholder No. of share- Total No. of No. of shares held Total shareholding as a percentage Shares Pledged or otherwise encum-
in dematerialized
code holder shares form of total number of shares bered

As a percentage As a percentage Number of Shares As a percentage

of (A+B) of (A+B+C)

(IX)=(VIII)/
(I) (II) (III) (IV) (V) (VI) (VII) (VIII)
(IV)*100
Shareholding of Promoter and
(A)
Promoter Group
(1) Indian
Individuals/ Hindu Undivided
(a) 5 7,619,950 7,619,930 13.18 13.18 150,000 1.97
Family
Central Governent / State Govern-
(b) -- -- -- -- -- --
ment (s)
(c) Bodies Corporate -- -- -- -- -- --
(d) Financial Institutions / Banks -- -- -- -- -- -- --
(e) Any Other (specify) -- -- -- -- -- -- --
Sub-Total (A)(1) 5 7,619,950 7,619,930 13.18 13.18 150,000 1.97
(2) Foreign --
Individuals (Non-Resident Individu-
(a) -- -- -- -- -- -- --
als/ Foreign Individuals)
(b) Bodies Corporate 1 25,403,867 25,403,867 43.95 43.95 -- --
(c) Institutions -- -- -- -- -- -- --
(d) Any Other (specify) -- -- -- -- -- -- --
Sub-Total (A)(2)
1 25,403,867 25,403,867 43.95 43.95 -- --
Total Shareholding of Promoter
and Promoter Group (A) = (A) 6 33,023,817 33,023,797 57.13 57.13 150,000 0.45
(1)+(A)(2)
(B) Public Shareholding3
(1) Institutions
(a) Mutual Funds / UTI 19 2,458,626 2,458,626 4.25 4.25 -- --
(b) Financial Institutions / Banks 1 2,000 2,000 0.00 0.00 -- --
Central Governent / State Govern-
(c) -- -- -- -- -- -- --
ment (s)
(d) Veture Capital Funds -- -- -- -- -- -- --
(e) Inurance Companies -- -- -- -- -- -- --
(f) Foreign Institutional Investors 25 9,013,456 9,013,456 15.59 15.59 -- --
(g) Foreign Venture Capital Investors -- -- -- -- -- -- --

32
 (h) Any Other (specify) -- -- -- -- -- -- --
Sub-Total (B)(1) 45 11,474,082 11,474,082 19.85 19.85 NA NA
(2) Non-institutions -- -- --
(a) Bodies Corporate 394 2,939,551 2,939,551 5.09 5.09 -- --
Individuals - (i) Individual
(b) shareholders holding nominal 16429 1,863,756 1,609,336 3.22 3.22 -- --
sharecapital up to Rs.1 lakh.
(ii) Individual shareholders holding
nominal share capital in excess of 73 5,059,535 4,460,456 8.75 8.75 -- --
Rs.1 lakh
(c) Any Other (specify) -- -- -- -- -- -- --
(ci) Non Resident Indians 370 151,667 151,667 0.26 0.26 -- --
(cii) HUF 459 54,929 54,929 0.10 0.10 -- --
(ciii) Director -- -- -- -- -- -- --
(civ) Trust 1 1 1 0.00 0.00 -- --
(cv) Clearing Members 68 78,034 78,034 0.13 0.13 -- --
(cvi) Foreign Nationals 2 423,722 0 0.73 0.73 -- --
- Foreign Companies 4 2,734,286 2,734,286 4.73 4.73 -- --
Sub-Total (B)(2) 17,800 13,305,481 12,028,260 23.02 23.02 NA NA
Total Public Shareholding (B)=(B)
17,845 24,779,563 23,502,342 42.87 42.87
(1)+(B)(2)
TOTAL (A)+(B) 17,851 57,803,380 56,526,139 100.00 100.00 150,000 0.26
Shares held by Custodians and
against which Depository Receipts
(C) 17,851 57,803,380 56,526,139 100.00 100.00
have been issued GRAND TOTAL
(A)+(B)+(C)
Total B = B(1) + B (2) : 17,992 24,809,502 23,532,281 42.90 42.90
Total ( A + B ) : 17,999 57,833,319 56,556,078 100.00 100.00
C Shares Held by Custodians, against
which Depository Receipts have -- -- -- -- --
been issued

GRAND TOTAL ( A + B + C) : 17,999 57,833,319 56,556,078 100.00 100.00

Shareholding of 1% or more holding

S.No Name As on 31/03/2009 Category 1% & Above
1 ONMOBILE SySTEMS INC 25,403,867 FP 43.95
2 ARVIND RAO 5,340,517 IPR 9.24
3 DEUTSCHE SECURITIES MAURITIUS LIMITED 2,568,183 FII 4.44
4 ICICI PRUDENTIAL LIFE INSURANCE COMPANy LTD 2,273,288 LTD 3.93
5 J.CHANDRAMOULI 2,233,913 IPR 3.86
6 SMALLCAP WORLD FUND, INC 2,230,000 FII 3.86
7 WARD FERRy MANAGEMENT LIMITED A/C WF ASIAN SMALLER 1,627,000 FII 2.81
8 JADE DRAGON (MAURITIUS) LIMITED 1,618,994 FC1 2.80
9 FIL TRUSTEE COMPANy PRIVATE LIMITED A/C FIDELITy E 804,738 MUT 1.39
TOTAL 44,100,500

33
Last Financial year Trade details:
BSE and NSE:
Month wise - Price – High and Low

BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
April 2008 744.70 509.00 745 525
May 2008 704.00 615.25 712 601.25
June 2008 691.80 450.00 640.2 512
July 2008 558.00 451.00 556.1 485
August 2008 562.40 474.00 568.6 476.1
September 2008 535.00 400.10 570.5 392.2
October 2008 505.00 201.05 505.5 200.1
November 2008 248.70 190.00 247.8 190
December 2008 270.25 202.20 272 200.1
January 2009 258.90 205.50 258.95 204.25
February 2009 274.50 185.20 258.7 201.1
March 2009 327.90 223.00 324.95 224.05

OnMobile Global Limited Vs BSE seller before registering the transfer of shares. The Company Secretary
receives the share transfers and reports the same to the committee at
their meeting. For matters regarding shares transferred in physical form,
share certificates, dividends, change of address, etc., Shareholders should
communicate with Karvy Computershare Private Limited, our registrar and
share transfer agent. The address is given in the section on Shareholder
information. For shares transferred in electronic form, after confirmation
of sale / purchase transaction from the broker, shareholders should
approach the depositary participant with a request to debit or credit the
OnMobile Global Limited Vs NSE account for the transaction. The depository participant will immediately
arrange to complete the transaction by updating the account. There is no
need for separate communication to register the share transfer. For the
year under review the summary of the investor grievances/complaints
are as below:

Sl
Description Received Resolved Pending
No.
1. Status of Applications lodged for Public Issue (s) 40 40 0
2. Withdrawal of Application(s) 4 4 0
3. Reason for Rejection (Non Allotment) 0 0 0
4. Non Receipt of Refund Order 288 288 0
Investor Grievances and Share Transfer 5. Non Receipt of Refund Credit 90 90 0
Total 422 422 0
The Company has an Investor Grievances committee of the Board to
Dematerialization of Shares
examine and redress shareholders’ and investor complaints. The status on
The Company’s shares are admitted into both the depositories viz.,
share transfers is reported to the Board by the Company Secretary. Details
National Securities Depository Ltd (NSDL) and Central Depository Services
of complaints received and their nature is provided above. For shares
(India) Limited. As of March 31, 2009, 97.78% of the Company’s shares
transferred in physical form, the Company gives adequate notice to the
are held in electronic form.

34
 Chart Depcting the Dematerialization of Shares CERTIFICATE FROM THE COMPANy SECRETARy

We have examined all relevant records of M/s. OnMobile Global Limited

(the Company), for the purpose of certifying compliance of the conditions
of Corporate Governance under Clause 49 of the Listing Agreement(s)
entered into with Indian Stock Exchanges for the financial year ending
March 31, 2009.

The compliance of the conditions of Corporate Governance is the

responsibility of the management. Our examination was limited to
the review of procedures and implementation thereof adopted by the

CERTIFICATE OF COMPLIANCE FROM AUDITORS AND/OR
INDEPENDENT COMPANy SECRETARy AS STIPULATED
UNDER CLAUSE 49 OF THE LISTING AGREEMENT OF THE STOCK
EXCHANGES IN INDIA
CERTIFICATE FROM THE AUDITOR
Company for ensuring compliance of the conditions of Corporate
Governance as stipulated in the said clause. This certificate is neither an
assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of
the Company.

CERTIFICATE On the basis of our findings recorded in the annexed report from the

To the members of OnMobile Global Limited
We have examined the compliance of conditions of corporate governance
by OnMobile Global Limited (the “Company”) for the year ended March
31, 2009 as stipulated in Clause 49 of the Listing Agreement of the said
company with the relevant Stock Exchanges.
examination of the records produced and explanations and information
furnished to us, in our opinion the Company has complied with the
conditions of corporate governance as stipulated in the clause 49 of the
Listing Agreement as on March 31, 2009.
Hegde & Hegde

The compliance of conditions of corporate governance is the responsibility Company Secretaries

of the management. Our examination is limited to procedures and Place: Bangalore P.G.HEGDE
implementation thereof, adopted by the Company for ensuring the Date: April 30, 2009 C.P.No.640
compliance of the conditions of the Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the
Company.

In our opinion and to the best of our information and according to

the explanations given to us and the representation made by the
management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the abovementioned
Listing Agreement.

We further state that such compliance is neither an assurance as to the

future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the company.

For Deloitte Haskins & Sell

Chartered Accountants
V. Srikumar
Place: Mumbai Partner
Date: April 30, 2009 M. No.: 84494

35
 Directors’ Report

Dear Members, an increase of 41%. The consolidated diluted earnings per share (EPS)
increased from Rs. 11.6 per share to Rs. 14.3 per share.
The Directors take pleasure in presenting the 9th Annual Report on the
business and operations of the Company together with the Audited New Products & Services deployed in the year 2008-2009
Financial Statements and Accounts for the year ended 31st March, 2009. OnMobile’s innovations focused on enhancing the consumer’s Mobile
User Experience for existing services and also created new opportunities
RESULTS OF OPERATIONS
for growth.
(Rs. Millions)
1. Say and Search
FINANCIAL HIGHLIGHTS Of OnMobile Global Limited (unconsolidated)
Using Telisma’s Speech Recognition engine, OnMobile launched ‘Say
PARTICULARS 2008-09 2007-08
and Search’ that enabled users to simply say the name of the song
Net Revenue 3,271.10 2,307.63
and get the content of their choice. First introduced in Ringback
Earning before other income, depreciation, finance
1,185.92 917.12 Tones, this enhancement contributed a surge in adoption and use
charges and tax
Other Income 236.09 68.85 of the product with millions of requests served every month. Search
Depreciation 420.53 249.18 is fast becoming an important and strategic technology asset for
Finance Charges 0.03 17.09 Content and Service discovery.
Earnings before tax 1,001.45 719.70 2. Phone Book 2.0
Earnings after tax 706.81 475.68 Providing an integrated interaction history along with the user’s
Equity Share Capital 578.33 574.06 contact information is Phonebook 2.0. This next generation OnMobile
Reserves and Surplus 6,067.64 5,364.60 product won the Global Android Challenge in 2008. Apart from
Networth 6,646.26 5,940.07 being a secure, contextual phone book, it offers social networking
Investments 2,298.39 4,610.75 opportunities to the consumers. A version of Phonebook 2.0 product
Gross Block 1,961.38 1,301.56 is available for download on the Google Android Marketplace and
Net Block 1,015.42 776.07 has been downloaded more than 150,000 times in just 2 months.
Net Current Assets 3,453.30 757.97
3. OnMobile Developer Network
Cash and Cash Equivalents 2,771.10 1,436.41
Ozone 3.0, the 3rd generation of the versatile Multi-modal Platform
No. of Equity shares 57,833,319 57,406,139
MMP2500, has been developed using VoiceXML and other Open
Earnings per share (Diluted) (In Rs.) 11.8 9.2
Industry Standards-based technologies. Combined with the SDK,

Business Performance / Financial Overview
Standalone Financials:
During 2008-09, the Company recorded net revenue of Rs. 3271.10
million, an increase of 42% over the previous year of Rs. 2,307.64 million.
The Earnings after tax of the Company increased from Rs. 475.68 million
in 2007-08 to Rs. 706.81 million in 2008-09, an increase of 49%. The
4. SMS/USSD
diluted earnings per share (EPS) increased from Rs. 9.2 per share to Rs.
11.8 per share.
Consolidated Financials:
During 2008-09, the Company recorded consolidated net revenue of Rs.
4063.57 million, an increase of 55% over the previous year of Rs. 2618.16
5. Mob Music
million. The Consolidated Earnings after tax of the Company increased
from Rs. 603.10 million in 2007-08 to Rs. 851.97 million in 2008-09,
Ozone is now available for Application Developers to create exciting
new Speech-Recognition based services to cater to the growing
need for voice portal services in India and other developing markets.
Partners can quickly and easily develop these applications in many
Indian and International languages, using the teliSpeech technology
that is a part of the platform.
Besides Voice, Text (including both SMS and USSD) are popular ways
for communication for mobile users. We have developed technologies,
so compelling services can be developed and deployed easily and
effectively, by us and other developers.
Mob Music is an innovative 3G Music product, where the music
comes to your mobile instead of the users having to search and

36
 download it to their phones. Additional info like news, free tracks,
artist bio, customized playlist and more are available. Users can also
share their playlists and create communities. This product has been
launched with a leading Operator in Australia in partnership with the
music labels.
6. Mobile Paparazzi
Directly click and share the photo & video from your mobile! With
Mobile Paparazzi users can share their cherished moments by sending
them to any other mobile or to one of the many Social Network and
Picture sharing websites. Mobile Paparazzi captures on the impulse
that’s generated when they take a memorable picture.
7. Mobile Reader
Mobile reader brings magazines, news papers and info snacks on
the mobile to its customers. It is a mobile kiosk/ storefront that
allows consumers to Discover (News-stand), Purchase (Subscribe) &
Consume (Read) magazines on the move! This product is available for
3G data enabled networks and supported on wide range of handsets
from leading OEMs like Nokia, Sony Ericsson, Motorola, Samsung, LG
& Blackberry.
Significant Customer wins in the year 2008-2009
1. Successful migration of Airtel RBT
India’s largest telecom carrier Bharti Airtel awarded the RBT
replacement in one of its regions to OnMobile. OnMobile successfully
migrated Four Million active customers to the new system, making it
one of the largest migration activity of its kind in the world.
2. Messaging Solutions @ Idea
OnMobile’s Messaging Platform now forms the core of Idea’s 55456
SMS short code service. The SMS applications include Cricket, Info
Services, Contests, Music & Bollywood related content, Games,
Devotional and many more. The Messaging Platform also handles
several USSD based services and applications.
3. Phone Backup @ Grameen Phone, Bangladesh and Vodafone, India
OnMobile’s Phone Backup solution has been successfully deployed
in Grameen Phone, Bangladesh and in Vodafone, India. This enables
the Operator’s consumers to securely backup their precious mobile
content onto secure servers hosted in the Operator’s network and
retrieve them in case the user loses the mobile or upgrades to a new
device.
4. CRBT deployment in Vodafone, Romania
Marking its first deployment of a Ringback Tone solution in the
European market, Vodafone Romania launched an improved version
37
of the service to its consumers using OnMobile CRBT Solution and
One-Touch RBT technology.
5. Cox Communications (NAB)
Appropriations
A. Dividend
The telecommunication industry, in general, and mobile value added
services (MVAS), in particular, has witnessed a tremendous growth
over the past few years and the industry associations / independent
research organization indicators suggest a significant growth in the
coming years. Accordingly, keeping in view the Company’s growth
plans and the need to finance the growth plans through internal
accruals, the directors do not recommend any dividend for the year
ended March 31, 2009.
The register of members and the share transfer books will remain
closed from July 28, 2009 to July 31, 2009, both days inclusive. The
Annual General Meeting of the Company has been scheduled for
August 01, 2009.
B. Transfer to Reserves
We propose to retain Rs. 1907.88 million in the Profit and Loss
Account.
Liquidity
The Company ensures that it has adequate cash to meet its strategic
objectives. As on March 31, 2009 the Company had liquid assets
including investments in fixed deposits of Rs. 2452.85 million. The
Company has invested these funds with banks.
Changes to the Share Capital
During the year under review, the Company allotted 427,180 shares
of face value Rs. 10 each on the exercise of stock options under its
various Employee Stock Option Plans, which increased the number
of issued, subscribed and paid-up equity shares from 57,406,139
to 57,833,319. The issued and paid up equity share capital of the
Company as on the date of this report stands at Rs. 578,333,190/-
consisting of 57,833,319 equity shares of face value Rs. 10/- each.
Initial Public Offering
The details pertaining to the utilization of IPO proceeds till March
31, 2009 is specified in the notes to accounts section of the Annual
Report.
Significant Events this year
A. Acquisition of Telisma S A
During the year the Company has vide resolution of the Board of
Directors dated April 30, 2008 and the share purchase agreement
signed by and between the Company and the shareholders of Telisma
S.A. (“Telisma”) on May 13, 2008 and the Founder’s agreement
signed by and between the Company and the Founders of Telisma
on May 13, 2008, acquired 203,445,874 shares of Telisma on July 1,
2008 for a total consideration of Euros 11.78 Million ( aggregating to
Rs 801.28 Million including Rs 3.69 Million of taxes payable towards
transfer of shares) payable as below:
1. Euros 10.78 Million in Cash
2. Euros 0.64 Million (converted into a Rupee liability of Rs 42.64
Million) in form of equity shares subsequent to an earn out valuation
adjustment as mentioned in the share purchase agreement, payable
to the founders of Telisma and
3. Euros 0.36 Million in form of equity shares subsequent to an earnout
valuation adjustment as mentioned in the share purchase agreement,
payable to the Minority vendors of Telisma.
The consideration of Euros 1 million consisting of 2 and 3 above is
included in the deferred payment liability in the Balance Sheet.
Telisma S.A. provides specialized advice and services in the
communication, telematic, and interactive services fields and provides
a wide range of Software services, in particular voice recognition
software services, for telecom companies. Further, Telisma has its
software solutions focused for major mobile and landline operators.
B. Restructuring of the European Operations (Merger of Subsidiaries)
With a view to streamline the operations of the Company’s
Subsidiaries in Europe it was considered appropriate to restructure
the holding structure of the Company’s subsidiaries in Europe by
transferring its holding in the two of its wholly owned subsidiaries,
namely, Vox mobili SA and Telisma SA in favor of a newly incorporated
(incorporated during the year) step down Subsidiary in Netherlands -
“OnMobile Europe B.V”.
Further, the Company has initiated steps to merge its two subsidiaries
in France (Vox mobili SA and Telisma SA) into one.
38
Necessary approvals were obtained by the Company from the
respective Boards of Directors and the FIPB (Foreign Investment
Promotion Board) and the RBI (Reserve Bank of India) for the above
restructuring activity.
C. Purchase of Intellectual Property from Music On Solutions Private
Limited
During the year under review the Company’s Board deliberated and
approved a proposal to purchase the Intellectual Property rights of
a Platform from a Company named “Music On Solutions Private
Limited” (“Music On”).
Music On is a Retail MVAS platform that enables various Mobile
phone operators to showcase MVAS (Mobile Value added services) to
their customers at their retail chain of stores. This platform is a white
label platform that helps customers discover, preview and experience
various value added services like Music, Videos, Ring back tones
(RBT), Ringtones, Wallpapers, games etc., easily and quickly. The
platform enables the sale of rich media music and videos to music
phones at the retail stores. This opens a new distribution option
for content owners who previously depended on the sale of CD’s
for Rich media distribution. The platform is provided as a complete
managed service to the operators. The end consumers depending on
the handset they carry can choose to transfer the content either over
a USB cable, Bluetooth or via WAP (OTA).
The Company had bought the Intellectual Property of Music On
for a consideration of Rs.42.9 million to be paid over four quarters
effective from January 30, 2009.
The Company has also agreed to pay a variable consideration based
on the product revenue earned and the net margin on the service.
The founders of Music On would be working with the Company as
employees of the Company to create and manage the Music On
Platform as “retail VAS” group within the Company.
D. Investment in Ver se Innovation Private Limited (Company’s
Subsidiary)
During the year the Company made an additional investment of Rs.
33 million vide resolution of the Board of Directors dated October 31,
 2008, pursuant to a capital commitment made of Rs 66 million as
per the terms and conditions of the subscription cum shareholder’s
agreement entered into with Ver se and its promoters in the year
2007 - 08.
Subsidiaries
As on March 31st 2009, the Company has the following Subsidiaries:
1. OnMobile Australia Pty. Ltd.
2. OnMobile Singapore Pte. Ltd.
3. PT. OnMobile Indonesia
4. Vox mobili S.A.
5. Vox mobili Inc.
6. Ver se Innovation Private Limited
7. Phonetize Solutions Private Limited
8. Telisma SA
9. OnMobile Europe B.V.
As per Section 212 of the Companies Act, 1956, we are required to
attach the directors’ report, balance sheet, and profit and loss account
of our subsidiaries. The Company had applied to the Government of India
seeking exemption from such an attachment as the Company presents
the audited consolidated financial statements in the Annual Report.
The Government of India has granted exemption from complying with
Section 212 vide their letter dated June 19, 2009, ref. no. 47/48/2009.
Accordingly, the annual report does not contain the financial statements
of these subsidiaries. The company will make available the audited
annual accounts and related information of the Subsidiary companies,
where applicable, upon request by any investor of the Company. These
documents will also be made available for inspection during business
hours at our registered office. The Company has given the necessary
details requested by the Government of India along with the statement
regarding subsidiary companies under section 212 of the Companies Act,
1956 elsewhere in the Annual Report for this Financial year 2008-2009.
Considering the decision to optimize tax benefits, the Company had
changed its business model in Australia last year from a subsidiary model
to a branch model. Accordingly, the Australian subsidiary is in the process
of winding up. A Liquidator was appointed by the subsidiary and the same
would be wound up as per the regulations prescribed in Australia. The
Company proposes to do necessary reporting to the Authorised Dealer
under FEMA Guidelines.
39
New Locations
The Company continued its expansion internationally during this year
as well. The Company had significant new deployments in Indonesia,
Malaysia, and Bangladesh. The Company had signed various important
global contracts during the year under review. As part of the Company’s
global expansion, the Company now also has branch offices in South
Africa Nepal and Romania.
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 2008-09 and the date of this report. However the Company
intends to approach the share holders for their approval for the earnout
allotments to the founders and employees of Telisma SA.
QUALITy
The Company is committed to the eight guiding Quality Management
principles of Customer Focus, Leadership, People Involvement, Process
Approach, System Approach to Management, Continual Improvement,
Fact-Based Decision-Making and Mutually Beneficial Supplier
Relationships.
The Company uses an ISO framework for Information Security and aspires
to be ISO 27001 compliant in the near future. The Company’s various
products/services are subjected to periodic and rigorous assessments by
reputed external assessors.
The Company has embarked on various strategic improvement initiatives
last year:
• Information Security Governance
• Risk Assessment
• Asset Management
• Business Continuity Management
• Human Resource Security
• Usage of ‘Scrum’, an Agile Software Development Methodology for
our software development lifecycle
• A suite of workflow tools to ensure timely delivery of increasingly
large number of deliverables and to provide enhanced operational
metrics
About ISO/IEC 27001:
The ISO/IEC 27001 is an information security management system (ISMS)
standard published by the International Organization for Standardization
and the International Electro Technical Commission.
ISO/IEC 27001 provides an ISMS model for adequate and proportionate
security controls to protect information assets and give confidence to
interested parties. This sets the standard for handling the Confidentiality,
Integrity and Availability of an Information Asset.
About Agile Software Development:
Agile software development is a conceptual framework for software
engineering that promotes development iterations throughout the life-
cycle of the project. This approach helps to minimize risk associated with
developing software in short amounts of time.
AWARDS AND RECOGNITION/BRANDING
Industry Recognition
Voice & Data recognized the Company as India’s Best MVAS Company and
accorded the V&D100 award for 2008. The V&D100 Awards is popularly
recognized by the Indian communications industry as its most reliable
chronicle. The Company had also received this award in the year 2007.
Other Recognitions
During the year, Mr. Arvind Rao, CEO and Managing Director of the
Company won the award for the Start-Up Entrepreneur of the year 2008
of the Ernst & young Tenth Entrepreneur Awards 2008.
The Annual Report and Accounts of the Company for the year ended March
31, 2008, have been adjudged as the second best amongst the entries
received under the Category ‘Information Technology, Communication
and Entertainment enterprises’ (Category ‘V’) of the ‘ICAI (Institute of
Chartered Accountants of India) Awards for Excellence in Financial
Reporting’.
The Company has again been recognized as one of the 50 fastest growing
technology companies in India by Deloitte Touche Tohmatsu and received
‘Technology Fast 50 India award again in the year 2008 program.
The Company has been recognized as one of the 500 fastest growing
technology companies in Asia Pacific by Deloitte Touche Tohmatsu and
received ‘Technology Fast 500 Asia Pacific award in the 2008 program.
CORPORATE SOCIAL RESPONSIBILITy
The Company, as a responsible corporate entity, believes firmly in
leveraging its mobile platforms in the operators, to serve the society at
large.
As a responsible Corporate Citizen, the Company is committed to
contributing to the society, environment and community. The focus areas on
which the Company strived to ‘Make a Difference’ were the environment,
differently abled and underprivileged children. We translated this into
40
action by providing non-financial support. The Company partnered with
Spastic Society, Shristi Academy, Maya Organic and CRy for various
initiatives. Support for setting up kiosk was provided for them for sale of
their products to employees.
The Company also supported “Gift a tree “initiative in association with
SAP Green on “World environment Day”. Further, the Company has built
awareness programs on AIDS, Cancer (through our Health & wellness
newsletter) and Sexual Harassment at regular intervals.
The year under review saw the Company launching some innovative
initiatives on mobile such as:
1. Awareness campaign for free and fair elections
2. AIDS awareness campaigns
3. ‘Learn English’ services
INFRASTRUCTURE
As of March 31, 2009, the Company has obtained on lease, office spaces
at Bangalore and Mumbai. Further, the Company owns an office space
in Mumbai. Apart from this the Company has offices at Delhi, Sydney,
Kuala Lumpur, Jakarta, Paris, Dhaka, Singapore, Seattle, Bucharest,
Johannesburg, Kathmandu and London.
HUMAN RESOURCE MANAGEMENT
OnMobile has always believed in building a culture of innovation and
creativity where our employees are inspired to achieve excellence in their
area of functioning. As OnMobile grows globally, expanding its footprint
through its own and acquired offices, we continue to endeavor to foster
a common culture among our globally diversified workforce.
During the year 2008-09 the Company has added 198 Full Time Employee
(FTE) + Contract employees across various functions like Product, Sales &
Marketing, Delivery & Operations, Engineering etc. As on March 31, 2009
employee strength was 1,054. Including the employees in our subsidiary
our total head count is 1,227 employees.
Today, we are a multicultural company, having Latin American, Europeans
and Asians of multiple nationalities as employees at OnMobile.
Our mission is to be the most respected VAS Company in the world, thus
we need to hire the best. Our goal is to attract the best talent around
the globe. We have been hiring diverse workforce. We believe in hiring
individuals with attitude and aptitude to lead the changes that take place
in the telecommunications industry each day.
We continue to tap into the campus talent pool, attracting the best and
brightest from the country’s top Engineering colleges.

As the Company continues to scale on the people front, it has focused
on enhancing the learning and development opportunities offered to
the team members. In the year 2008-09 the Company has offered 3,383
training days of domain, soft skill and leadership training programs. The
annualized attrition % for confirmed FTE for the year 2008-09 is 15.7%
as compared to 10.8% in 2007-08.
OnMobile has always believed in high performance work culture.
The year 2008-09 is an indication of creating this culture by enforcing
“performance” as a critical differentiator. This paved the way for attrition
of employees who were unable to adapt to this work culture. We are also
planning to introduce several HR practices to retain high performers.
RESEARCH AND DEVELOPMENT/EDUCATION AND KNOW-HOW
INITIATIVES
While India has been the main market, the Company is fast expanding
into many other developing and developed markets.
The Research and development (R&D) efforts are focused on
• Reaching out to as many users as possible across multiple channels, OnMobile Leadership Team, which includes certain key employees of
given the different capabilities of handsets and networks;
• Making the services affordable, particularly given the low-ARPU and section of this Annual Report.
challenging recharge patterns, in the developing markets;
• Serving a totally-new set of subscribers, who have joined the mobile
network;
• Making the services easy to use, with Localization, Easier Content
Discovery and Personalization.
CORPORATE GOVERNANCE
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 have implemented all the stipulations prescribed. A
detailed report on corporate governance pursuant to the requirements of
Clause 49 of the Listing Agreement forms part of the Annual Report. The
41
certificate(s) from the auditors of the Company, Deloitte Haskins & Sells,
Chartered Accountants, and independent practicing Company Secretary
Mr. Hegde confirming compliance of conditions of corporate governance
as stipulated under the aforesaid Clause 49 are annexed to the Corporate
Governance Report.
MANAGEMENT DISCUSSION AND ANALySIS REPORT
In accordance with the Listing Agreements, the Management Discussion
and Analysis Report is presented in the separate section forming part of
the Annual Report.
DIRECTORS
Mr. Naresh Malhotra and Mr. Sridar A Iyengar, Directors retire by rotation
and being eligible offer themselves for re-appointment at the forthcoming
Annual General Meeting of the Company.
Brief resumes of the directors offering for re-appointment are included in
the notice for the Annual General Meeting.
Since the last Directors’ Report, Mr. Vikram Kirloskar has resigned from
the Board on August 08, 2008. Mr. Hatim Tyabji was appointed as an
Alternate Director for Mr. Henry Huntley Haight IV for the Board and
Committee Meetings dated January 29 and 30, 2009 respectively and
automatically vacated office as Mr. Henry Huntley Haight IV attended the
subsequent Board and Committee Meetings.
Further, during the year under review the Company appointed Mr. Sanjay
Uppal as the Chief Operating Officer and President of the Company. Mr.
Uppal joined the Company on December 09, 2008. The details of the
the Company, have been specified in the “OnMobile Leadership Team”
AUDITORS
The statutory auditors of the Company, M/s. Deloitte Haskins & Sells,
Chartered Accountants, who retire as statutory auditors of the Company
at the conclusion of the forthcoming Annual General Meeting, offer
themselves for re-appointment and have also confirmed that their
appointment, if made, will be within the limits under Section 224(1B) of
the Companies Act, 1956. The auditor’s report is self explanatory and the
observations made therein have been commented upon by the Board in
the notes to accounts.
RESPONSIBILITy STATEMENT OF THE BOARD OF DIRECTORS
Pursuant to Section 217(2AA) of the Companies Act, 1956, 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 and applied 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 as at
the end of the financial year and of the profit 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 Companies Act, 1956 and 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.
PARTICULARS OF EMPLOyEES
The information as are required to be provided in terms of section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, have been included as an annexure A to this
report.
CONSERVATION OF ENERGy AND TECHNOLGy ABSORPTION
The Company, being a service provider organization, most of the
information as required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of the Board of Directors) Rules, 1988, as amended is not applicable.
However, the Company endeavors to effectively utilize and conserve
energy by using improved technology in its infrastructure such as lightings
and paper usage.
FIXED DEPOSITS
In terms of the provision of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits Rules) 1975, the Company
has not accepted any fixed deposits during the year under review.
EMPLOyEE STOCK OPTION PLAN (ESOP)
The Company had approved following ESOP Schemes i.e. the 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 and Employee Stock Option Plan
-I, 2008, ESOP Plan-II, 2008, ESOP Plan-III, 2008 and ESOP Plan-IV, 2008
for granting stock options to its employees. All the schemes endeavor to
provide incentives and retain employees who contribute to the growth
of the Company. During the year the Company’s shareholders approved
ESOP Plan - II, 2008, ESOP Plan-III, 2008 and ESOP plan-IV, 2008. The
42
ESOP plans-II, 2008 and ESOP Plan-IV, 2008 are for the employees of the
Company’s Subsidiaries “Vox Mobili S.A.” and “Telisma S.A.”. Disclosure
in compliance with the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme Guidelines,
1999), as amended, is presented as Annexure B to this Directors Report.
The Company accounted the above options using the intrinsic value
method and thus, the difference between the fair value of the underlying
shares in the year of grant and the options exercise value was charged
to the profit and loss account. Accordingly, the compensation charge
thereon in the current year is Rs. 0.06 Million (Previous year-Rs.1.41
Million). If the Company had accounted the option under fair value
method, amortizing the stock compensation expense thereon over the
vesting period, the reported profit for the year ended March 31, 2009
would have been lower by Rs. 26.12 Million (Previous year- Rs. 27.00
Million) and Basic and diluted EPS would have been revised to Rs.11.8
(Previous year- Rs. 9.4) and Rs 11.4 (Previous year- Rs. 8.7) respectively
as compared to Rs. 12.2 (Previous year- Rs 9.9) and Rs 11.8 (Previous
year- Rs. 9.2) without such impact.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Description year ended
March 31, 2009 March 31, 2008
Foreign exchange earnings 163.66 95.26
Foreign exchange outgo 597.70 425.73
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
supportextended by the various departments of the Government of India,
particularly the Software Technology Parks, the Service tax and Income
tax Departments, the Customs and Excise departments, the Ministry of
Commerce, the Department of Telecommunications, the Reserve Bank
of India, Ministry of Company Affairs, Securities and Exchange Board of
India and look forward to their support in all future endeavors.
For and on behalf of the board of directors
Arvind Rao Chandramouli Janakiraman
Chairman and Managing Director Director
Place: Bangalore
Date: June 19, 2009
 ANNExURE A TO THE DIRECTORS REPORT
[Information as per section 217(2A) of the companies act, 1956, read with the companies (Particulars of employees) rules 1975, and forming part of the directors' report for the year ended
March 31, 2009].

EMPLOyEES EMPLOyED FOR FULL yEAR

Employee Name Designation Salary in INR Nature of Duties of Qualification Experience in Joining Age Previous Employment Designation
Employee years Date

Amit Kumar Dey Co-Head International Business 9,927,124 Sales & Marketing BE,MBM 16. 06-Nov-00 40 Ericsson India Private Limited Marketing Manager
Bikram Sherwat Business Development Manager - 2,975,030 Sales & Marketing BA 2. 24-Nov-03 32 Hughes Escorts Communication Account Manager
South East Asia Ltd
Christy George Director - Engineering 2,998,768 Engineering BTech 8 11-Oct-00 37 Bristol (UK)
Debraj Tripathy Head - Mobile Marketing 9,300,949 Mobile Marketing BE,PGBM 11 16-Aug-07 39 Deccan Chronicle Managing Director
Ganesh Thyagarajan Senior Product Development Manager 2,474,628 Engineering BTech 10 8-May-06 33 Arcot Systems Inc Client Services Manager
Guruprasad K Murthy Head - Product Unit (Search) 3,310,248 Engineering ME 18. 3-Sep-07 48 Taxila Infosystems VP-Global Services & Engineering
Madhusudhan Principal Analyst 3,024,177 Products MSC(PGDC) 11 10-Mar-08 36 Meritus Analytics Partner-Global Delivery
Neeraj Sharma Head - Content & Business Manager 2,654,433 Content Management BCom,MBA 12. 06-Dec-06 37 Times Internet Ltd Business Head
SMS & WAP
Pratap P Bernard Head - Marketing & Products 3,189,194 Sales & Marketing BE,PGDMM 17 01-Jul-07 39 IBM e-Business service and Country Manager
solutions
Proneel Guptan Senior Engineering Manager 2,841,043 Engineering BTech 14 18-Sep-07 37 Marsh Inc Asst. VP
Veemboor
Raghavendra Varma Director - Engineering 2,307,784 Engineering BTech 12 01-Mar-04 37 Infosys Technologies Ltd Senior Technical architect
Rajesh M V Head - Media Business 2,526,524 Sales & Marketing BSc,Msc 14 16-Nov-04 40 Group M Private Limited Planning Director
Rajesh Moorti Chief Financial Officer 5,171,918 Finance & BCom,ACA,ICWA 16 04-Apr-06 42 Sara Lee Corporation, UK Director, Financial Planning
Administration

43
Sandeep Ganguly Head - India Private Operators 3,360,346 Sales & Marketing PGDBA 15 01-Feb-05 37 Hughes Escorts Communication Senior Manager
Ltd
Sandhya Gupta Head - M&A Investments & Strategy 5,943,916 General Management BA,MA,MBA 14 01-Nov-04 39 Galaxy Entertainment Limited Vice President- Investments
Sanjay Bhambri Co-Head, International Business 5,623,195 Sales & Marketing BSc,MBM 10 02-Apr-07 38 Hughes Network Systems Regional Sales Director
Development
Sanjiv Kumar K 2,403,818 Engineering BSC 13 12-Apr-07 36 CMC Ltd Software Consultant
Sidharth Sharma SBU Head 2,931,599 Sales & Marketing BE 3 04-Jan-05 29 ZTE Corporation General Manager Sales
Sriram SN Client Services Manager 3,147,945 Sales & Marketing BSC,MBA 10 18-Jul-07 35 Deccan Chronicle VP Marketing
Tanmay Kumar Senior Product Development Manager 2,489,614 Engineering BTech 9 27-Apr-04 34 Infosys Technologies Ltd Technical architect
Mohapatra
yashwant Bachawat Business Development Manager 3,922,809 Sales & Marketing BCom 4 28-Sep-04 30 ICICI Onesource Ltd Sr. Marketing Executive

EMPLOyEES EMPLOyED FOR PART OF THE yEAR

Employee Name Designation Salary in INR Nature of Duties of Qualification Experience in Joining Age Previous Employment Designation

Employee years Date

Arvind Gupta Account Director 639,992 Sales & Marketing BE,PGCGM 24 2-Feb-09 44 Air2web Pvt. Ltd VP & Head Sales-India
Hemant Sharma CTO - Mobile data Products & Services 1,840,717 Mobile Data Products BE 8 01-May-07 32 ITfinity Co-Founder
Krishna Jha Head - Mobile Data Products & Services 1,879,154 Mobile Data Products BE 9 01-May-07 35 ITfinity Co-Founder
Nagesh Rao VP - Engineering 1,267,905 Mobile Data Products BE 10 01-May-07 32 ITfinity VP - Engineering
Rajiv Kuchhal Chief Operating Officer 836,109 General Management BTech 21 02-May-06 43 Progeon Ltd VP (Business Transformation)
Sanjay Uppal President & Chief Operating Officer 4,864,517 General Management B Tech,MS,MS 18 9-Dec-08 47 Citrix Systems Inc., VP-Application Networking
Shampa Kochhar Vice President - HR 435,120 Human Resources BA,PGDPM&IR 16 23-Feb-09 41 AOL Director HR

Arvind Rao Chandramouli Janakiraman Rajesh Moorti Srikiran D

Managing Director Director CFO Company Secretary
ANNExURE B
ESOP Plan I - 2003
Description
Total number of options under the
plan (each option represents one share
after adjusting for bonus issues of the
Company)
The Pricing Formula (without bonus
adjustment)
Variation in terms
Options granted during the year
(each option represents one share
after adjusting for bonus issues of the
Company)
Weighted average price per option
granted during the year
Options vested (including vested and
exercised) (as of March 31, 2009)
Options exercised during the year
Money raised on exercise of options:
Options forfeited during the year
Options lapsed during the year
Total number of options in force at the
end of the year (including unvested
Options)
Grant to senior management and
independent directors during the year*
Employees receiving 5% or more of the
total number of options granted during
the year**
Diluted EPS pursuant to issue of shares
on exercise of options calculated in
accordance with AS 20
Details
13,338,000
Rs.10
There was a clarificatory amendment to
the Plan provided in July 24, 2006 by the
Shareholders of the Company such that
the Vesting Schedule under the Plan shall
be as follows:
(i) of all the Stock Options granted to
the Optionee for the first time under
the Plan(s), 25% of such Options shall
be deemed to vest at the end of twelve
(12) months from the date of employment
or engagement of the Optionee and
remaining 75% of such Options shall be
deemed to vest from the 13th month from
the date of employment or engagement of
the Optionee at a rate of 1/36th per month
for the next thirty six (36) months of the
Vesting Period; AND (ii) of all the Stock
Options granted to the Optionee, other
than a Founder Director of the Company,
to whom Options have already been
granted once or more than once under
the Plan, 25% of such Options shall be
deemed to vest at the end of twelve (12)
months from the date of such Grant and
the remaining 75% of such Options shall
be deemed to vest from the 13th month
from the date of such Grant at a rate of
1/36th per month for the next thirty six
(36) months of the Vesting Period
Nil
Not Applicable
12,687,038
391,625
301,250
148,213
Nil
1,196,247
Nil
Nil
11.8
44
ESOP Plan II - 2003
Description Details
Total number of options under the
plan (each option represents one share
1,482,000
after adjusting for bonus issues of the
Company)
The Pricing Formula (without bonus
Rs.10
adjustment)
There was a clarificatory amendment to
the Plan provided in July 24, 2006 by the
Shareholders of the Company such that
the Vesting Schedule under the Plan shall
be as follows:
(i) of all the Stock Options granted to
the Optionee for the first time under the
Plan(s), 25% of such Options shall be
deemed to vest at the end of twelve (12)
months from the date of employment
or engagement of the Optionee and
remaining 75% of such Options shall
be deemed to vest from the 13th
month from the date of employment or
Variation in terms engagement of the Optionee at a rate of
1/36th per month for the next thirty six
(36) months of the Vesting Period; AND
(ii) of all the Stock Options granted to the
Optionee, other than a Founder Director
of the Company, to whom Options have
already been granted once or more
than once under the Plan, 25% of such
Options shall be deemed to vest at the
end of twelve (12) months from the date
of such Grant and the remaining 75%
of such Options shall be deemed to vest
from the 13th month from the date of
such Grant at a rate of 1/36th per month
for the next thirty six (36) months of the
Vesting Period.
Options granted during the year Nil
Weighted average price per option
Not Applicable
granted during the year
Options vested (including those exercised)
1.482,000
(as of March 31, 2009)
Options exercised during the year Nil
Money raised on exercise of options Nil
Options forfeited during the year Nil
Options lapsed during the year Nil
Total number of options in force at the end
Nil
of the year (including unvested Options)
Grant to senior management and
Nil
independent directors during the year
Employees receiving 5% or more of the
total number of options granted during Nil
the year
Diluted EPS pursuant to issue of shares
on exercise of options calculated in 11.8
accordance with AS 20
ESOP Plan III- 2006 Grant to senior management and
Nil
independent directors during the year
Description Details Employees receiving 5% or more of the
Total number of options under the total number of options granted during Nil
plan (each option represents one share the year
800,371
after adjusting for bonus issues of the Diluted EPS pursuant to issue of shares
Company) on exercise of options calculated in 11.8
Fair Market Value shall be a percentage of accordance with AS 20
the fair value of the shares, as determined
The Pricing Formula (without bonus
by the Compensation Committee from ESOP Plan II- 2007
time to time. Notwithstanding, anything
adjustment)
contained above, the Exercise Price shall Description Details
not be less than the nominal value of the
Total number of options under the
shares.
plan (each option represents one share
Variation in terms Nil 74,360
after adjusting for bonus issues of the
Options granted during the year Nil Company)
Weighted average price per option Fair Market Value shall be a percentage of
Not Applicable the fair value of the shares, as determined
granted during the year
Options vested (including those vested by the Compensation Committee from
165,282 The Pricing Formula time to time. Notwithstanding, anything
and exercised) (as of March 31, 2009)
contained above, the Exercise Price shall
Options exercised during the year 35,555 not be less than the nominal value of the
Money raised on exercise of options 8,634,000 shares.
Options forfeited during the year 184,405 Variation in terms Nil
Options lapsed during the year Nil Options granted during the year Nil
Total number of options in force at the Weighted average price per option
end of the year (including unvested 511,888 Not Applicable
granted during the year
Options) Options vested (including those vested
Grant to senior management and Nil
Nil and exercised) (as of March 31, 2009)
independent directors during the year* Options exercised during the year Nil
Employees receiving 5% or more of the Money raised on exercise of options Nil
total number of options granted during Nil
the year Options forfeited during the year 74,360
Diluted EPS pursuant to issue of shares Options lapsed during the year Nil
on exercise of options calculated in 11.8 Total number of options in force at the
accordance with AS 20 end of the year (including unvested Nil
Options)
ESOP Plan I- 2007 Grant to senior management and
Nil
independent directors during the year
Description Details Employees receiving 5% or more of the
Total number of options under the total number of options granted during Nil
plan (each option represents one share the year
975,000
after adjusting for bonus issues of the Diluted EPS pursuant to issue of shares
Company) on exercise of options calculated in 11.8
Fair Market Value shall be a percentage of accordance with AS 20
the fair value of the shares, as determined
The Pricing Formula (without bonus
by the Compensation Committee from ESOP Plan I- 2008
time to time. Notwithstanding, anything
adjustment)
contained above, the Exercise Price shall Description Details
not be less than the nominal value of the Total number of options under the
shares. plan (each option represents one share
26,000
Variation in terms Nil after adjusting for bonus issues of the
Options granted during the year 97,498 Company)
Weighted average price per option Fair Market Value shall be a percentage of
Rs. 453.04 the fair value of the shares, as determined
granted during the year
by the Compensation Committee from
Options vested (including those vested
49,327 The Pricing Formula time to time. Notwithstanding, anything
and exercised) (as of March 31, 2009)
contained above, the Exercise Price shall
Options exercised during the year Nil not be less than the nominal value of the
Money raised on exercise of options Nil shares.
Options forfeited during the year 365,550 Variation in terms Nil
Options lapsed during the year Nil Options granted during the year 26,000
Weighted average price per option
Total number of options in force at the Rs. 298.54
granted during the year
end of the year (including unvested 135,278
Options vested (including those vested
Options) Nil
and exercised) (as of March 31, 2009)

45
Options exercised during the year Nil Employees receiving 5% or more of the total number of options
Money raised on exercise of options Nil
Options forfeited during the year 26,000 granted during the year under this plan
Options lapsed during the year Nil
Total number of options in force at the Name No. of Options
end of the year (including unvested Nil BALAINE Laurent 22,000
Options)
Grant to senior management and SOUFFLET Frederic 17,000
Nil
independent directors during the year Le FLOUR Eric 17,000
Employees receiving 5% or more of the
total number of options granted during Nil COGNE Laurent 5,600
the year MARE Fabrice 5,600
Diluted EPS pursuant to issue of shares
on exercise of options calculated in 11.8 ESOP Plan III- 2008
accordance with AS 20
Description Details
ESOP Plan II- 2008
Total number of options under the
Description Details plan (each option represents one share
115,000
after adjusting for bonus issues of the
Total number of options under the Company)
plan (each option represents one share
100,000 Fair Market Value shall be a percentage of
after adjusting for bonus issues of the
the fair value of the shares, as determined
Company)
by the Compensation Committee from
Fair Market Value shall be a percentage of The Pricing Formula time to time. Notwithstanding, anything
the fair value of the shares, as determined contained above, the Exercise Price shall
by the Compensation Committee from not be less than the nominal value of the
The Pricing Formula time to time. Notwithstanding, anything shares.
contained above, the Exercise Price shall Variation in terms Nil
not be less than the nominal value of the
shares. Options granted during the year 748,240

Variation in terms Nil Weighted average price per option

Rs. 298.54
granted during the year
Options granted during the year 100,000
Options vested (including those vested
Nil
Weighted average price per option and exercised) (as of March 31, 2009)
Rs. 298.54
granted during the year
Options exercised during the year Nil
Options vested (including those vested Money raised on exercise of options Nil
Nil
and exercised) (as of March 31, 2009)
Options forfeited during the year 25,040
Options exercised during the year Nil
Options lapsed during the year Nil
Money raised on exercise of options Nil
Total number of options in force at the
Options forfeited during the year Nil end of the year (including unvested 723,200
Options)
Options lapsed during the year Nil
Grant to senior management and
Total number of options in force at the 283,850
independent directors during the year
end of the year (including unvested 100,000
Options) Employees receiving 5% or more of the
total number of options granted during 283,850
Grant to senior management and the year
22,000
independent directors during the year
Options granted at 3 year vesting and -
Others
Employees receiving 5% or more of the options granted at 4 year vesting
total number of options granted during 67,200
Diluted EPS pursuant to issue of shares
the year
on exercise of options calculated in 11.8
Diluted EPS pursuant to issue of shares accordance with AS 20
on exercise of options calculated in 11.8
accordance with AS 20 *Grant to senior management and independent directors during
Grant to senior management and independent directors during the year under this plan
the year under this plan Name No. of Options

Name No. of options Sanjay Uppal 180,000

BALAINE Laurent 22,000 Debraj Tripathy 103,850

46
**Employees receiving 5% or more of the total number of options Total number of options in force at the
end of the year (including unvested 173,953
granted during the year under this plan Options)
Grant to senior management and
Name No. of Options 12,220
independent directors during the year
Sanjay Uppal 180,000 Employees receiving 5% or more of the
Debraj Tripathy 103,850 total number of options granted during 99,203
the year
ESOP Plan IV- 2008 Diluted EPS pursuant to issue of shares
on exercise of options calculated in 11.8
Description Details accordance with AS 20
Total number of options under the
plan (each option represents one share Grant to senior management and independent directors during
173,953
after adjusting for bonus issues of the
Company)
the year under this plan
Fair Market Value shall be a percentage of
Name No. of Options
the fair value of the shares, as determined
by the Compensation Committee from Nicolas Frattaroli 12,220
The Pricing Formula time to time. Notwithstanding, anything
contained above, the Exercise Price shall Employees receiving 5% or more of the total number of options
not be less than the nominal value of the
shares. granted during the year under this plan
Variation in terms Nil
Options granted during the year 173,953 Name No. of Options
Weighted average price per option MATOS David 18,200
Rs. 298.54
granted during the year SAPPE Julien 18,200
Options vested (including those vested STROPPA Florent 14,950
Nil
and exercised) (as of March 31, 2009)
CHEBASSIER Alain 13,000
Options exercised during the year Nil
Money raised on exercise of options Nil FRATTAROLI Nicolas 12,220
Options forfeited during the year Nil VIEILLEVIGNE Eric 12,220
Options lapsed during the year Nil

47
 Management Discussion and Analysis
1. INDUSTRy OVERVIEW
Indian Telecommunication (Telecom) Industry
Since the Indian telecom sector was liberalized in 1994, it has witnessed
phenomenal growth. Valued at over USD 100 billion today, it is
contributing approximately 13% to the GDP. In a landmark achievement,
India crossed the 400-million mark in telephone connections at the
end of January 2009 from just 10 million a decade ago. The country is
the second-biggest market for wireless services (lagging only China),
adding close to 10 million mobile subscribers every month. Geographical
coverage of mobile telephony has gone up from 13%, a couple of years
ago to 39% now. From two operators in each circle in 1995, there are
now 8 pan- India operators offering the Indian consumer unprecedented
choice and low tariffs.
The wireless sector has been supported by higher disposable incomes,
falling tariffs, increased affordability of handsets and a progressive
regulatory regime. Notwithstanding the industry’s rapid growth and
development, both the mobile and fixed-line density remain low,
indicating sound growth prospects over the medium term. Despite the
economic slowdown, the telecom industry continues on a dynamic
growth path. External interest in the industry remains high, and cross-
border investment has gathered pace. Analysts are optimistic about
the sector’s future growth given the wide spectrum of socio-economic
categories from which demand for telecom services is emerging. The
qualitative impact a mobile has on life and the quantitative impact on
one’s profession are key to rising demand in the sector.
With saturation in urban and metro markets, industry players need to
acquire new subscribers by expanding in semi-urban and rural areas
and sell more services to existing subscribers. As the new subscriptions
will largely happen at the bottom of the pyramid, they will lead to a
reduction in the Average Revenue Per User (ARPU). The decrease can
also be attributed to the structure of the Indian mobile market where
92% of the subscriber base is on pre-paid connection. This again implies
that most of the subscribers added are from the bottom of the pyramid
with low usage resulting in low ARPU. With new licenses being offered,
the number of Operators in the already crowded market is set to go
up, which will bring with it further price cuts in airtime and for basic
48
messaging. In this scenario, Mobile Value Added Services (MVAS) is a
potential long term-revenue stream. Not only does it lead to an increase
in the ARPU, it also acts as a differentiator between operators. Besides,
consumers today seek more from their communication devices than just
mobility and connectivity and MVAS serves this very need.
Mobile Value Added Services (MVAS)
Mobile Value Added Services (MVAS) are enhanced services which add
value to basic teleservices. These are not part of the basic voice offer and
are availed separately by the end user. The size of the MVAS market (as
of June 2008) is Rs. 5780 crores.
It currently contributes over 10-14% of the total revenue of mobile
telecom service providers. This is expected to rise to over 30% in the
next 5-7 years.
Based on the need fulfillment of the end user, MVAS can be put into three
broad categories:
Entertainment VAS – E.g. – Jokes, Ringtones, Caller Ring Back Tones
(CRBT), Mobile Radio. This drives the VAS market in terms of volume as
well as revenue.
Information VAS – E.g. – Movie reviews, News, Astrology, Stock updates.
This is gradually getting popular depending on relevance.
mCommerce VAS (Transactional services) – E.g. - Mobile Banking, Mobile
payments. This is currently in the embryonic stage.
2. OPPORTUNITIES AND CHALLENGES
Opportunities
The Department of Telecom (DoT) has projected that the country will
have a billion mobile phones by 2014. India’s population is expected to
be 1.26 billion in the same year, and with mobile penetration at 1.01
billion, the mobile teledensity would be upwards of 80%. This probably
reflects the world’s largest new growth opportunity over the next five
years, surpassing even China’s potential. To reach this figure, it would be
imperative to redefine spectrum allocation and pricing policies, conduct
3G auctions earlier and review M&A norms.
Competition is set to intensify further with the commencement of
services by new UASL 1 and 3G licensees. Analysts believe 3G wireless
broadband is going to mark a quantum leap in wireless communication
in the country. Services like high speed internet access and video calls
on the mobile will become possible through 3G. The development of 3G
networks will also provide impetus to rural development initiatives such
as e-governance, e-health and e-education. Rural areas will be a major
growth driver for the industry. India’s rural teledensity currently stands
at less than 13%, while teledensity in major urban centres has reached
82%. However, it is expected that initially, the additional spectrum will
be used to address the current congestion concerns and the 3G related
data services will take some time to make a significant impact.
The above scenario is expected to provide a major boost to the MVAS
market. Operators are investing heavily in reaching out to customers
more effectively to make them aware of various services being offered
to them. Increase in user base, price decline in MVAS services, new
technology adoption (like 3G, NGN) by operators and the entry of Mobile
Virtual Network Operators (MVNOs) are the some of the factors that
will propel the MVAS market to grow to Rs. 16520 crores by June 2010.
Development of regional and linguistic content including vernacular
news portals, devotional ringtones, etc will give a further boost to
the MVAS market. Entertainment VAS is expected to remain the VAS
driver for the next few years. Information VAS is going to be the key
to address the growing rural market. Mobile marketing, mobile banking
and location based services (providing relevant and timely information
to users based on their location) are some of the MVAS that are likely to
grow significantly in the coming years.
Consumers in other Emerging Markets exhibit similar characteristics and
usage behavior relative to their Indian counterparts. This includes high
percentage or prepaid consumers, local and regional language constraints,
low ARPU’s, handsets purchased independent of the mobile connection
and limited adoption of data services. Replicating the successes with VAS
in India, the selection of products offered and the best practices gained
from the current deployments into these Emerging Market countries
provide an opportunity for International growth.
In developed countries like Europe and North America, subscriber growth
has slowed down dramatically and mobile penetration in some countries
has exceeded 100% of the population. In these conditions where airtime
prices are under severe pressure and subscriber retention is critical,
Data and Value Added Services are the primary tools for the Operator to
differentiate their service offering. App Stores that enable consumers to
directly download mobile applications opens a new market opportunity.
Challenges
Meeting ever changing needs and tastes of customers including language
needs across regions will provide a major challenge to both telecom
operators as well as MVAS players. MVAS will have to be made more
relevant to the emerging set of users. There is an urgent need to develop
new technology and consolidate the industry.
49
High cost, limited awareness of services, language barriers and limited
availability of local content are some of the factors that prevent MVAS
from growing even faster. A stringent regulatory framework for VAS has
become critical not only to encourage content creators and protect their
copyrights, but also to encourage investment particularly Foreign Direct
Investment in the sector.
Currently, the MVAS market in India is focused around entertainment,
music and sports. It is usually the younger demographic that uses such
services. Thus, there is a need to focus on other VAS such as Information
VAS and Transaction VAS so that the consumer base extends to all
sections of the population. Security concerns persist in the usage of
mCommerce and adequate measures need to be taken before this service
can take off in a big way. With growing number of operators, the task
of aligning with operators across circles would prove to be another big
challenge for MVAS players.
With new VAS services being introduced every week, ensuring consumer
awareness has become that much more of a challenge. As SMS is used as
the main channel for generating awareness for these new applications,
consumers are not fully aware of the services given that the SMS is sent
in English. High cost of content is another challenge that makes content-
intensive services less cost efficient.
3. OUTLOOK
Over 92 customers (telecom operators, media houses, mCommerce
players, data service providers) in 22 countries rely on the Company
to bring VAS to over 600 million consumers. The Company has offices
in Mumbai, Delhi, Bangalore, Singapore, Paris, Jakarta, London, Kuala
Lumpur, Dhaka, Seattle and Sydney. Its long term relationships with
blue-chip operators, a business model that aligns with the interests of
its customers, continuous innovation and understanding of consumer
tastes and preferences give it an edge over its competitors. Through
strategic global acquisitions including that of Telisma S.A in 2008,
constant technical and process innovation, end-to-end solutions, wide
product portfolio, time-to-market speed and assured quality, OnMobile
is strongly positioned to lead the fast growing MVAS market around the
world and become one of the leading global providers of MVAS.
4. RISKS AND CONCERNS
There is a separate section on Risk Management in the Annual Report.
5. INTERNAL CONTROL SySTEMS AND THEIR ADEQUACy
This is covered in the Risk Management Section.
The consolidated financial statements relate to OnMobile Global Limited,
referred to as “the Company” and its subsidiaries, together referred to
as “the Group”.
The consolidated results for the Fy 2008-09 are not directly comparable
to the consolidated results for the Fy 2007-08 as:
 a) It includes full year consolidation of Vox mobili as against only 7 months in Fy 2007-08

b) Includes results of OnMobile Europe B.V. formed during the year

c) Includes results of Telisma S. A. acquired during the year.

CONSOLIDATED RESULT OF OPERATIONS

In Rs. Million except EPS
Particulars Fy 2008-09 % of Total Revenue Fy 2007-08 % of Total Revenue Growth %
Revenue 4,063.57 2,618.16 55
Cost of Sales and Services 777.43 19 396.52 15 96
Manpower Cost 1,203.59 30 641.40 24 88
Administration and Other Expenses 801.28 20 531.89 20 51
Earnings before Other Income, Depreciation and Amortization,
1,281.27 32 1,048.35 40 22
Finance Charges and Taxes
Other Income 310.09 8 74.69 3 315
Depreciation and Amortization 439.67 11 255.64 10 72
Finance Charges 0.55 0 17.09 1 (97)
Earnings before Tax 1,151.14 26 850.31 32 35
Provision for Taxation 299.17 7 247.21 9 21
Earnings after Tax 851.97 19 603.10 22 41
EPS – Basic 14.8 12.6
EPS – Diluted 14.3 11.6

Revenue
Revenue is derived from Telecom Value Added Services, sale of user
Licenses and other services. Revenue from Telecom Value Added Services
including royalty income is recognized on provision of services in terms
of revenue sharing arrangements with the telecom operators. Revenue
from sale of user licenses for software applications is recognized when
the applications are functionally installed at the customer’s location as
per the terms of the contracts and revenue from other services including
maintenance services is recognized proportionately over the period
during which the services are rendered as per the terms of contract.
The revenue for the Fy 2008-09 was Rs. 4,064 million as against Rs. 2618
million for Fy 2007-08, thus recording an impressive growth of 55%. The
increase in revenue is attributable to
 Increase in the number of customers, both domestic and
international
 Launch of new products and innovative features
 Expansion of the subscriber base of the existing customers; and
 Acquisition of Telisma S. A.
The total number of customers added during the Fy 2008-09 was 57 for
the Group.
 39 for the Company; 2 domestic telecom operators, 8 international
telecom operators and balance in media, M-commerce and
others.
 18 for the subsidiaries.
Cost of Sales and Services
Cost of Sales and Services consists of amount incurred towards content
fee, royalty and cost of hardware and software development charges.
Content fee and royalty is paid to content providers such as music
label companies, royalties agencies, sports licensing authorities and
other content licensors from whom the group sources and aggregates
content, pursuant to licensing agreements with them. Cost of hardware
and software development charges primarily represents cost of software
packages, tools and services procured by the group for providing /
enhancing the quality of its services to the customers.
During the Fy 2008-09, the cost of sales and services has increased by
96% to Rs. 777 Million from Rs. 397 Million incurred in Fy 2007-08. The
break up is as follows:

Particulars Fy 2008-09 % of Total Revenue Fy 2007-08 % of Total Revenue Increase %

Content Fee and Royalty 513.18 13 231.78 9 121
Cost of Hardware and Software Development Charges 264.25 7 164.74 6 60
Cost of Sales and Services 777.43 19 396.52 15 96

50
The increase is due to
 Changes in contractual terms of payment for some services.
 Investment in new initiatives for which there is no corresponding
revenue.
Manpower Costs
Manpower costs comprises of salaries including bonus paid to employees,
contribution made to various employee welfare funds and expenses
incurred towards welfare of the employees .
During the Fy 2008-09, the group incurred a manpower cost of Rs 1,204
million as against Rs 641 million in the Fy 2007-08 thus, representing
an increase of 88% over the previous year. The increase in the employee
Particulars Fy 2008-09 % of Total Revenue
Rent and Other Facilities Cost 189.38
Travelling and Conveyance 149.01
Legal, Professional and Consultancy Charges 118.10
Communication Charges 90.17
Others 254.62
Total 801.28
The reasons for the increase in the expenses are as follows:
 Rent and other facilities cost: The Group has added new office
premises in Mumbai, Bangladesh and Europe to accommodate
the increased business activity.
 Travelling and Conveyance/ Communication charges: There has
been an increase in business activity especially, as the group
expands its geographical presence internationally.
 Legal, professional and consultancy charges: The Group had
engaged consultants during the year for advise on acquisition/
proposed acquisitions/ strategy road maps.
During the Fy 2008-09, there was an increased focus in optimization
of costs resulting in several measures being initiated all across the
group without compromising on the quality of services rendered to the
customers. This is reflected as a steady % of administration and other
expenses on revenue being maintained, in the current year vis-à-vis the
previous year.
Earnings before Other Income, Depreciation and Amortization,
Finance Charges and Taxes (EBIDTA)
The group earned an EBIDTA of Rs. 1,281.27 million in the Fy 2008-09
as compared to Rs. 1,048.35 million, representing a 22% growth over
the previous year.
Other Income
Other Income primarily consists of Interest earned on Fixed Deposits and
dividends yielded on mutual funds. There has been a substantial increase
in the other income earned in the current Fy 2008-09, Rs 310 million as
51
strength in Fy 2008-09 contributed to increase in the manpower cost
in the current year. The total employee strength as on March 31, 2009
was 1,227 which included a net addition of 198 employees during the
financial year.
During the year, there was an increased and sustained focus on
improving the existing employee productivity and optimization of human
resources.
Administration and Other Expenses
In the Fy 2008-09, the administration and other expenses increased by
51% to Rs. 801 million as against Rs. 532 million incurred in Fy 2007-08.
The break up of the expenses is given below:
Fy 2007-08 % of Total Revenue Increase%
5 118.95 5 59
4 90.19 3 65
3 69.88 3 69
2 56.67 2 59
6 196.21 7 30
20 531.89 20 51
compared to Rs 75 million of Fy 2007-08. This is due to the availability of
investible surplus funds in the current Fy on account of the money raised
in the Initial Public Offer, which is pending utilization for the purposes
mentioned in the prospectus.
During the Fy 2008-09, the investment policy of the Company was
reviewed and keeping in mind the volatile market conditions, it was
decided to shift all the surplus funds of the Company invested in mutual
funds to fixed deposits in Bank. Hence, as on March 31, 2009, the
company has no investments in mutual funds.
However the subsidiaries continue to invest in money market securities.
Depreciation and Amortization
The group provided a sum of Rs. 440 million and Rs. 256 million toward
depreciation for the Fy 2008-09 and Fy 2007-08, respectively, thus
representing a growth of 72% over the previous year. The increase in
depreciation is due to investment in expanding business activity.
Depreciation on assets is provided on a monthly basis using the straight line
method based on the useful life of the assets. Also, currently expenditure
incurred on research and development is not being capitalized.
The depreciation as a percentage of average gross block is 23% and 27%
for the years ended March 31, 2009 and 2008, respectively.
Finance Charges
The finance charges represent interest payable toward the finance lease
entered into by the Company for procurement of computer and electronic
equipments and interest paid towards loan to meet working capital
requirements.
Earnings before Tax
The Earnings before Tax of Rs. 1,151 million in the current Fy 2008-09, as
compared to Rs. 850 million earned during the previous year, represents
a 35% growth over the previous year.
Provision for Taxation
The amount provided for taxation in the current year is Rs 299 million as
against Rs 247 million provided in Fy 2007-08, thus representing 7% and
9% of revenue, respectively.
The tax expense has decreased as % of revenue due to:
 Increase in dividend income as a % of total profit in the current
Fy 2008-09 as compared to the previous Fy 2007-08. Dividend
income from mutual funds is exempt under Section 10(35) of the
Income Tax Act, 1961.
The balance retained in the Profit and Loss account as at March 31, 2009
was Rs. 2,178.80 million.
The Total Net worth of the group as March 31, 2009 is Rs. 6,990 million
with a book value of each share being Rs 121. The corresponding numbers
for the previous Fy are Rs 6,111 million and Rs 106, respectively.
LOAN FUNDS
Loan funds represent:
 During the year, the Company has entered into a finance lease
arrangement for procurement of computer and electronic
equipments and the secured loans represent the amount payable
towards the finance lease.
 During the year, one of the subsidiaries has taken a loan to meet
its working capital requirement.

 Carry forward losses of subsidiaries, resulting in nil tax expense Deferred Payment Liability
for the subsidiaries. Deferred payment liability represents amount payable towards the
investment in subsidiaries.
Earnings after Tax
As at March 31, 2008, the total amount payable of Rs 279 million was
The Earnings after Tax of Rs. 852 million in the current Fy 2008-09, as
towards Vox mobili S. A. acquired during the Fy 2007-08. During the
compared to Rs. 603 million earned during the previous year, represents
current Fy 2008-09, the movement in Deferred Payment Liability is given
a 41% growth over the previous year.
below:
FINANCIAL CONDITION
 Reduction due to payment of Rs 245 Million towards liability to
Share Capital
Vox mobili S.A.
The authorized share capital of the group is Rs 7,500 million, comprising
of 74,500,000 equity shares of Rs 10/- each and 500,000 preference  An additional liability of Rs 67 Million towards acquisition of
shares of Rs 10/- each. Telisma S. A., and

Currently as at March 31, 2009, the group has 57,833,319 equity shares  An additional liability of Rs 28 Million towards acquisition of
of Rs 10/- each as issued, subscribed and paid up capital which increased Intellectual Property from Music On.
from 57,406,139 equity shares of Rs 10/- each as at March 31, 2008. The The total deferred liability as at March 31, 2009 stands at Rs 129
increase was consequent to allotment of 427,180 fully paid up equity million.
shares of Rs.10/- each in pursuance of stock options exercised in May
Deferred Tax Liability and Asset
2008, July 2008, November 2008 and March 2009 (adjusted for Bonus
Deferred tax liabilities and assets are recognized for the future tax
issue in the ratio of 12:1). consequences of temporary differences between carrying values of the
Reserves and Surplus assets and liabilities and their respective tax bases and are measured
A summary of the reserve and surplus is given below: using enacted tax rates applicable on the Balance Sheet date. Deferred
tax assets are recognized subject to management’s judgement that
In Rs. Million realization is virtually certain.
Particulars As at March31, 2009 As at March31, 2008
Securities Premium 4,181.65 4,185.43 The deferred tax liability of the company as on March 31, 2009 is Rs 68
Foreign Currency Translation 50.72 23.22 million as compared to Rs. 39 million as on March 31, 2008.
Reserve
Profit and Loss Account 2,178.80 1,326.83 The deferred tax asset represent deferred asset of one of the subsidiaries
Total 6,411.17 5,535.48
and as on March 31, 2009 is Rs 0.95 million as compared to Rs. 21 million
The reduction to the share premium account of Rs. 4 million during the
as on March 31, 2008.
year is the net adjustment on account of issue on bonus shares.
Goodwill on consolidation
‘Foreign Currency Translation Reserve’ represents exchange differences
Goodwill on consolidation represents the excess of cost to the Company
arising out of consolidation in case of non-integral operations. In case of its investments in the subsidiary over its share of the equity of the
of “Integral operations”, these exchange differences are included under subsidiary, at the date on which the investment in the subsidiary company
Exchange Loss / Gain and charged to the Profit and Loss. was made.

52
The Goodwill as on March 31, 2009 is Rs 2,108 million as compared to Rs. 1,368 million as on March 31, 2008. Increase in Goodwill is on account of
acquisition of Telisma S.A. during the Fy 2008-09.

Fixed Assets
A statement of movement in fixed assets is given below:

Movement on account of Movement on account of

Gross Block In Rs. million As at March31, 2009 As at March31, 2008
acquisition additions/ deletions
Leasehold Improvements 35.14 34.46 - 0.68
Buildings 106.75 105.22 - 1.52
Office Equipment 7.58 3.91 1.19 2.49
Computer and Electronic Equipment 1,441.23 966.21 30.56 444.46
Furniture and Fixture 19.18 13.21 4.63 1.35
Motor Car 13.74 11.36 - 2.38
Leased Assets 48.21 - - 48.21
Software 821.59 200.83 567.71 53.05
Intellectual Property 42.9 - - 42.90
Capital Work-in- Progress 71.51 113.39 (41.88)
Total 2,607.84 1,448.60 604.08 555.16

The Company incurred an amount of Rs. 602 million (Rs. 767 million in
the previous year) as capital expenditure in the Fy 2008-09. Addition to
the gross block mainly comprises of
 Addition to computers and electronic equipments resulting from
expanding operations and
 Addition to software resulting from acquisition of Telisma S.A.
The decrease in capital expenditure is on account of sharp focus by the
group on improving asset productivity.
Also, the entire capital expenditure of the Company has been funded out
of the proceeds of the Initial Public Offer.
Cash and Bank Balances
The cash and bank balance as on March 31, 2009 was Rs.2,855 million as
against a balance of Rs 1,459 million as on March 31, 2008. The increase
in balance is due to the shift of investments of the Company from mutual
funds to bank fixed deposits during the Fy 2008-09. The cash balance as
on March 31, 2009 includes Rs 2,453 million invested in fixed deposits
with Public Sector and highly rated Private Sector Banks of India.
Loans and Advances
The loans and advances outstanding as on March 31, 2009 is Rs 1,686
million as compared to Rs 947 million outstanding as on March 31, 2008
thus representing an increase of Rs 738 million.

Investments The increase is resulting from:

Investments as at March 31, 2009 of Rs 87 million comprise of only short  Increase in advances recoverable in cash or kind for values to be
term investments of subsidiaries in money markets. received on account of advances to content vendors.

The decrease in investment as compared to Rs 3194 million as on March
31, 2008 is on account of shifting the investible surplus of the Company
in mutual funds to bank deposits during the year. This has been done
keeping in view the volatile market conditions and pursuing an extra
cautious approach.
Sundry Debtors
The Sundry debtors (net of provision for doubtful debts) amount to Rs
1,445 million as on March 31, 2009 as against Rs 990 million as on
March 31, 2008. The unbilled revenue as of March 31, 2009 and 2008
amounted to Rs 604 million and Rs 319 million, respectively.
 Increase in rental deposits as the Company has added new office
premises in Mumbai, Bangladesh and Europe
 Increase in Research Tax credit. (In accordance with French
fiscal rules, the subsidiaries Vox mobili S.A. and Telisma S.A.,
are entitled to special tax rebate/refund calculated based on the
social costs of the Research and Development staff).
 Increase in deposit with statutory authorities in connection with
demand notices relating to KST, KVAT and CST.
 Increase in advance income tax and tax deducted at source.

The age profile of the debtors (net of provision) is given below: Current Liabilities and Provisions
As at March 31 2009 2008
The current liabilities and provisions outstanding as on March 31, 2009 is
Less than 6 months 1,384 794 Rs 2,018 million as compared to Rs 2,461 million as on March 31, 2008
More than 6 months 61 196 thus representing a decrease of Rs 443 million.

53
The decrease of Rs 443 million is the net result of:
 Decrease in Sundry creditors due to payment of liability of Rs 940
million to erstwhile Holding company toward proceeds of Initial
Public Offer,
 Increase in Sundry Creditors for capital items and expense.
 Increase in Income tax provisions.
7. Segment-wise/product-wise revenue
The Group is engaged in providing value added services in telecom
business globally and is considered to constitute a single segment in
the context of primary segment reporting as prescribed by Accounting
Standard 17 - “Segment Reporting”.
The secondary segment is identified to geographical locations and the
Group’s significant operations are carried out of India.
The segmentation of revenue by geography is as follows:
opportunities to its employees to enhance their skills and experience,
which in turn enables the Company to achieve its business objectives. It
has therefore put in place sound policies to ensure growth and progress
of its employees. In 2008-09, the Company offered 3,383 training days
of domain, soft skills and leadership training programmes. OnMobile
also has a robust recruitment policy to attract and retain the best talent.
As a retention strategy, the Company has issued ESOPs. As on March
31, 2009, the Company had 1,227 employees (including full time and
contract employees).
During the year, Sanjay Uppal was appointed as the President and Chief
Operating Officer. His previous assignment was with Citrix Systems Inc.,
where he was Vice-President, Application Networking. He has also been
associated with Caymas Technologies and Hewlett-Packard. Shampa
Kochhar has been appointed as the Vice President of Human Resources.
She has previously worked at senior positions with AOL India, Spice
Telecom and Citibank.

% of Total % of Total 9. Cautionary statement

Particulars Fy 2008-09 Fy 2007-08 Growth %
Revenue Revenue Statements in the Management Discussion and Analysis describing the
India 3,134.47 77 2,212.44 85 42 industry’s projections and estimates (which are based on reliable third
Outside India 929.10 23 405.73 15 129
party sources) as well as Company’s objectives, estimates, projections
Total Revenue 4,063.57 2,618.17 55
and expectations may be “forward-looking statements” within the
8. Material developments in human resources
meaning of applicable securities laws and regulations. Actual results
The most important resource for any organization are its people. could differ materially from those expressed or implied. Important
OnMobile recognizes the importance of human capital and values it factors that could influence the Company’s operations include economic
highly. The Company’s strong management team and motivated and developments within the country, demand and supply conditions in the
talented employees are its biggest strength. OnMobile believes that industry, changes in Government regulations, tax laws and other factors
it is of paramount importance to provide training and development such as litigation and labour relations.

54
 Risk Management
What is Risk Management?
Risk management is the discipline of identifying, monitoring and limiting
risks. Risk can be defined as the volatility of unexpected outcome or
in other words, risk is exposure to uncertainty. Therefore risk has two
components: The uncertainty and the exposure to that uncertainty and
risk management is the process by which the abovementioned uncertainty
and exposures are identified, measured and controlled.
The company believes that it is imperative to manage risk optimally to
compete and grow and that the time has come for an affirmative action
on risk management.
The paragraphs below discuss the risks that the company is exposed to
and the steps taken to manage the same.
1. Revenue Concentration
Revenue concentration can be classified as client concentration,
geographic concentration, product concentration and industry
concentration.
Client concentration: The Company derives a significant portion
of its revenue from a few major carrier customers, as these carrier
customers continue to dominate the market share of the Indian
telecommunications industry. For the Fy 2008-09, the five largest
customers, accounted for approximately 70% of the total net revenue
as against 77% for the Fy 2007-08. As a result of this concentration,
any loss of a major carrier customer or renegotiation of contracts
on terms unfavorable to the company or any significant decreases
in spending by some or all of the end-user subscribers of the top
five customers on the company’s services may affect the company’s
revenue, profitability and results of operations.
Geographic concentration: The Company derives a significant portion
of its revenue from India as its top customers consist of the major
telecommunications operators in India. The Company derived 77%
of its total revenue from India in Fy 2008-09 as against 85% in Fy
2007-08. Concentration of revenue from any country exposes the
company to the risks specific to the country’s economic condition,
global trade policies, local laws, and political environment.
Product concentration: The Company currently depends on music
related services, including ringback tones, ringtone downloads and
music messaging applications, for approximately 54% of its revenue.
The company expects to continue to derive a significant portion of
its revenue from these application services in the next few years.
55
This exposes the company to risks relating product concentration. A
decrease in the popularity of music related services among mobile
phone users, or a failure by the company to maintain, improve, update
or enhance such services in a timely manner, enter into new markets,
or successfully diversify its products and services could affect the
company’s business, financial condition and results of operations.
Industry concentration: The company is a leading provider of
telecommunications value added software products and services
in India with an expanding international presence. Its products are
primarily targeted at end-user telecommunications subscribers and
hence expose the company to the risk of industry concentration.
The company’s revenue may be affected by competition and pricing
pressures and decisions implemented in the telecommunications
industry.
The company endeavors to de-risk from these by ensuring that the
revenues from any one of Customer, Product or Geography is below
a threshold value. This is done with geographical expansion and
product innovation, through organic and inorganic means.
Mitigation of risk through organic route involves expansion of
the company’s geographic presence to new carrier customers by
leveraging its expertise and track record in India. In Fy 2008-09,
the company entered into contracts with 8 new wireless carriers
in Indonesia, Malaysia, Pakistan, Bangladesh and Sri Lanka for
management of telecommunications value added services.
The company believes that the telecommunication value added
services industry is evolving rapidly due to the development of more
sophisticated handsets, advanced network infrastructure, increasing
consumer acceptance and the availability of rich and varied content
and services for end-users. Thus, it is imperative for the company to
focus on developing and launching innovative new products that tap
into consumer preferences across the markets it serves. The company
also takes advantage of the its leading market position in India to
launch, test and develop innovative applications and services with its
existing carrier customers, thereby expanding the breadth of services,
as well as extend these new applications and services in new
international markets as they become commercially viable. Examples
of innovative new products launched by the company during the Fy
2008-09 are M-Search, cross operator press * to copy and others. As
we expand to other markets, we intend to replicate the best practices
from one market to other relevant markets.
 The company has a pipeline of software products under development
and expects to supplement these with products and technology that
it may acquire.
Mitigation of risk through inorganic route involves continually
seeking new growth and acquisition opportunities in its existing line
of business as well as related businesses to expand its geographic
presence and product offerings. For example, in December 2006, the
company acquired a majority stake in ITfinity, a mobile technology
software specialist with an expertise in the development of mobile
data products based in Mumbai, which subsequently merged with it
in May 2007. In September 2007, the company acquired Voxmobili
S.A., a Paris-based global provider of personal data management,
wireless synchronization and embedded client solutions. In July 2008,
the company acquired Telisma S.A., a French company, which provides
specialized advice and services in the communication, telematic, and
interactive service fields and provides a wide range of Software
services, in particular voice recognition software services, for telecom
companies. The company will pursue similar opportunities in other
regions to strengthen and grow its business, including investment
in or acquisition of minority or majority stakes in companies which
support its business and product strategy.
2. White labeled application and service provider
Majority of the Company’s contracts with its customers are on a
revenue-sharing basis, which means that it earns revenues only if
the customers’ end-users use the services offered by the company. As
a result, the company’s revenue is subject to uncertainties that are
beyond its control, such as
• market acceptance of its application services by its customers’
end-user subscribers
• the subscriber churn rate and
• Dependence on the pricing of the services, product placement
and marketing / promotion activities conducted by its customers
either jointly with the company or solely.
None of the contracts obligate the company’s customers to market
or distribute any of its applications or services to their end-user
subscribers. Without the appropriate marketing, promotion and
pricing of the services by the customers, the subscribers may not be
aware of, or may cease to use, or decrease usage of, the company’s
applications and services thus affecting the financial performance of
the company.
56
Generally in the past, the company has enjoyed good positioning on
its customers’ menus and websites due to its continued focus on the
development of innovative products, a creative user interface and a
good understanding of consumer needs. The company has had a track
record of creating, developing and successfully launching innovative
software product applications such as M-search, cross operator Press
* to copy, OnMobile Developer Network and others, which validates
the above.
The company believes that it should continue to focus and invest
in research and development so as to remain at the forefront of
developments in the telecommunication industry and to develop new
and differentiated products and services / upgrade or improve the
existing ones, for each of its customers. The same is being translated
into action, as is reflected in the increase in the size and investment
in Research and Development team. The number of employees and
expenditure incurred on Research and Development as on March 31,
2009 was 399 and Rs.497million as against 262 and Rs. 164million
as on March 31, 2008.
3. Intellectual Property
The company’s success also depends on its proprietary technology
and know-how i.e intellectual property. The company’s intellectual
property includes its registered intellectual property rights, including
patents and patent applications made in relation to various inventive
products and processes and registered, as well as unregistered rights
in intellectual property including copyrights in relation to software.
The company believes that Intellectual property protection is also a
key for continued business success.
The company relies on a combination of patent, copyright,
trademark and trade secret laws and restrictions on disclosure,
such as confidentiality provisions and non-disclosure agreements,
to protect its intellectual property rights. As of march 31, 2009, it
has two registered trademarks. The trademark and logo “OnMobile”
is registered with the Trademarks Registry in Mumbai, India and
trademark “OnMobile – True Mobility” is registered with the United
States Patent and Trademark Office. The company has applied to
register 4 other trademarks with the Trademarks Registry in India
and has filed 32 patent applications (includes patents filed under
the Patents Co-operation Treaty (PCT) filings) with the Indian Patents
Office and under the PCT. Additionally the company enters into
confidentiality agreements with its customers when it discloses
 proprietary information to them and confidentiality agreements /
invention assignment agreements with certain of its employees and
consultants.
The company will continue to make significant investments in the
creation of Intellectual Property and safeguarding of the same
both operationally and legally which would include monitoring
unauthorised use of the company’s technology and applications and
resorting to litigation to enforce its intellectual property rights.
4. Legal and Statutory Compliances
An important element of the company’s growth and business strategy
is expansion of its geographic presence by targeting markets in which
it does not currently provide services, organically through setting up
branches and subsidiaries and inorganically through acquisitions.
However, it has limited experience in global expansion, and thus
is exposed to the following risks, in relation to legal and statutory
compliances in India and countries outside India:
• legal uncertainties or unanticipated changes in regulatory
requirements, liability, export and import restrictions, tariffs and
other trade barriers;
• Uncertainties of laws and enforcement relating to the protection
of intellectual property.
• burdens or cost of complying with a wide variety of foreign laws authority matrix and internal controls to ensure efficiency of
and regulations, including unexpected changes in regulatory
requirements and ;
• foreign exchange controls that might prevent the company from
repatriating income earned in countries outside India;
Any of the foregoing risks would expose the company to the risk of
penal action by the local Governments and statutory authorities of
India and countries outside India which could impact the brand and
reputation of the Company.
In order to mitigate above mentioned risks, the company has a team
of legal experts positioned at the head-office who review all the
legal agreements/ contracts entered into by the company. Also in
all countries including India, where the company has operations,
external consultants and service providers in the areas of payroll,
accounting, audit , legal and others, based out of those countries,
are engaged to ensure that all the legal and statutory compliances
of the country is adhered to. Also before a service is launched in
57
a new country/location, a detailed study which involves acquiring
knowledge of the local laws, regulations and statutes is conducted
jointly with our tax consultants.
A well-designed framework consisting of checklists and proper
reporting mechanisms incorporating inclusion of Statutory and
Regulatory compliances as a scope of the internal audit every quarter
ensures that the company in adhering to the compliances.
5. Financial Reporting and Internal controls
The financial statements of the company are prepared in accordance
with Indian Generally Accepted Accounting Principles comprising
of mandatory Accounting Standards prescribed by the Company
Accounting Standards Rules, 2006. The preparation of the financial
statements in conformity with GAAP requires that the management
makes estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent liabilities as at the date
of the financial statements and the reported amounts of revenue and
expenses during the reported period. Actual results could differ from
these estimates; hence these estimates carry inherent reporting risks.
Also absence of well defined internal controls across the organisation
could affect the efficiency of operations and utilization of resources.
To mitigate the above risks, the Company has a well defined
organizational structure, documented policy guidelines, defined
operations, compliance with internal policies and applicable laws
and regulations as well as protection of resources. Moreover, the
Company continuously upgrades these systems in line with the best
available practices. The adequacy of the internal control systems is
also verified extensively by the internal auditors every quarter. The
report is placed before the audit committee for their review and
discussion. The audit committee meets the auditors separately every
quarter, in absence of the management, to ensure independence of
the auditors and to discuss the Company’s accounting principles and
policies as applied to its financial reporting. Also the audit committee
reviews the scope of internal audit on a timely basis.
The internal control system is also supplemented by regular reviews
by management and extensive audits undertaken by consultants at
the request of the management. The Company has also put in place
an extensive budgetary and other control and review mechanism,
whereby the management regularly reviews actual performance with
reference to the budget and forecasts.
6. Foreign exchange
Currently the company transacts its business primarily in Indian
Rupees and, to a lesser extent, in Singapore dollars, U.S. dollars,
Euros, Indonesian Rupiah, Malaysian Ringets, Great Britain Pounds,
Bangladesh Taka and Australian dollars. In financial year 2008-09, it
derived approximately 23 % of its total net revenue from its overseas
business as compared to 15% in financial year 2007-08. However, to
the extent these currencies depreciate against the Indian Rupee, the
revenue that the company reports in Indian Rupees will be negatively
affected. Conversely, an appreciation of these currencies against the
Indian Rupee would increase its revenue reported in the Indian Rupee
and would also increase its expenses incurred in those currencies. In
other words, fluctuations of exchange rate impact the profitability of
the company thus exposing it to foreign exchange risk.
While the company has not engaged in exchange rate hedging
activities in the past due to the size of its operations, it intends to
continue to maximize the available opportunity of natural hedging
to mitigate these risks in the future. The Company monitors net
foreign exchange exposure and does not enter into any speculative
transaction. Also, the gains or losses on foreign exchange transactions
are reported to, and reviewed by the Audit Committee every quarter.
7. Fixed assets
The company operates as a “one-stop-shop” for its customers by
providing end-to-end managed service solutions. Such end-to-end
solutions include hardware and software platforms, application
development, infrastructure management and customer support,
including software maintenance, hardware support and help desk
services. Consequentially, the service deployments with major
carrier customers involve complex hardware systems and software
applications deeply embedded within the carrier’s network
infrastructure and integrated into the carrier’s billing, provisioning,
service management, customer care and other core network systems.
This requires the company to invest in a huge amount of capital
assets. The total capital expenditure during the year ending March
31, 2009 was more than Rs 600 million as against Rs 850 million
as on March 31, 2008. Moreover, the assets which are in the nature
9. Investment mix
of servers and cards are located at the customer sites. Though the
title to the assets belongs to the company, it is exposed to the risk
of diluted physical control over the assets and natural calamities/
theft that might occur at the sites over which the company has little
control.
To mitigate the above risks, the company has taken the following
steps. It has insured all the assets which are maintained at the various
customer sites. Also the company is ensuring the all the assets which
are located at the customer’s sites are clearly demarcated from
the customer assets. The management has conducted a physical
verification of servers and cards in the past and henceforth will
conduct physical verification of all servers and cards once every three
financial years.
58
8. People
A successful technical and business team enables the company
to continue identifying and developing innovative products and
solutions, deepen and expand customer relationships and pursue
acquisitions to grow its business. Hence, future success and ability
of the company to maintain a competitive position and implement
its business strategy are dependent to a large degree on its ability
to identify, attract, train and retain people with skills that enable the
company to keep pace with growing demands and evolving industry
standards.
In the current scenario, qualified individuals are in high demand and
competition for qualified engineers and personnel in the industry
is fiercely intense. Hence, recruitment and retention of best talent
across the globe is a key challenge.
The company intends to continue identifying, attracting, training and
retaining highly skilled qualified engineers and personnel. It believes
in hiring individuals with vision, creativity and the energy to lead
the changes that take place in the telecommunications industry each
day. Consequentially, the company continues to tap into the campus
talent pool, attracting the best and brightest from the country’s top
Engineering colleges.
Also, the company offers its employees a unique blend of an informal
work environment and a corporate culture that encourages personal
empowerment and it has always believed in creating an environment
where the employees feel safe and secure.
Training is one of the means of continuously enhancing the skills,
knowledge and attitudes of its employees to make them more
effective in their current and future roles. The company has and will
continue to make significant investments in the technical and product
training of its people. It also proposes to focus on assessment of
competencies and building leadership skills for a large number of its
employees to enable them to be effective managers in this process of
growth that the company is going through.
During the financial year 2007-08, the Company completed a Public
Issue of 10,900,545 Equity Shares of Rs. 10/- each for cash at a price
of Rs. 440/- each aggregating to Rs. 4,79.62 Crores out of which,
Rs. 378.99 Crores was on Primary issue of equity shares.
The IPO proceeds are being and will be utilized towards the objects
as mentioned in the prospectus. The surplus funds including the cash
generated through operations are invested in high quality interest
bearing liquid instruments including money market mutual funds,
deposits with banks, for the necessary duration. The Audit Committee
of the company constantly reviews its investment policy and ensures
adherence to the same.
 Auditors’ Report

TO THE MEMBERS OF ONMOBILE GLOBAL LIMITED

We have audited the attached Balance Sheet of ONMOBILE GLOBAL LIMITED (the “Company”) as at March 31, 2009, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the
responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the
audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes, examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Management as well as evaluating the overall financial statements presentation. We believe that our audit provides
a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies
Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our
audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of the
books;

(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of
accounts;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the
Accounting Standards referred in section 211(3C ) of the Companies Act, 1956;

(e) On the basis of the written representations from the directors, taken on record by the Board of Directors, none of the directors are disqualified as
on March 31, 2009 from being appointed as a director under Section 274 (1)(g) of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes
thereon give the information required, by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells

Chartered Accountants

V. SRIKUMAR
Place: Mumbai Partner
Date: April 30, 2009 Membership No. 84494

59
 Annexure to the Auditors’ Report
(Referred to in our report of even date)

(i) The nature of the Company’s business/activities during the year are such that the provisions of clauses ii, iii (b) to (d), (f), (g), vi, viii, x, xi, xii, xiii,

xiv, xv, xvi, xviii and xix of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company for the current year.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the management in accordance with a phased programme designed to cover all the items over a

period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to

the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such

disposal has, in our opinion, not affected the going concern status of the Company.

(iii) According to the information and explanations given to us, during the year the Company has not granted or taken any loans, secured or unsecured to

or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal controls procedure commensurate with

the size of the company and the nature of its business for the purchase of fixed assets and for the sale of services and we have not observed any

continuing failure to correct major weaknesses in such internal controls. The Company’s operations during the year did not entail purchase of

inventory or sale of goods.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of

our knowledge and belief, and according to the information and explanations given to us,

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered into the register, maintained under the said

section have been entered.

(b) According to the information and explanation given to us, where each such transaction, excluding loans reported under paragraph

(iii) above, is in excess of Rs. 5 lakhs in respect of any party, having regard to the explanation that the transactions involved services received

of specialized nature, these have been made at prices which are prima facie reasonable

(vi) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have

been commensurate with the size of the Company and the nature of its business.

(vii) With respect to statutory dues:

(a) According to the information and explanations given to us except for certain delays in depositing Employee State Insurance

dues, the Company has been regular in depositing undisputed statutory dues, including Investor Education and Protection Fund, Income

tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other material statutory dues with the appropriate authorities

during the year. There are no undisputed statutory dues outstanding for a period of more than six months from the date they became

payable as at the balance sheet date.

60
 (b) According to the information and explanations given to us, details of disputed value added tax dues which have not been deposited as at

the year-end on account any disputes are given below.

Name of statute
Karnataka Value Added Tax Act
Nature of the dues
Value added tax, interest and
penal interest
Period to which the amount Forum where dispute is
Amount (Rs.)
relates pending
Joint Commissioner of
169,618,694 2002-03 to 2007-08
Commercial Taxes, Bangalore

(viii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on

short term basis have, prima facie, not been used during the year for long term investment.

(ix) We have verified the end use of money raised by public issue is as disclosed in the note B1 to the schedule 17 of the financial statements.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was

noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

V. SRIKUMAR
Place: Mumbai Partner
Date: April 30, 2009 Membership No. 84494

61
 Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
Schedule As at March 31, 2009 As at March 31, 2008
SOURCES OF FUNDS
Shareholders' Funds:
Share capital 1 578.33 574.06
Stock options outstanding 0.29 1.41
Reserves and Surplus 2 6,067.64 5,364.60
Loan Funds
Secured Loans 3 42.72 -
Deferred Payment Liability 128.58 278.64
(Refer Notes B (4) & (9) of Schedule 17)
Deferred Tax Liability (Net) 68.15 39.46
6,885.71 6,258.17

APPLICATION OF FUNDS
Fixed Assets: 4
Gross Block 1,961.38 1,301.56
Less: Accumulated Depreciation and Amortisation 945.96 525.49
Net Block 1,015.42 776.07
Capital Work-in-progress (including Capital Advances
Rs.18.77 Million (at March 31, 2008- Rs.19.04 Million) 118.60 113.38
1,134.02 889.45
Investments 5 2,298.39 4,610.75
Current Assets, Loans and Advances:
Sundry Debtors 6 994.37 782.76
Cash and Bank Balances 7 2,771.10 1,436.41
Other Current Assets 8 22.25 12.54
Loans and Advances 9 1,625.95 916.14
5,413.67 3,147.85
Less: Current Liabilities and Provisions:
Current Liabilities 10 1,025.64 1,692.34
Provisions 11 934.73 697.54
1,960.37 2,389.88
Net Current Assets 3,453.30 757.97
6,885.71 6,258.17
Significant Accounting Policies and Notes on Accounts 17

The Schedules referred to above and notes thereon form an integral part of the Balance Sheet.

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

62
 Profit and Loss Account

ONMOBILE GLOBAL LIMITED

In Rs. Million, except per share data
For the year ended For the year ended
Schedule
March 31, 2009 March 31, 2008
REVENUE
Telecom Value Added Services 3,246.52 2,272.64
Software development 14.85 24.04
Other services 9.73 10.95
Total Revenue 3,271.10 2,307.63

EXPENDITURE
Cost of sales and services 12 669.14 363.09
Manpower costs 13 738.54 512.64
Administration and other expenses 14 677.50 514.78
Total operating expenses 2,085.18 1,390.51

Earnings before other income, depreciation and amortisation, finance charges and tax 1,185.92 917.12
Other Income 15 236.09 68.85
Depreciation and amortisation 4 420.53 249.18

Earnings before finance charges and tax 1,001.48 736.79

Finance charges 16 0.03 17.09

Earnings before tax 1,001.45 719.70

Provision for taxation

Current Year Tax 254.70 210.90
Earlier year provision - 6.90
Deferred tax (Note B (21) of Schedule 17) (Net) 28.69 15.04
Fringe Benefit Tax 11.25 11.18

Earnings after tax 706.81 475.68

Profit brought forward from previous year 1,201.07 755.31

Loss transferred on Amalgamation - (19.10)
Provision for leave encashment (net of deferred tax) - (10.73)
Transfer to capital redemption reserve - (0.09)

Balance carried to Balance Sheet 1,907.88 1,201.07

Basic and Diluted Earnings Per Share (Note B (20) of Schedule 17)
- Earnings per share ( Basic)( Face value of equity share of Rs. 10/- each) 12.2 9.9
- Earnings per share ( Diluted)( Face value of equity share of Rs. 10/- each) 11.8 9.2

Significant Accounting Policies and Notes on Accounts 17

The Schedules referred to above and notes thereon form an integral part of the Profit and Loss Account.

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

63
 Cash Flow Statement

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and extraordinary items 1,001.45 719.70
Adjustments for :
Depreciation 420.53 249.18
Unrealised Foreign Exchange Loss/(Gain) 5.04 22.17
Loss/(Gain) on Sale of Fixed Assets (Net) (3.45) 1.57
Loss/(Gain) on redemption of Investment (Net) 12.28 (0.14)
Provisions no longer required written back - (2.47)
Provision for Doubtful debts 44.19 53.39
Dividend Income (131.69) (56.24)
Interest Expense 0.03 17.09
Interest Income (100.15) 246.78 (9.65) 274.90
Operating profit before working capital changes 1,248.23 994.60
(Increase)/decrease in Trade and other receivables (254.21) (293.02)
(Increase)/decrease in Loans and Advances (305.64) (139.74)
Increase/(decrease) in Current Liabilities and Provisions 321.11 (238.74) 282.01 (150.75)
Cash generated from operations 1,009.49 843.85
Direct taxes paid (410.66) (309.92)
Net cash from operating activities 598.83 533.93

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (677.56) (822.94)
Sale of fixed assets (Including Capital Work-in-Progress) 16.67 9.07
Sale, Redemption/ (Purchase) of Securities (net) 3,135.58 (2,129.56)
Investment in Subsidiaries (768.43) (1,079.64)
Payment towards Deferred Liability (248.34) (2.50)
Dividend Income 144.23 49.08
Interest received 77.90 9.65
Net cash used in investing activities 1,680.05 (3,966.84)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issuance of Share Capital (net of refund of share
4.48 3,793.81
application money)
Offer for sale Payable/ (Paid) to OnMobile Systems Inc (net of
(940.20) 992.71
reimbursement of expenses)
Share Issue expenses (8.44) (72.45)
Redemption of preference shares - (33.04)
Proceeds from short term borrowings - 350.00
Repayment of short term borrowings - (350.00)
Interest paid (0.03) (17.09)
Net cash used in financing activities (944.19) 4,663.94

Net increase/(decrease) in cash and cash equivalents 1,334.69 1,231.03

Cash and cash equivalents (Opening Balance) 1,436.41 205.38

Cash and cash equivalents (Closing Balance) 2,771.10 1,436.41
1,334.69 1,231.03
Notes:
1. The above Cash flow statement has been prepared under the “Indirect method” as set out in the Accounting Standard 3-“Cash Flow statement”.
2. Cash and Cash Equivalents include deposits of Rs. 11.09 Million (March 31, 2008 : Rs.264.49 Million) the use of which was restricted.
3. Cash and Cash Equivalents include unrealised foreign exchange gain of Rs. 4.47 Million (March 31, 2008 - Loss of Rs. 0.01 Million).

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

64
 Schedules to the Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
1. SHARE CAPITAL
Authorised:
74,500,000 ( at March 31, 2008 – 74,500,000) Equity Shares of Rs.10/- each 745.00 745.00
500,000 ( at March 31, 2008 – 500,000) Preference Shares of Rs. 10/- each 5.00 5.00
750.00 750.00
Issued, Subscribed and Paid-up:
57,833,319 ( at March 31, 2008 – 57,406,139) Equity Shares of Rs.10/- each 578.33 574.06
fully paid up
578.33 574.06

Notes:
1) 25,403,867 ( at March 31, 2008 – 25,403,867) Equity Shares are held by the erstwhile Holding Company OnMobile Systems Inc., USA (formerly Onscan Inc.,USA).
2) During the year ended March 31, 2008-
- 567,749 Equity shares were issued to erstwhile shareholders of ITfinity Solutions Private Limited at the time of amalgamation (inclusive of 524,076 bonus shares).
- the Company made a bonus issue in the ratio of 12 : 1 to the shareholders by capitalisation of Capital Redemption Reserve and Securities Premium account.
- 423,722 Equity Shares have been issued to the promoters and employees of Vox Mobili, S.A. France as a part of Purchase consideration for its acquisition (inclusive of
391,128 bonus shares).
3) Preference shares issued during 2006-07 with rights to dividend ranking pari passu with the equity shares being convertible at any time on or before the occurrence of the
Initial Public Offer (IPO) or on liquidity event as defined in the investors agreement, have been partly redeemed and the balance converted into equity shares of Rs. 10/-
each fully paid up during the year ended March 31, 2008.

4) On February 19, 2008 the Company allotted 8,613,356 equity shares of Rs. 10/- each under an Initial Public Offer (IPO).

In Rs. Million
As at March 31, 2009 As at March 31, 2008
2. RESERVES AND SURPLUS
Securities Premium account
Opening Balance 4,163.53 1,230.06
Add: Received during the year 8.28 4,021.05
Less: Utilised towards Share issue expenses 8.44 245.80
Less: Goodwill on Amalgamation Adjusted - 358.52
Less: Redemption of Preference Shares - 32.95
Less: Utilised towards bonus issue 3.61 4,159.76 450.31 4,163.53

Capital Redemption Reserve

Opening Balance - -
Add: Additions during the year - 0.09
Less: Utilised towards bonus issue - - 0.09 -

Profit and Loss Account 1,907.88 1,201.07

6,067.64 5,364.60

In Rs. Million
As at March 31, 2009 As at March 31, 2008
3. SECURED LOANS
From other than banks
Finance Lease obligation* 42.72 -
42.72 -
Note:
*Secured by underlying assets acquired under finance lease.
Includes repayable within one year Rs.17.48 Million (at March 31, 2008- Rs.Nil)

65
 ONMOBILE GLOBAL LIMITED
4. FIXED ASSETS
In Rs. Million
Gross Block Accumulated Depreciation Net Block
As at Included on As at As at Included on As at As at As at
Additions Deletions Additions Adjustment Deletions
April 1, 2008 Amalgamation March 31, 2009 April 1, 2008 Amalgamation March 31, 2009 March 31, 2009 March 31, 2008

Tangible Assets:

Leasehold Improvements 34.46 - 0.68 - 35.14 3.40 - 6.97 - - 10.37 24.77 31.06

Building 105.22 - 1.53 - 106.75 1.15 - 1.75 - - 2.90 103.85 104.07

Office Equipment 1.73 - 0.21 - 1.94 1.68 - 0.07 - - 1.75 0.19 0.05

Computer and Electronic Equipment 935.90 - 406.23 0.38 1,341.75 367.56 - 349.65 - 0.06 717.15 624.60 568.34

Furniture and Fixtures 12.32 - 0.95 - 13.27 1.90 - 4.30 - - 6.20 7.07 10.42

Motor Cars 11.37 - 2.37 - 13.74 4.08 - 3.43 - - 7.51 6.23 7.29

Computer and Electronic Equipment

- - 48.21 - 48.21 - - 3.99 - - 3.99 44.22 -
under finance lease
Total Tangible Assets 1,101.00 - 460.18 0.38 1,560.80 379.77 - 370.16 - 0.06 749.87 810.93 721.23

Intangible Assets:

66
Software 200.56 - 157.12 - 357.68 145.72 - 47.99 - - 193.71 163.97 54.84

Intellectual Property - - 42.90 - 42.90 - - 2.38 - - 2.38 40.52 -

Total Intangible Assets 200.56 - 200.02 - 400.58 145.72 - 50.37 - - 196.09 204.49 54.84
Grand Total 1,301.56 - 660.20 0.38 1,961.38 525.49 - 420.53 - 0.06 945.96 1,015.42 776.07
Previous Year 567.03 5.11 752.64 23.22 1,301.56 285.05 2.85 249.18 0.78 12.36 525.49 776.07
Note:
Fixed Assets do not include assets aggregating to Rs.27.05 Million (at March 31, 2008 Rs.27.05 Million) received on loan basis from the erstwhile Holding Company.
Schedules to the Balance Sheet
 Schedules to the Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
5. INVESTMENTS
Long term investments - Non Trade ( unquoted) at cost
Wholly owned subsidiaries:
OnMobile Singapore Pte. Ltd., Singapore
2.29 2.29
85,000 equity shares of Singapore $ 1 each, fully paid

OnMobile Australia Pty. Ltd., Australia

3.33 3.33
100,000 equity shares of Australian $ 1 each, fully paid

PT. OnMobile, Indonesia

4.06 4.06
1,000 equity shares of USD 100 each, fully paid

OnMobile Europe B.V., Netherlands

2,233.61 -
12,783,844 equity shares of Euro 1 each, fully paid

Vox Mobili S.A., France

- 1,431.11
Nil (at March 31, 2008: 6,501,705) equity shares of Euro 0.05 each, fully paid

Phonetize Solutions Private Ltd , India

0.10 0.10
9,999 equity shares of Rs. 10/- each, fully paid

Other Subsidiaries:
Ver se Innovation Private Ltd, India 55.00 22.00
26,030 (at March 31, 2008: 10,412) equity shares of Rs. 10/- each, fully paid
Total Long Term-Unquoted-(A) 2,298.39 1,462.89

Short term investments- Non Trade (quoted) at lower of cost and market value
ABN AMRO Interval Fund Quarterly Plan H Interval Dividend
- 400.00
Nil ( at March 31, 2008 –40,000,000) units, Net Asset Value Rs. Nil ( at March 31, 2008 – Rs. 403.93 Million)

ING Fixed Maturity Fund - 42 Institutional Dividend

- 300.10
Nil ( at March 31, 2008 –30,010,048 ) units, Net Asset Value Rs. Nil ( at March 31, 2008 – Rs.301.55 Million)

HDFC FMP 90D January 2008 (VI) - Wholesale Plan Dividend

- 500.00
Nil (at March 31, 2008 –50,000,000 ) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.505.15 Million)

Standard Chartered Fixed Maturity Plan - Quarterly Series 25 - Dividend

- 100.87
Nil (at March 31, 2008 –100,86,574 ) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.100.90 Million)

Templeton Quarterly Interval Plan - Plan B - Institutional - Dividend Payout

- 250.00
Nil (at March 31, 2008 –24,974,276) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.251.45 Million)

Birla Sunlife Qtrl Interval - Series 9 - Dividends Payout

- 250.00
Nil (at March 31, 2008 –25,000,000 ) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.250.73 Million)

Birla Sunlife Qtrl Interval - Series 1 - Dividends Payout

- 100.30
Nil (at March 31, 2008 –10,023,681 ) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.100.52 Million)

ICICI Prudential Interval Fund II Quarterly Interval Plan E

Nil (at March 31, 2008 –29,186,524) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.293.28 Million) - 291.87

TATA Dynamic Bond Fund Option B - Dividend

- 172.87
Nil (at March 31, 2008 –17,002,038) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.173.25 Million)

TATA Fixed Income Portfolio Fund Scheme A3 Institutional

- 250.00
Nil (at March 31, 2008 –24,988,505) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.250.51 Million)

67
 Schedules to the Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
DWS QUARTERLY INTERVAL FUND - SERIES 1 - Dividend Plan
- 100.00
Nil (at March 31, 2008 –10,000,000) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.100.43 Million)

ICICI Prudential - Flexible Income Plan

- 150.21
Nil (at March 31, 2008 –14,205,826) units , Net Asset Value Rs. Nil (at March 31, 2008 – Rs.150.21 Million)

Birla Sun Life Liquid Plus - Instl. - Daily Dividend -Reinvestment

- 51.24
Nil (at March 31, 2008 –5,120,516) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.51.25 Million)

Birla Sun Life Liquid Plus - Instl. - Daily Dividend -Reinvestment

- 30.03
Nil (at March 31, 2008 –3,002,311) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.30.03 Million)

Fidelity Liquid Plus Inst - Daily Dividend

- 50.12
Nil (at March 31, 2008 –5,011,320) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.50.12 Million)

JP Morgan India liquid fund -Dividend Plan-Reinvest

Nil (at March 31, 2008 –5,000,813) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.50.05 Million) - 50.05

Mirae Asset Liquid Fund-Institutional-Dividend Plan (Daily)

- 50.15
Nil (at March 31, 2008 –50,078) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.50.15 Million)

Principal Floating Rate Fund FMP Insti. Option - Dividend Reinvestment Daily
- 50.05
Nil (at March 31, 2008 – 4,999,102) units, Net Asset Value Rs. Nil (at March 31, 2008 – Rs.50.05 Million)

Total Short Term Quoted- (B) - 3,147.86

Grand Total- (A+B) 2,298.39 4,610.75
Aggregate market value of short term quoted investments Rs. Nil (at March 31, 2008- Rs. 3,163.56 Million)

In Rs. Million
As at March 31, 2009 As at March 31, 2008
6. SUNDRY DEBTORS (Unsecured)
Debts outstanding for a period exceeding six months
Considered good 51.79 79.00
Considered doubtful 29.76 34.75

Other debts
Considered good 604.97 465.78
Considered doubtful 15.95 18.63
Unbilled Revenue 337.61 237.99
1,040.08 836.15
Less: Provision for Doubtful Debts 45.71 53.39
994.37 782.76
Note:
Sundry Debtors include dues from subsidiaries:
a) OnMobile Singapore Pte Ltd. 14.05 24.79
b) OnMobile Australia Pty. Ltd. 0.08 5.80
c) Vox Mobili S.A. 9.17 -
23.30 30.59

68
 Schedules to the Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
7. CASH AND BANK BALANCES
Cash on hand 0.10 0.18
Balances with scheduled banks:
- In current account 301.27 1,414.49
- In deposit account 2,452.85 13.99
Balances with other banks (non scheduled banks):
- Citibank Malaysia 4.63 1.52
- Citibank United Kingdom 1.27 4.84
- Citibank Australia 8.26 0.58
- Citibank Bangladesh 2.72 0.81
2,771.10 1,436.41

Notes:
1) Balances with Scheduled Banks- In Fixed Deposit Accounts are as follows:
a) ICICI Bank Limited 3.17 7.10
b) Kotak Mahindra Bank Limited 117.77 6.41
c) State Bank of India 750.30 -
d) IDBI Bank Limited 404.70 -
e) Punjab National Bank 40.70 -
f) Hongkong and Shanghai Banking Corporation 230.00 -
g) Bank of India 211.20 -
h) Canara Bank 295.00 -
i) Axis Bank Limited 400.00 -
j) Citi Bank - 0.48
k) Standard Chartered Bank 0.01 0.01
2,452.85 14.00

2) Maximum Balances Outstanding with Non Scheduled Banks are as follows:

a) Citibank Malaysia 6.75 1.82
b) Citibank United Kingdom 4.78 4.84
c) Citibank Australia 11.18 2.61
d) Citibank Bangladesh 7.19 0.88

3) Balances with banks include:

a) Margin Money Deposit 10.73 9.58
b) Deposit for Letter of Credit - 1.20
c) Amounts in Escrow account 0.36 253.71

In Rs. Million
As at March 31, 2009 As at March 31, 2008
8. OTHER CURRENT ASSETS
Accrued Dividend - 12.54
Accrued Interest 22.25 -
22.25 12.54

69
 Schedules to the Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
9. LOANS AND ADVANCES (Unsecured, Considered good)
Advances recoverable in cash or in kind or for value to be received
Advances to employees 20.33 29.81
Advances to vendors 93.61 10.89
Prepaid Expenses 23.83 137.77 18.47 59.17
Deposits
Rental Deposits 115.19 88.87
Deposits with body corporates 25.67 29.04
Deposits with Statutory authorities 183.53 324.39 27.48 145.39
Dues from Subsidiaries :
- Loan 10.17 7.74
- Other advances 52.95 63.12 2.40 10.14
Advance Income tax and Tax deducted at source 1,099.97 701.44
Advance Fringe Benefit Tax (Net of Provision) 0.70 -
1,625.95 916.14
Notes:
1) Advances to employees include Rs.0.45 Million (at March 31, 2008 Rs.0.85 Million) as travel advance to directors. (Note B(11) of Schedule 17)
2) Deposits with statutory authorities include Rs.169.62 Million to VAT Authorities under direction of the Honorable High Court of Karnataka.
3) Dues from subsidiaries are as follows:
a) OnMobile Singapore Pte. Ltd. 53.74 3.23
b) PT OnMobile Indonesia 9.35 6.91
c) OnMobile Europe B.V. 0.03 -
63.12 10.14

In Rs. Million
As at March 31, 2009 As at March 31, 2009
10. CURRENT LIABILITIES
Sundry creditors other than Micro and Small Enterprises (Note
B(24) of Schedule 17)
- for capital items- due to erstwhile Holding company 85.33 66.82
- for capital items- due to subsidiary 156.15 -
- for capital items- due to others 88.90 37.46
- For expenses- due to Subsidiaries 53.81 17.82
- for expenses- due to Others 557.06 941.25 499.11 621.21
Due to erstwhile Holding company - 940.20
Share Application money (Refer Note B (2) of Schedule 17) 0.36 3.71
Deferred revenue 5.35 4.81
Other liabilities 78.68 122.41
1,025.64 1,692.34
Note:
Sundry Creditors include due to a company in which a director is interested Rs. 4.25 Million (at March 31, 2008- Rs.0.77 Million). Maximum balance outstanding during
year Rs. 4.25 Million (Previous Year - Rs.0.77 Million).
In Rs. Million
As at March 31, 2009 As at March 31, 2008
11. PROVISIONS
Income Tax 848.38 593.68
Fringe Benefit Tax (Net) - 0.18
Employee Benefits
Gratuity 19.22 3.62
Leave Encashment 20.03 39.25 22.86 26.48
Other Provisions 47.10 77.20
934.73 697.54
Note:
Fringe Benefit Tax paid at March 31, 2008- Rs.20.47 Million

70
 Schedules to the Profit and Loss Account

ONMOBILE GLOBAL LIMITED

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
12. COST OF SALES AND SERVICES
Content fee and royalty 504.14 230.69
Cost of hardware and software development charges 165.00 132.40
669.14 363.09

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
13. MANPOWER COST
Salaries, wages and bonus 662.39 433.00
Contribution to Provident fund and other funds 51.93 56.24
Workmen and staff welfare expenses 14.38 19.23
Employee Insurance 9.84 4.17
738.54 512.64

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
14. ADMINISTRATION AND OTHER EXPENSES
Power and Fuel 18.89 12.29
Rent 102.05 70.96
Insurance 1.10 0.37
Repairs
- Machinery 9.47 -
- Others 6.77 6.48
Office maintenance 28.25 25.37
Rates and taxes 7.99 3.75
Printing and stationery 4.95 3.19
Postage, courier and octroi 4.00 3.57
Communication charges 78.56 53.34
Training and Recruitment expenses 26.88 20.08
Travelling and conveyance 111.65 81.81
Legal, professional and consultancy charges 97.05 66.90
Commission to Non Whole time directors 4.79 5.00
Remuneration to Auditors 4.90 2.30
Marketing expenses 46.60 38.80
Business development expenses 37.35 32.23
Provision for Doubtful Debts 44.19 53.39
Brokerage and Commission 8.39 2.32
Bank charges 3.80 4.91
Loss on Sale of Assets - 1.57
Loss on Redemption of investments 12.28 -
Exchange loss 16.73 25.22
Miscellaneous expenses 0.86 0.93

677.50 514.78

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
15. OTHER INCOME
Interest
- From Banks 98.98 9.65
[Gross, Tax deducted at source Rs.17.43 Million (at March 31, 2008 : Rs.1.62 Million)]
- From Subsidiaries 0.46 0.23
- From Others 0.72 -
Dividend on investment 131.69 56.24
Profit on redemption of investments - 0.14
Provisions written back - 2.47
Profit on Sale of Fixed Assets (Net) 3.45 -
Other Income 0.79 0.12
236.09 68.85

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
16. FINANCE CHARGES
Interest on Finance lease 0.03 -
Interest on Short term loan - 17.09
0.03 17.09

71
 Schedules to the Financial Statements
ONMOBILE GLOBAL LIMITED

17. SIGNIFICANT ACCOUNTING POLICIES AND capital work in progress is stated at cost and includes advances paid
NOTES ON ACCOUNTS to acquire fixed assets and the cost of fixed assets that are not ready
for their intended use at the Balance Sheet date.
A. SIGNIfIcANT AccOuNTING pOLIcIES
5. Depreciation
1. Basis of preparation of financial statements
Depreciation on assets is provided on a monthly basis using the
The financial statements are prepared under the historical cost straight-line method based on useful/commercial lives of these
convention, on the accrual basis of accounting, in accordance assets as estimated by the Management.
with Indian Generally Accepted Accounting principles
(“GAAp”). GAAp comprises mandatory Accounting Standards The useful/commercial lives are as follows:
prescribed by the company Accounting Standards Rules, 2006.
category of Asset No. of years
The management evaluates all recently issued or revised Accounting
Leasehold Improvements primary lease period
Standards on an ongoing basis.
finance Lease Assets primary lease period
2. use of Estimates
Building 61 years
The preparation of the financial statements in conformity with GAAp Intellectual property 3 years
requires that the management makes estimates and assumptions
Office equipment 3 years
that affect the reported amounts of assets and liabilities, disclosure
furniture & fixtures 3 years
of contingent liabilities as at the date of the financial statements and
the reported amounts of revenue and expenses during the reported computers & Electronic equipment 3 years
period. Examples of such estimates includes provision for doubtful computer Software 3 years
debts , future obligations under employee benefit plans, income Motor car 3 years
taxes and the useful lives of fixed assets. contingencies are recorded
when it is probable that a liability will be incurred, and the amount Individual assets costing less than Rs.5,000/- are depreciated in full in
can be reliably estimated. When no reliable estimate can be made, a the year of purchase. The depreciation rates adopted are the same as
disclosure is made as contingent liability. Actual results could differ or higher than the rates specified in Schedule XIV of the companies
from those estimates. Act, 1956.

3. Revenue Recognition 6. Investments

Revenue from Telecom Value Added Services including royalty income,
net of customer credits, is recognized on provision of services in terms
of revenue sharing arrangements with the telecom operators.
Revenue from sale of user licences for software applications is
recognized when the applications are functionally installed at the
customer’s location as per the terms of the contracts.
Revenue from Other Services including maintenance services is
recognized proportionately over the period during which the services
are rendered as per the terms of contract.
Dividend on current investment is recognized on an accrual basis.
profit on sale of investments is recorded on transfer of title from the
company and is determined as the difference between the sale price
and the then carrying value of the investment.
Interest Income is recognised on an accrual basis.
4. fixed assets
fixed assets are stated at cost of acquisition including taxes,
duties, freight and other incidental expenses relating to acquisition
and installation.
Short term investments are stated at lower of cost and market
value.
Long term investments are stated at cost. provision is made for any
diminution in value of long term investment which is other than that
of a temporary in nature.
7. foreign currency transactions
Transactions in foreign currencies are translated at the exchange
rate prevailing on the date of the transaction. Monetary assets and
Monetary liabilities denominated in foreign currencies are translated
at the exchange rate prevalent at the date of the Balance sheet.
Exchange differences arising on foreign currency translations are
recognized as income or expense in the year in which they arise.
8. Employee Benefits
a. Short term employee benefits including salaries, social security
contributions, short term compensated absences (such as
paid annual leave) where the absences are expected to occur
within twelve months after the end of the period in which the
employees render the related employee service, profit sharing

72
 Schedules to the Financial Statements
and bonuses payable within twelve months after the end of
the period in which the employees render the related services
and non monetary benefits (such as medical care) for current
employees are estimated and measured on an undiscounted
basis.
b. Defined contribution plan
company’s contributions paid / payable during the year to
provident fund are recognised in the profit and Loss Account.
c. Defined Benefit plan
Liabilities for gratuity funded in terms of a scheme administered
by the Life Insurance corporation of India, are determined by
Actuarial Valuation made at the end of each financial year.
provision for liabilities pending remittance to the fund is carried
in the Balance Sheet.
Actuarial gains and losses are recognized immediately in the
statement of profit and Loss Account as income or expense.
Obligation is measured at the present value of estimated future
cash flows using a discounted rate that is determined by reference
to market yields at the Balance Sheet date on Government bonds
where the currency and terms of the Government bonds are
consistent with the currency and estimated terms of the defined
benefit obligation.
d. Long term liability for Leave Encashment is provided based on
actuarial valuation of the accumulated leave credit outstanding
to the employees as on the Balance Sheet date.
9. Employee Stock Option plan
The company has formulated 9 Employee Stock Option plans
(“ESOp”) - OnMobile Employees Stock Option plan – I 2003, OnMobile
Employees Stock Option plan – II 2003, OnMobile Employees Stock
Option plan – III 2006, OnMobile Employees Stock Option plan – I
2007, OnMobile Employees Stock Option plan – II 2007 , OnMobile
Employees Stock Option plan – I 2008, OnMobile Employees Stock
Option plan – II 2008, OnMobile Employees Stock Option plan – III
2008 and OnMobile Employees Stock Option plan – IV 2008.
The company has obtained legal opinion that the guidance note on
Accounting for Employees Share based payments are not applicable
to OnMobile Employee Stock Option plan – I 2003 and II 2003.
Options granted in terms of OnMobile Employee Stock Option
plan – III 2006, OnMobile Employees Stock Option plan – I 2007,
OnMobile Employees Stock Option plan – II 2007, OnMobile
Employees Stock Option plan – I 2008, OnMobile Employees Stock
Option plan – II 2008, OnMobile Employees Stock Option plan – III
2008 and OnMobile Employees Stock Option plan – IV 2008 to which
73
the said guidance note is applicable, are accounted under intrinsic
value method and accordingly, the difference between the fair value
of the underlying shares and the exercise price, if any, is expensed to
profit and loss account over the period of vesting.
10. Leases
Assets taken on lease where the company acquires substantially the
entire risks and rewards incidental to ownership are classified as
finance leases. The amount recorded is the lower of the present value
of minimum lease rental and other incidental expenses during the
lease term or the fair value of the assets taken on lease. The rental
obligations, net of interest charges, are reflected as secured loan.
Leases that do not transfer substantially all the risks and rewards
of ownership are classified as operating leases and lease rentals are
expensed to profit & Loss account on accrual basis.
11. Borrowing cost
Borrowing costs incurred for the acquisition of qualifying assets are
recognised as part of cost of such assets when it is possible that they
will result in future economic benefits to the company while other
borrowing costs are expensed.
12. Income Tax
Income tax expense includes Indian and International income taxes.
Income tax comprises of the current tax provision, net change in
deferred tax asset or liability in the year and fringe benefit tax.
provision for current tax is made taking into account the admissible
deductions/allowances and is subject to revision based on the taxable
income for the fiscal year ending 31 March each year.
Deferred tax assets and liabilities are recognized for the future tax
consequences of temporary differences between carrying values
of the assets and liabilities and their respective tax bases and are
measured using enacted tax rates applicable on the Balance Sheet
date.
Deferred Tax assets are recognized subject to management’s
judgement that realization is reasonably/virtually certain.
The effect of changes in tax rates on deferred tax assets and liabilities
is recognized in the income statement in the year of enactment of
change.
fringe benefit tax is provided as per provisions of the Income Tax Act
1961.
fringe Benefit tax on stock options exercised during the year is being
recovered from the beneficiaries and not charged to the profit and
Loss Account.
 Schedules to the Financial Statements

13. cash flow Statement In Rs. Million

Sl Expenditure Items Total cost to be Actual utilisation up
cash flow Statement has been prepared in accordance with the No. financed from to March 31, 2009
Indirect method prescribed in Accounting Standard 3-“ cash flow Net proceeds (as
disclosed in the
statements ”. The cash flows from operating, investing and financing prospectus)
activities of the company are segregated. 1 purchase of equipment 1,805.21 562.39
for offices at Bangalore,
14. Impairment of Assets Mumbai and Delhi and
various customer sites
The carrying amounts of assets are reviewed at each Balance Sheet 2 Working capital 50.00 50.00
date if there is any indication of impairment based on internal / requirements
external factors. An asset is treated as impaired when the carrying 3 Repayment of loan 350.00 350.00

cost of assets exceeds its recoverable amount. An impairment loss 4 General corporate 1,339.33 1,050.01
purposes
is charged to profit and Loss Account in the year in which an asset
is identified as impaired. The recoverable amount is greater of the Total 3,544.54 2,012.40

asset’s net selling price and value in use. In assessing value in use, the
estimated future cash flows are discounted to the present value. A
previously recognized impairment loss is further provided or reversed
depending on changes in circumstances.
15. Earnings per Share
In determining the Earnings per share, the company considers the
net profit after tax. The number of shares used in computing Basic
Earnings per share is the weighted average number of equity shares
outstanding during the year. The number of shares used in computing
Diluted Earnings per share comprises the weighted average number
of equity shares considered for deriving Basic earnings per share
and also the weighted average number of equity shares that could
have been issued on the conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted as of
the beginning of the year unless issued at a later date.
16. provisions and contingencies
The unutilised funds as at March 31, 2009 have been temporarily
invested in fixed Deposits with banks.
2. Share application money represents unencashed refund instruments
issued to the investors. This does not include any amount, due and
outstanding, to be credited to the Investor Education and protection
fund as per the provisions of the companies Act, 1956.
3. contingent liabilities and commitments
a. The company has been named as one of the 20 defendants in
a civil dispute for injunction pending adjudication. However in
the opinion of the management no liability would arise in this
regard.
b. Disputed Value Added Tax Rs. 339.24 Million (previous year:
Rs. Nil ).
c. claims against the company not acknowledged as debts is
Rs. 10.00 Million (previous year: Rs. Nil ).

provision is recognized when an enterprise has a present obligation
as a result of past event; it is probable that an outflow of resources
will be required to settle the obligation, in respect of which a reliable
estimate can be made. provisions are not discounted to its present
4. Acquisition of Telisma S.A.
value and are determined based on best estimate required to settle
the obligation at the Balance Sheet date. These are reviewed at each
Balance Sheet date and adjusted to reflect current best estimates.
B. NOTES ON AccOuNTS
1. utilization of proceeds from Initial public Offer (IpO)
The actual utilization of the proceeds of the Initial public Offer during
2007-08 issue of Rs. 3,544.54 Million (net of share issue expenses) is
as under :
d. Estimated amount of contracts (net of advances) remaining to be
executed on capital account and not provided for is Rs. 73.44
Million (previous year: Rs. 82.64 Million).
During the year the company has vide resolution of the Board of
Directors dated April 30, 2008 and the share purchase agreement
signed by and between the company and the shareholders of
Telisma S.A. (“Telisma”) on May 13 , 2008 and the founder’s
agreement signed by and between the company and the founders
of Telisma on May 13, 2008 acquired 203,445,874 shares of
Telisma on July 1, 2008 for a total consideration of Euros 11.78
Million ( aggregating to Rs. 801.28 Million including Rs. 3.69

74
 Schedules to the Financial Statements

Million of taxes payable towards transfer of shares) payable under 8. Investments, loans and advances to wholly owned subsidiaries and
the share purchase agreement as below: employees

a. Euros 10.78 Million in cash a. Investment in the wholly owned Subsidiaries has been made

b. Euros 0.64 Million (converted into a Rupee liability of Rs. considering strategic business expansion plan. In the opinion
42.64 Million) in form of equity shares subsequent to an earn of the management and considering intrinsic value and the
out valuation adjustment as mentioned in the share purchase business potential of the subsidiaries, the investment has been
agreement, payable to the founders of Telisma and carried at cost.

c. Euros 0.36 Million in form of equity shares subsequent to an earn b. The company has given loan to its wholly owned subsidiaries the
out valuation adjustment as mentioned in the share purchase details of which are given below and which in the opinion of the
agreement, payable to the Minority vendors of Telisma. Management is realisable in full:

Accordingly, the company has paid Euros 10.78 Million of In Rs. Million
which Euros 0.90 Million are paid into an escrow account which Maximum Maximum
As at As at amount due amount due
would be released to the founders at the end of 24 months on particulars March 31, March 31, at any time at any time
satisfaction of certain conditions. The balance consideration of 2009 2008 during the during the
year 2008-09 year 2007-08
Rs. 66.93 Million is included in the deferred payment liability in
Subsidiaries
the Balance Sheet. - OnMobile Singapore
1.98 1.59 1.98 1.59
pte. Ltd
5. Investment in OnMobile Europe B.V. -pT OnMobile Indonesia 8.19 6.15 8.19 6.15
Employees loan given in
During the year the company has vide resolution of the Board of
the ordinary course of
Directors dated April 30, 2008 incorporated OnMobile Europe B.V., the business and as per
the service rules of the
Netherlands, a Wholly owned Subsidiary with an investment of Rs. company
1.22 Million ( Euros 0.02 Million) towards 18,000 equity shares. - no repayment schedule
or repayment beyond - - - -
6. Additional Investment in Ver se Innovation private Limited seven years
- no interest or at an
During the year the company made an additional investment of interest rate below which
Rs. 33.00 Million vide resolution of the Board of Directors dated is specified in section 15.23 11.51 - -
372A of the companies
October 31, 2008, pursuant to a capital commitment made of Act, 1956.
Rs. 66.00 Million by way of equity (including warrants) or any debt
instrument including optionally convertible preference shares, term
loans or any other such instrument or arrangement as maybe agreed 9. Deferred payment liability also includes:
by and between the parties as per the terms and conditions of the
subscription cum shareholder’s agreement. a. Euros 0.50 Million (Rs. 33.74 Million) being balance consideration
outstanding at the year end relating to acquisition of Vox Mobili
7. Group Restructuring plan
S.A. during 2007-08 and
pursuant to a Group restructuring plan, during the year the company
has transferred the share holdings in its wholly owned subsidiaries b. Rs. 27.90 Million being balance consideration payable over
Vox Mobili S.A. and Telisma S.A. to a newly formed subsidiary one year outstanding at the year end relating to acquisition of
OnMobile Europe B.V. Intellectual property Rights.

75
 Schedules to the Financial Statements

10. Details of purchase and sale of investments during the year

purchased Sold (at cost)

Name of the fund No. of Shares / Amount No. of Shares / Amount
units (In Rs. Million) units (In Rs. Million)
Long term Investments
OnMobile Europe B.V. 12,783,844 2,233.61 - -
Ver se Innovation private Limited 15,618 33.00 - -
Telisma SA 203,445,874 801.28 203,445,874 801.28
Vox Mobili SA - - 6,501,705 1,431.11
216,245,336 3,067.89 209,947,579 2,232.39
Short Term Investments
ABN AMRO Interval fund Quarterly plan H Interval Div - Red 789,043 7.89 40,789,043 407.89
ABN AMRO Interval fund Quarterly plan H Quarterly Div-Red -NfO switch 41,522,157 415.23 41,522,157 415.23
AIG Short Term fund Institutional Daily Dividend 79,981 80.05 79,981 80.05
AIG Short Term fund Institutional Weekly Dividend 150,570 150.77 150,570 150.77
Birla Sun Life Liquid plus - Instl. - Daily Dividend -Reinvestment 10,112,681 101.20 15,233,197 152.44
Birla Sunlife Qtrl Interval fund Series 9 - Dividend payout 15,000,000 150.00 40,000,000 400.00
BSL Interval Income-Retail-Monthly - Series 2-Dividend -payout 35,106,084 351.06 35,106,084 351.06
BSL Quarterly Interval-Series 1-Dividend -payout - - 10,023,681 100.30
canara Robeco Interval Series 2 - Quarterly plan 2 - Inst Dividend fund 25,583,931 255.84 25,583,931 255.84
DWS Quarterly Interval fund-Series 1 - Dividend plan 396,443 3.96 10,396,443 103.96
fidelity Liquid plus (Institutional) - Dividend 10,118,856 101.21 15,130,176 151.32
Templeton Qtrly Interval plan- plan B (Institutional) - Dividend payout 30,601,943 306.60 55,576,219 556.60
HDfc fMp 90D August 2008 (IX) (2) - Wholesale plan Dividend* , Option : payout 50,000,000 500.00 50,000,000 500.00
HDfc fMp 90D January 2008 (VI) - Wholesale plan Dividend* , Option : payout 50,000,000 500.00 100,000,000 1,000.00
IcIcI prudential flexible Income plan premium - Daily Dividend 235,981 2.50 14,441,807 152.70
IcIcI prudential Interval fund II Quarterly Interval plan E- Retail Dividend 1,166,011 11.66 30,352,535 303.53
IDfc Liquid fund - Daily Dividend 49,998 50.01 49,998 50.01
IDfc Liquid plus fund - Treasury plan - Inst plan B-Daily Div 5,965,555 60.07 5,965,555 60.07
IDfc Money Manager fund - Investment plan - Inst plan B-Daily Div. 15,307,915 153.16 15,307,915 153.16
ING fixed Maturity fund-42 Institutional Dividend - - 30,010,048 300.10
Birla Sunlife Liquid plus - Institutional Daily Dividend 41,734,735 417.49 44,737,046 447.52
JM High Liquidity fund - Super Institutional plan - Daily Dividend (92) 5,491,991 55.01 5,491,991 55.01
JM Interval fund - Quarterly plan 1 - Institutional Dividend plan 9,212,238 92.12 9,212,238 92.12
JM Money Manager fund Super plus plan - Daily Dividend (171) 15,596,390 156.03 15,596,390 156.03
Jp Morgan India Liquid fund - Super Inst. Daily div plan - reinvest 25,291,350 253.14 30,292,163 303.19
Jp Morgan India Liquid fund-Super Inst. Daily Dividend plan.-Reinvest 19,987,760 200.04 19,987,760 200.04
Kotak Quarterly Interval plan Series 3 - Dividend 15,333,945 153.34 15,333,945 153.34
Lotus India Liquid fund Institutional daily dividend 4,499,420 45.01 4,499,420 45.01
Lotus India Liquid plus fund -Institutional daily dividend 8,591,961 0.56 8,591,961 0.56
Lotus India Quarterly Interval fund - plan A - Dividend 20,440,848 204.52 20,440,848 204.52
Mirae Asset liquid fund- (Institutional)- Dividend plan 469,654 470.31 519,732 520.46
principal floating Rate fund fMp-Insti. Option - Dividend Reinvestment Daily 10,136,862 101.44 15,135,964 151.50

76
 Schedules to the Financial Statements

purchased Sold (at cost)

Name of the fund Amount Amount
No. of Shares/units No. of Shares/units
(In Rs. Million) (In Rs. Million)

Reliance Monthly Interval fund - Series II Institutional Dividend plan. 10,056,248 100.61 10,056,248 100.61

Standard chartered fixed Maturity plan- Quarterly Series 25- Dividend 110,751 1.11 10,197,325 101.97
TATA Dynamic Bond fund Option B - Dividend 49,099,638 503.51 66,101,676 676.38
Templeton India Treasury Management account Institutional plan - Daily Dividend
39,985 40.01 39,985 40.01
Reinvestment
Templeton India Treasury Management Account Super Institutional plan - Daily
100,190 100.26 100,190 100.26
Dividend Reinvestment
Templeton India ultra Short Bond fund Institutional plan - Daily Dividend
4,023,550 40.31 4,023,550 40.31
Reinvestment
Templeton India ultra Short Bond fund Super Institutional plan - Daily Dividend
25,027,411 250.74 25,027,411 250.75
Reinvestment
TATA fixed Income portfolio fund Scheme A3 Institutional M - - 24,988,505 250.00
uTI Liquid plus fund 100,613 100.63 100,613 100.64
557,532,691 6,487.40 866,194,304 9,635.26

11. Loans and advances include c. computation of net profit in accordance with Section 349 of the
In Rs. Million companies Act,1956 and commission payable to directors:
As at As at In Rs. Million
particulars
March 31, 2009 March 31, 2008
for the year ended for the year ended
particulars
Due from a company in which March 31, 2009 March 31, 2008
director is interested (Maximum
balance outstanding during the 0.10 0.10 profit before taxation 1,001.45 719.70
year Rs 0.10 Million (previous Add:
year Rs.0.10 Million)) Managerial remuneration 19.08 20.69
Due from a director of the
Loss on Sale of assets - 1.57
company (Maximum balance
outstanding during the year 0.45 0.85 Loss on Sale of
12.28 -
Rs 1.45 Million (previous year Investments
Rs 3.15 Million)) provision for Doubtful
44.19 53.39
Debts
12. Remuneration to Directors
75.55 75.65
a. Managerial Remuneration to Whole time directors
Less:
In Rs. Million
profit on Sale of
for the year ended for the year ended - 0.14
particulars investments
March 31, 2009 March 31, 2008
Excess provision reversed
Salary and Allowances 6.72 13.29 - 2.47
back
Other Benefits 6.53 0.51
profit on Sale of fixed
contribution to provident fund 0.34 0.43 3.45 -
Assets
13.59 14.23
3.45 2.61
The above remuneration excludes gratuity and leave encashment Net profit 1,073.55 792.74
amounts as the same have been provided based on an actuarial
Remuneration to whole
valuation. time Directors:
b. Managerial Remuneration to Non-Whole time directors Eligible under Section 309 107.36 79.27
In Rs. Million Restricted to
13.59 14.24
remuneration paid
for the year ended for the year ended
particulars commission to Non-
March 31, 2009 March 31, 2008
whole-time
Sitting fees 0.74 1.23
directors
commission 4.79 5.00
Eligible under Section 309 10.74 7.93
Stock Options 0.06 0.23
Restricted to commission
5.59 6.46 4.79 5.00
payable

77
 Schedules to the Financial Statements

13. Auditors Remuneration change in present Value of Obligation:

In Rs. Million In Rs. Million
for the year ended for the year ended particulars As at March 31, 2009 As at March 31, 2008
particulars
March 31, 2009 March 31, 2008 present Value of Obligation 10.85 4.92
Statutory Audit fees 1.70 1.70 current Service cost 14.21 2.30
Tax Audit fees 0.20 0.20 Interest on Defined Benefit
0.74 0.38
Other attest services 1.50 0.30 Obligation
Taxation matters 1.50 0.10 Benefits paid (0.66) -
Out of pocket expenses - - Net Actuarial Losses / (Gains)
1.20 3.25
Recognized in Year
4.90 2.30
past Service cost - -
The above remuneration for the year ended March 31, 2008 does Losses / (Gains) on “curtailments
- -
not include Rs. 4.49 Million (including service tax) towards services and Settlements”
rendered for the initial public offer which was considered as a share closing present Value of Obligations 26.34 10.85
issue expense and set off against the balance available in Securities change in the fair Value of Assets:
premium account. In Rs. Million

The company avails input credit for Service Tax and hence no Service particulars As at March 31, 2009 As at March 31, 2008
Tax expense was accrued during the year Opening fair Value of plan Assets 7.24 1.82
Expected Return on plan Assets 0.54 0.17
14. Employee Benefits: Actuarial Gains / (Losses) - 0.16
Assets Distributed on Settlements - -
I. Defined contribution plans contributions by Employer - 5.09
During the year the company has recognized the following amount Assets Acquired due to Acquisition - -
in the profit and Loss Account: Exchange Difference on foreign
- -
plans
In Rs. Million
Benefits paid (0.66) -
for the year ended for the year ended
particulars closing fair Value of plan Assets 7.12 7.24
March 31, 2009 March 31, 2008
Employer's contribution to Details of investment composition of plan Assets has not been provided
31.61 22.99
provident fund* by the fund managers and hence not given.
*Included in contribution to provident and other funds (Refer Reconciliation of present Value of Defined Benefit Obligation and the fair
Schedule 13) Value of plan Assets:
II. Defined Benefit plans In Rs. Million

Gratuity particulars As at March 31, 2009 As at March 31, 2008

closing present Value of funded
In accordance with Accounting Standard 15 (Revised 2005) - Obligations
26.34 10.86
“Employee Benefits”, actuarial valuation as on March 31, 2009 was
closing fair Value of plan Assets (7.12) (7.24)
done in respect of the aforesaid defined benefit plan of Gratuity
based on the following assumptions: closing funded Status - -
unrecognized Actuarial (Gains) /
for the year ended for the year ended - -
particulars Losses
March 31, 2009 March 31, 2008
unfunded Net Asset / (Liability)
Discount Rate 7% p.a. 8.25% p.a. 19.22 3.62
recognised in Balance Sheet
Expected Rate of Return on
8% p.a 7.50% p.a.
plan Assets Amount recognized in the Balance Sheet:
10% p.a. for first 6 10% p.a. for first 4 In Rs. Million
Salary Escalation Rate years and 7.0% p.a years and 7% p.a
particulars As at March 31, 2009 As at March 31, 2008
thereafter thereafter
closing present value of obligations 26.34 10.86
The estimates of rate of escalation in salary considered in actuarial closing fair Value of plan Assets (7.12) (7.24)
valuation, take into account inflation, seniority, promotion and other
Liability Recognised in the Balance
relevant factors including supply and demand in the employment Sheet
19.22 3.62
market.

78
 Schedules to the Financial Statements

Expenses recognized in the profit and Loss Account: 15. finance Lease:
In Rs. Million
The lease transactions of the company represent lease of electronic
for the year ended for the year ended equipments on a non-cancellable basis.
particulars
March 31, 2009 March 31, 2008

current Service cost 14.21 2.30

The minimum lease payments and their present value as at March 31,
2009 under the various agreements are given below:
past Service cost - -
In Rs. Million
Interest cost 0.74 0.38
present value of
Minimum Lease
Expected Return on plan Assets (0.55) (0.17) particulars Minimum Lease future Interest
payments
payments
Actuarial (Losses) / Gain 1.26 3.09 Amount repayable not
17.48 1.54 19.02
later than 1 year
Losses / (Gains) on “curtailments
- - Amount repayable later
and Settlements”
than 1 year and not later 25.24 7.47 32.71
Excess provision pertaining to previ- than 5 years
(2.97) -
ous year adjusted in the current year
42.72 9.01 51.73
Total Expenses to be recognized in
12.69 5.60 16. Operating lease:
the profit and Loss Account

III. Other long term benefits The company is obligated under non-cancellable operating lease for
office space.
Leave Encashment
cost of compensated absences expensed in the profit and Loss Total rental expense and future lease payments under non-cancellable
Account: operating lease for office space are as follows:
In Rs. Million
In Rs. Million
for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008 for the year ended for the year ended
particulars
Leave Encashment 2.55 21.42 March 31, 2009 March 31, 2008
Rental expense charged to
During the previous year on adoption of the Accounting Standard- profit and Loss account
97.59 64.46
15(Revised 2005)-”Employee Benefits”, the transitional liability of
future lease payments
Rs. 16.17 Million in respect of unutilised leave salary liability as on
Not later than 1 year 108.63 74.01
April 01, 2007 was adjusted against opening balance of surplus in
profit and Loss account, net of deferred tax adjustment of Rs 5.44 Later than 1 year and not later
239.32 200.99
than5 years
Million.

79
 Schedules to the Financial Statements

17. Employee Stock Option plans

Details of ESOp introduced to which the guidance note as issued by Institute of chartered Accountants of India (IcAI) is applicable

plan
OnMobile Employees Stock
Option plan – I 2003
OnMobile Employees Stock
Option plan – II 2003
Board Share holder's approval date Total options Terms of Vesting
approval appropriated
date
31-Oct-03 Extra Ordinary General Meeting held on March 5, 1,026,000 25% of such Options granted would vest at the end
2001, November 29, 2003 and December 30, 2003 of twelve (12) months from the date the Optionee
becomes an employee of the company and the
remaining 75% would vest at a rate of 1/36th per
month for the next thirty six (36) months from the
first vesting.
4-Dec-03 114,000

Number of options granted, exercised and forfeited during the year under the above plans are given below:

for the year ended for the year ended

particulars
March 31, 2009 March 31, 2008
Options granted outstanding at the beginning of the year 1,736,085 130,113
Granted during the year - 32,923
Exercised during the year 391,625 23,188
forfeited during the year 148,213 6,303
Increase in Options consequent to issuance of bonus shares - 1,602,540
Options granted outstanding at the end of the year 1,196,247 1,736,085
Grants outstanding which are vested as at Balance Sheet date including increase due to issuance of bonus shares 935,155 599,079

Details of ESOp introduced to which the guidance note as issued by the Institute of chartered Accountants of India (IcAI) is applicable

Board approval Share holder's Total options

plan Terms of Vesting
date approval date appropriated
25% of such Options granted would vest at the end of
twelve (12) months from the date the Optionee becomes
OnMobile Employees Stock Option plan – III 2006 24-Jul-06 24-Jul-06 61,567 an employee of the company and the remaining 75%
would vest at a rate of 1/36th per month for the next thirty
six (36) months from the first Vesting.
25% of the Options granted would vest at the end of twelve
(12) months from the date of the grant and the remaining
OnMobile Employees Stock Option plan – I 2007 12-Jul-07 17-Aug-07 975,000
75% would vest at a rate of 1/36th per month for the next
thirty six (36) months from the first Vesting.
65%, 30%, 3% and 2% of the options granted would vest
OnMobile Employees Stock Option plan-II 2007 12-Jul-07 17-Aug-07 74,360 at the end of one year, two years, three years and four years
from the grant date, respectively.
100% of the Options would vest over a period of four
OnMobile Employees Stock Option plan – I 2008 18-Mar-08 18-Apr-08 26,000
years.
100% of the options granted would vest at the end of two
OnMobile Employees Stock Option plan II 2008 31-Oct-08 1-Aug-08 100,000
years.
for 297,170 Options 50% of the options granted would
vest at the end of one year and 25% of the options would
vest on a monthly basis at the end of each of second
and third years from the grant date respectively and for
OnMobile Employees Stock Option plan III 2008 31-Oct-08 1-Aug-08 748,240 the balance 451,070 Options granted under the plan the
vesting would be 25% of the Options would vest at the
end of one year and the rest of the options shall vest at the
rate of 1/36th of the options shall vest every month for the
next three years.
100% of the options granted would vest at the end of one
OnMobile Employees Stock Option plan IV 2008 26-Sep-08 31-Oct-08 173,953
year.

Number of options granted, exercised and forfeited during the year under the above plans are given below:

80
 Schedules to the Financial Statements

for the year ended for the year ended segment in the context of primary segment reporting as prescribed
particulars
March 31, 2009 March 31, 2008 by Accounting Standard 17 - “Segment Reporting”.
Options granted outstanding at
1,209,538 -
the beginning of the year The Secondary segment is identified to Geographical locations and
Granted during the year 1,145,691 1,253,101
Exercised during the year 35,555 -
the company’s significant operations constituting more than 90%
forfeited during the year 675,355 43,563 of the total operations are carried out of India. Details of Secondary
Options granted outstanding at segment by Geographical locations are given below:
1,644,319 1,209,538
the end of the year
Weighted average remaining In Rs. Million
contractual life (years) at the 2 4
year end for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008
Weighted average exercise
price per option (after Rs. 356 Rs. 322.34 I Revenue (by location of
adjusting for Bonus issue) customer)
Range of exercise price (after In India 3,107.44 2,212.37
Rs 216 to Rs 680 Rs 210 to Rs 592
adjusting for bonus issue)
Outside India 163.66 95.26
The company accounted the above options using the intrinsic II Total carrying amount
value method and thus, the difference between the fair value of of Segmental Assets, by
the underlying shares in the year of grant and the options exercise Geographical location
value was charged to the profit and loss account. Accordingly, the In India 2,523.55 3,229.35
compensation charge thereon in the current year is Rs.0.06 Million Outside India 237.72 86.24
(previous year-Rs.1.41 Million) III cost incurred for purchase
of tangible & intangible
The guidance note issued by the Institute of chartered Accountants assets, by Geographical
of India requires the disclosure of pro forma net results and EpS location
both basic & diluted, had the company adopted the fair value In India 637.44 810.94
method. Had the company accounted the option under fair value Outside India 17.53 12.00
method, amortising the stock compensation expense thereon over
the vesting period, the reported profit for the year ended March 31, 19. Transactions with Related parties:
2009 would have been lower by Rs. 26.12 Million (previous year-
I. List of Related parties and relationship:
Rs. 27.00 Million) and Basic and diluted EpS would have been revised
to Rs.11.8/- (previous year- Rs. 9.4/-) and Rs. 11.4/- (previous year- Sl
Relationship Related parties
No.
Rs. 8.7/-) respectively as compared to Rs. 12.2/- (previous year-
Rs. 9.9/-)and Rs. 11.8/- (previous year- Rs. 9.2/-) without such (i) controlling Enterprises
impact. Holding company OnMobile Systems Inc., uSA (up to
february 18, 2008)
The fair value of stock based awards to employees is calculated Subsidiaries OnMobile Singapore pte. Ltd.
through the use of option pricing models, requiring subjective OnMobile Australia pty. Ltd.
assumptions which greatly affect the calculated values. The said fair pT OnMobile Indonesia
value of the options have been calculated using Black-Scholes option Vox Mobili S.A.
pricing model, considering the expected term of the options to be 2 Telisma S.A. (w.e.f. July 1, 2008 )
years (previous year-4.8 years), a “Nil” (previous year-1%) expected OnMobile Europe B.V. (w.e.f. July 23,
dividend rate on the underlying equity shares, volatility in the share 2008 )
price of 61% (previous year-Range of 21% to 59%) and a risk free phonetize Solutions private Limited
rate of 7%(previous year-8%). The company’s calculations are based Ver se Innovation private Limited
on a single option valuation approach, and forfeitures are recognized (ii) Other related parties with whom
as they occur. The expected volatility is based on historical volatility the company had transactions
of the share price during the year after eliminating the abnormal Key Management personnel Arvind Rao
price fluctuations. chandramouli Janakiraman
Enterprises owned or OnMobile Systems Inc., uSA (w.e.f
18. Segment Reporting: significantly influenced by february 19, 2008)
key management personnel/ Mobile Traffik private Limited
The company is engaged in providing value added services in Directors or their relatives
telecom business globally and is considered to constitute a single Riff Mobile private Limited

81
 Schedules to the Financial Statements

II. Transactions with Related parties:

In Rs. Million
Enterprises owned or
significantly influenced by
Subsidiary companies Key Management personnel Total
Sl Key Management personnel/
Nature of transactions Directors or their relatives
No
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2009 2008 2009 2008 2009 2008 2009 2008
1 Income from services
OnMobile Singapore pte. Ltd. 14.05 33.36 - - - - 14.05 33.36
OnMobile Australia pty. Ltd. - 5.65 - - - - - 5.65
Vox Mobili S.A. 9.17 - - - - - 9.17 -
23.22 39.01 - - - - 23.22 39.01
2 Business Development expenses
OnMobile Singapore pte. Ltd. - 14.25 - - - - - 14.25
OnMobile Australia pty. Ltd. 0.16 6.73 - - - - 0.16 6.73
pT OnMobile Indonesia 25.66 11.25 - - - - 25.66 11.25
Vox Mobili S.A. 11.53 - - - - - 11.53 -
37.35 32.23 - - - - 37.35 32.23
3 content cost
Riff Mobile private Limited - - - - 9.66 1.63 9.66 1.63
- - - - 9.66 1.63 9.66 1.63
4 cost of hardware and software
development charges
Telisma S.A. 14.64 - - - - - 14.64 -
Vox Mobili S.A. 1.91 - - - - - 1.91 -
16.55 - - - - - 16.55 -
5 Remuneration (including other
benefits)
Arvind Rao - - 10.09 8.84 - - 10.09 8.84
chandramouli Janakiraman - - 3.50 5.39 - - 3.50 5.39
- - 13.59 14.23 - - 13.59 14.23
6 Interest Income
OnMobile Singapore pte. Ltd 0.10 0.05 - - - - 0.10 0.05
pT OnMobile Indonesia 0.36 0.18 - - - - 0.36 0.18
0.46 0.23 - - - - 0.46 0.23
7 purchase of fixed Assets
OnMobile Singapore pte. Ltd. 4.02 - - - - - 4.02 -
Telisma S.A. 156.15 - - - - - 156.15 -
160.17 - - - - - 160.17 -
8 Investments made during the year in:
Telisma S.A. 801.28 - - - - - 801.28 -
OnMobile Europe B.V. 1.22 - - - - - 1.22 -
Ver se Innovation India private Limited 33.00 - - - - - 33.00 -
835.50 - - - - - 835.50 -
9 Investments sold during the year to:
OnMobile Europe B.V. 2,232.39 - - - - - 2,232.39 -
2,232.39 - - - - - 2,232.39 -
10 Annual Maintenance charge (prepaid)
Telisma S.A. 12.35 - - - - - 12.35 -
12.35 - - - - - 12.35 -

82
 Schedules to the Financial Statements

III. Balances with Related parties:

In Rs. Million

Enterprises owned or
Sl. significantly influenced by
Nature of transactions Subsidiary companies Key Management personnel Total
No key management personnel/
Directors or their relatives
March March 31, March 31, March 31, March 31, March 31, March 31, March 31,
31,2009 2008 2009 2008 2009 2008 2009 2008
11 Amount payable
OnMobile Singapore pte. Ltd 1.82 - - - - - 1.82 -
OnMobile Australia pty. Ltd. 0.15 7.04 - - - - 0.15 7.04
pT OnMobile Indonesia 14.39 10.78 - - - - 14.39 10.78
Telisma S.A. 180.35 - - - - - 180.35 -
Voxmobili S.A. 13.25 - - - - - 13.25 -
OnMobile Systems Inc. - - - - 85.33 1,007.02 85.33 1,007.02
Riff Mobile private Limited. - - - - 4.15 0.67 4.15 0.67
Mobile Traffik private Limited. - - - - 0.10 0.10 0.10 0.10
209.96 17.82 - - 89.58 1,007.79 299.54 1,025.61
12 Amount Receivable
A Loan
OnMobile Singapore pte. Ltd 1.72 1.43 - - - - 1.72 1.43
pT OnMobile Indonesia 7.64 6.01 - - - - 7.64 6.01
B Accrued interest
OnMobile Singapore pte. Ltd 0.26 0.16 - - - - 0.26 0.16
pT OnMobile Indonesia 0.55 0.14 - - - - 0.55 0.14
c Other Advances
Arvind Rao - - 0.43 0.85 - - 0.43 0.85
chandramouli Janakiraman - - 0.02 - - - 0.02 -
OnMobile Singapore pte. Ltd 51.76 1.64 - - - - 51.76 1.64
pT OnMobile Indonesia 1.16 0.76 - - - - 1.16 0.76
OnMobile Europe B.V.. 0.03 - - - - - 0.03 -
Mobile Traffik private Limited. - - - - 0.10 0.10 0.10 0.10
D Sundry Debtors
OnMobile Singapore pte. Ltd. 14.05 24.79 - - - - 14.05 24.79
OnMobile Australia pty. Ltd. 0.08 5.80 - - - - 0.08 5.80
Voxmobili S.A. 9.17 - - - - - 9.17 -

Notes:
1 Related party relationships are as identified by the company on the basis of information available and relied by the auditors.
2 No amount has been written off or written back during the year in respect of debts due from or to related party.
3 Reimbursement of expenses are not included above.
20. Earnings per Share
The Earnings per share, computed as per the requirements of Accounting Standard 20 –“Earnings per Share” is as under:
for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008
profit after tax as per the profit and Loss Account (In Rs. Million) 706.81 475.68

Weighted Average number of Shares for Basic EpS 57,720,711 47,916,994

Add: Effect of convertible preference Shares and Stock Options outstanding 1,967,265 3,942,651
Weighted Average Number of equity shares for Diluted EpS 59,687,976 51,859,645
Rs. Rs.
Nominal value of equity shares 10.0 10.0

Earnings per Share

Basic 12.2 9.9
Diluted 11.8 9.2

83
 Schedules to the Financial Statements

21. Accounting for Taxes On Income

a) provision for taxation includes tax liabilities in India on the company’s global income as reduced by exempted income and any tax liabilities
arising overseas on income sourced from those countries.
b) In accordance with the Accounting Standard 22 – “Accounting for Taxes on Income”, the company has created a deferred tax liability to the
extent of Rs. 28.69 Million for the current year, which has been debited to the profit and Loss account. Details of Deferred Tax Asset and
Liabilities are:
In Rs. Million

Deferred Tax (Assets)/ Liabilities as Deferred Tax (Assets)/ Liabilities as

particulars current year (credit)/charge
on April 1, 2008 on March 31, 2009
Difference between book and tax depreciation 65.66 36.44 102.10
Others (provision for gratuity, leave encashment etc.) (26.20) (7.75) (33.95)
39.46 28.69 68.15

22. The details of provisions under Accounting Standard 29 - “provisions, contingent liabilities and contingent assets” are as under:
In Rs. Million
provision provision
probable outflow provision made provision utilised provision reversed
Nature of Expense outstanding as at outstanding as at
estimated within during the year during the year during the year
April 1, 2008 March 31, 2009
Other provisions-customer credits 3 years 77.20 18.17 48.27 - 47.10

23. foreign currency Exposure

There are no outstanding forward exchange contracts entered into by the company as at March 31, 2009. foreign currency exposure as at March
31, 2009 that have not been hedged by derivative instrument or otherwise is as follows:

As at As at
As at March As at March March 31, 2009 March 31, 2008
particulars 31, 2009 31, 2008 Nature of currency Amount Amount
Amount (In Rs. Million) Amount (In Rs. Million) (foreign currency (foreign currency
In Million) In Million)
Due from:
Debtors against export of 15.90 24.88 SGD 0.46 0.86
services/goods 19.54 21.19 uSD 0.38 0.53
9.94 0.63 EuR 0.15 0.01
5.29 11.77 AuD 0.15 0.32
- 6.00 BDT - 10.22
Against loan (including interest 1.98 1.59 SGD 0.06 0.06
accrued) 8.19 6.14 uSD 0.16 0.15
Against advances 51.76 1.64 SGD 1.51 0.06
9.10 2.63 uSD 0.18 0.07
13.26 - EuR 0.20 -
1.16 0.76 IDR 253.14 177.57
Due to:
creditors against import of 1.82 - SGD 0.06 -
goods and services 162.07 74.70 uSD 3.18 1.87
0.05 - AED 0.003 -
203.64 - EuR 3.02 -
19.38 10.78 IDR 4,287.50 2,452.55
0.15 7.04 AuD 0.004 0.19
Deferred payment Liability 58.03 278.64 EuR 0.86 4.42

24. During the year ,the company has circulated request to all suppliers to confirm their status under the Micro, Small and Medium Enterprises
Development Act, 2006 and despite regular follow up the company has not received confirmations from any of the suppliers and hence disclosures
relating to amounts unpaid as at the year end together with interest paid / payable under this Act have not been given.

84
 Schedules to the Financial Statements

25. The central Government vide notification dated March 31, 2009 has amended Accounting Standard-11 “Effect of changes in foreign Exchange
Rates”,notified under the companies (Accounting Standard) Rules, 2006. The company has opted out of the option of adjusting the exchange
difference on long term foreign currency monetary items to the cost of the assets acquired out of foreign currency monetary items.
26. Quantitative Details
The company is engaged in the development and maintenance of computer software. The production and sale of such software cannot be
expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs
3 and 4c of part II of Schedule VI of the companies Act, 1956. further there are no traded goods during the year.
27. Value of imports calculated on cIf basis
In Rs. Million
for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008
capital goods (including software downloads) 382.98 295.49

28. Expenditure in foreign currency

In Rs. Million
for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008
Business Development Expenses 37.35 32.23
Travel 23.36 13.14
content cost 19.88 7.60
Software and Software development charges 15.78 4.56
Annual maintenance charges (Including prepaid Expense) 16.94 11.71
Legal and professional 47.94 26.28
pre-issue expenses (charged to Securities premium account) - 21.42
payroll costs 31.48 8.92
Others 21.99 4.38
214.72 130.24

29. Earnings in foreign currency

In Rs. Million
for the year ended for the year ended
particulars
March 31, 2009 March 31, 2008
Master Services/professional Services 163.66 95.26

30. previous year’s figures have been regrouped/reclassified wherever necessary.

Arvind Rao Rajesh Moorti

chief Executive Officer chief financial Officer
and Managing Director

Chandramouli J D Srikiran
Director company Secretary

place: Mumbai
Date: April 30, 2009

85
 Balance Sheet Abstract and Company’s General
Business Profile
ONMOBILE GLOBAL LIMITED
REGISTRATION DETAILS

Registration No. 27860

State code 08

Balance Sheet Date 31-03-09

cApITAL RAISED DuRING THE YEAR (Rs.).

public Issue Nil

Rights Issue N.A

Bonus Issue (issue of shares under ESOps as an adjustment for the previous bonus issue) 3,943,200

private placement 0

preferential offer of shares under Employee Stock Option plan Scheme(s)* 328,600

Total Liabilities 6,885,705,218

Total Assets 6,885,705,218

SOuRcES Of fuNDS (Rs.)

paid up capital 578,333,190

Reserves and Surplus 6,067,630,382

Stock options outstanding 293,334

Secured Loans 42,723,304

Net Deferred tax liability 68,154,000

Deferred payment liability 128,571,008

AppLIcATION Of fuNDS (Rs.)

Net fixed Assets 1,134,018,700

Investments 2,298,391,151

Net current Assets 3,453,295,367

Misc. Expenditure. Nil

Accumulated Losses Nil

pERfORMANcE Of THE cOMpANY (Rs.)

Turnover 3,271,095,968

Total Expenditure 1,656,791,094

Other Income 236,085,392

profit before Tax & Exception Items 1,001,455,232

profit after tax & Exception Items 706,811,007

Earnings per Share 12

Dividend Rate % N.A

GENERIc NAMES Of pRIMARY pRODucTS / SERVIcES Of THE cOMpANY

Item code No: (ITc code) 85243111

product Description

Software Development.

*Issue of shares arising on the exercise of the option granted to Employees under Company’s ESOP Plans.

86
 Auditors’ Report

TO THE BOARD OF DIRECTORS’ ON THE CONSOLIDATED FINANCIAL STATEMENTS OF ONMOBILE GLOBAL LIMITED AND
ITS SUBSIDIARIES

1. We have audited the attached Consolidated Balance Sheet of OnMobile Global Limited (formerly OnMobile Asia Pacific Private
limited) (“the Company”) and it’s subsidiaries (“the group”) as at March 31, 2009; the Consolidated Profit and Loss Account and the Consolidated
Cash Flow Statement for the year then ended, both annexed thereto. These financial statements are the responsibility of the Management of the
Company and have been prepared by the management on the basis of separate financial statements and other financial information regarding
components. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

3. We did not audit the financial statements of subsidiaries as at March 31, 2009, whose financial statements reflect total assets of Rs. 988,015,069
and total revenues of Rs. 994,411,913 and net cash outflows of Rs. 36,089,350 for year ended on that date. These financial statements and other
financial information has been audited by the other auditors whose reports have been furnished to us, and our opinion is based solely on the report
of the other auditors.

4. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting
Standard (AS) 21, Consolidated Financial Statements, notified by Companies (Accounting Standard) Rules, 2006 and on the basis of the separate
audited financial statements of the Company and its subsidiaries included in the consolidated financial statements.

5. On the basis of the information and explanation given to us and on the consideration of the separate audit reports on individual financial
statements and on the other financial information of the components of the Company and its subsidiaries, we are of the opinion that the attached
consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the consolidated balance sheet, of the state of affairs of the Group as at March 31, 2009; and

b. in the case of the consolidated profit and loss account, of the consolidated results of operations of the group for the year then ended.

c. in the case of the consolidated cash flow statement, of the consolidated cash flows of the group for the year then ended.

For Deloitte Haskins & Sells

Chartered Accountants

V. Srikumar
Place: Mumbai Partner
Date: April 30, 2009 Membership No. 84494

87
 Consolidated Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
Schedule As at March 31, 2009 As at March 31, 2008
SOURCES OF FUNDS
Shareholders' Funds:
Share capital 1 578.33 574.06
Stock options outstanding 0.29 1.41
Reserves and Surplus 2 6,411.17 5,535.48
Loan Funds:
Secured Loans 3 42.73 -
Unsecured Loans 4 3.66 -
Deferred Payment Liability 128.57 278.64
(Refer Notes B (4 & 8) of Schedule 18)
Deferred Tax Liability 68.14 39.46
7,232.89 6,429.05

APPLICATION OF FUNDS
Goodwill on consolidation 2,107.82 1,367.93
Fixed Assets: 5
Gross Block 2,536.33 1,335.21
Less: Accumulated Depreciation and Amortisation 1,560.83 539.87
Net Block 975.50 795.34
Capital Work-in-progress (including Capital Advances
71.51 113.39
Rs. 22.25 Million (as at March 31, 2008 - Rs. 19.04 Million)
1,047.01 908.73
Deferred Tax Asset 0.95 0.21
Investments 6 86.70 3,193.70
Current Assets, Loans and Advances:
Project Work in Progress - 10.61
Sundry Debtors 7 1,445.23 989.72
Cash and Bank Balances 8 2,855.11 1,458.84
Other Current Assets 9 22.38 12.54
Loans and Advances 10 1,685.71 947.35
6,008.43 3,419.06
Less: Current Liabilities and Provisions:
Current Liabilities 11 1,022.05 1,739.13
Provisions 12 995.97 721.45
2,018.02 2,460.58
Net Current Assets 3,990.41 958.48
7,232.89 6,429.05
Significant Accounting Policies and Notes on Accounts 18

The Schedules referred to above and notes thereon form an integral part of the Balance Sheet.

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

88
 Consolidated Profit and Loss Account

ONMOBILE GLOBAL LIMITED

In Rs. Million except per share data
For the year ended For the year ended
Schedule
March 31, 2009 March 31, 2008
REVENUE
Telecom Value Added Services 3,724.72 2,459.47
Software development 282.49 146.05
Other services 56.36 12.64
Total Revenue 4,063.57 2,618.16

EXPENDITURE
Cost of sales and services 13 777.43 396.52
Manpower costs 14 1,203.59 641.40
Administration and other expenses 15 801.28 531.89
Total operating expenses 2,782.30 1,569.81

Earnings before other income, depreciation and amortisation, finance charges and tax 1,281.27 1,048.35

Other Income 16 310.09 74.69

Depreciation and amortisation 5 439.67 255.64

Earnings before finance charges and tax 1,151.69 867.40

Finance charges 17 0.55 17.09

Earnings before tax 1,151.14 850.31

Provision for taxation

- Current Year Tax 259.87 214.46
- Earlier year provision - 6.90
- Deferred tax (Note B (19) of Schedule 18) (net) 27.94 14.83
- Fringe Benefit Tax 11.36 11.02

Earnings after tax 851.97 603.10

Profit brought forward from previous year 1,326.83 756.18

Loss transferred on Amalgamation - (21.63)
Provision for leave encashment (net of deferred tax) - (10.73)
Transfer to capital redemption reserve - (0.09)

Balance carried to Balance Sheet 2,178.80 1,326.83

Basic and Diluted Earnings Per Share (Note B (18) of Schedule 18)
- Earnings per share ( Basic)( Face value of equity share of Rs 10/- each) 14.8 12.6
- Earnings per share ( Diluted)( Face value of equity share of Rs 10/- each) 14.3 11.6

Significant Accounting Policies and Notes on Accounts 18

The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account.

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

89
 Consolidated Cash Flow Statement

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
A. CASH FLOw FROM OPERATING ACTIVITIES
Net profit before tax and extraordinary items 1,151.14 850.31
Adjustments for :
Depreciation 439.67 255.64
Unrealised Foreign Exchange Loss/(Gain) 32.55 50.89
Loss/(Gain) on Sale of Fixed Assets (Net) (3.45) 1.57
Loss/(Gain) on redemption of Investment (Net) 11.85 (0.14)
Provisions written back (0.04) (2.47)
Credit balances written back (5.34) -
Provision for Doubtful debts 43.63 53.39
Preliminary expenses written off - 0.04
Dividend Income (133.18) (56.72)
Interest Expense 0.55 17.09
Interest Income (100.34) 285.90 (9.75) 309.54
Operating profit before working capital changes 1,437.04 1,159.85
(Increase)/decrease in Trade and other receivables (443.35) (418.37)
(Increase)/decrease in Loans and Advances (279.85) (141.00)
Increase/(decrease) in Current Liabilities and Provisions 183.63 (539.57) 254.19 (305.18)
Cash generated from operations 897.47 854.67
Direct taxes paid (416.65) (305.02)
Net cash from operating activities 480.82 549.65

B. CASH FLOw FROM INVESTING ACTIVITIES

Purchase of fixed assets (572.45) (836.21)
Sale of fixed assets (including Capital Work-in-Progress) 20.04 9.07
Sale/ (Purchase) of Securities (net) 3,102.43 (2,158.60)
Investment in Subsidiaries (734.21) (1,064.47)
Payment towards Deferred Liability (248.34) (2.50)
Dividend Income 145.72 44.18
Interest received 78.10 9.75
Net cash used in investing activities 1,791.29 (3,998.78)

C. CASH FLOw FROM FINANCING ACTIVITIES

Proceeds from issuance of Share Capital (net of refund of share application 4.63 3,793.81
money)
Offer for sale Payable/ (Paid) to OnMobile Systems Inc (net of reimbursement of (940.20) 992.71
expenses)
Share Issue expenses (8.44) (72.45)
Redemption of preference shares - (33.04)
Proceeds from short term borrowings 0.27 350.00
Repayment of short term borrowings (0.86) (350.00)
Interest paid (0.55) (17.09)
Net cash used in financing activities (945.15) 4,663.94

Net increase/(decrease) in cash and cash equivalents 1,326.96 1,214.81

Cash and cash equivalents (Opening Balance) 1,458.84 211.61
Cash acquired on acquisition of Ver se Innovation Private Limited - 4.62
Cash acquired on acquisition of Vox Mobili S.A. - 27.80
Cash acquired on acquisition of Telisma S.A. 69.31
Cash and cash equivalents (Closing Balance) 2,855.11 1,458.84
1,326.96 1,214.81
Notes :
1. The above Cash Flow Statement has been prepared under the “Indirect method” as set out in the Accounting Standard - 3- “Cash Flow Statement”.
2. Cash and Cash Equivalent include deposits of Rs. 11.09 Million (March 31, 2008: Rs.264.49 Million) the use of which was restricted.
3. Cash and Cash Equivalent include unrealised foreign exchange gain of Rs. 4.47 Million (March 31, 2008- Loss of Rs.0.01 Million).

As per our report of even date attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells
Chartered Accountants

V. Srikumar Arvind Rao Rajesh Moorti

Partner Chief Executive Officer and Chief Financial Officer
Managing Director
Chandramouli J D Srikiran
Director Company Secretary
Place: Mumbai Place: Mumbai
Date: April 30, 2009 Date: April 30, 2009

90
 Schedules to the Consolidated Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
1. SHARE CAPITAL
Authorised:
74,500,000 ( at March 31, 2008 – 74,500,000) Equity Shares of Rs.10/- each 745.00 745.00
500,000 ( at March 31, 2008 – 500,000) Preference Shares of Rs.10/- each 5.00 5.00
750.00 750.00

Issued, Subscribed and Paid-up:

57,833,319 ( at March 31, 2008 – 57,406,139) Equity Shares of Rs.10/- each
fully paid up. 578.33 574.06

578.33 574.06
Notes:
1) 25,403,867 ( at March 31, 2008 – 25,403,867) Equity Shares are held by the erstwhile Holding Company OnMobile Systems Inc., USA (formerly Onscan Inc.,USA).
2) During the year ended March 31, 2008:
- 567,749 Equity shares were issued to erstwhile shareholders of ITfinity Solutions Private Limited at the time of amalgamation (inclusive of 524,076 bonus shares).
- the Company made a bonus issue in the ratio of 12 : 1 to the shareholders by capitalisation of Capital Redemption Reserve and Securities Premium account.
- 423,722 Equity Shares have been issued to the promoters and employees of Vox Mobili S.A., France as a part of Purchase consideration for its acquisition [inclusive of
391,128 bonus shares].
3) Preference shares issued during 2006-07 with rights to dividend ranking pari passu with the equity shares being convertible at any time on or before the occurrence of the
Initial Public Offer (IPO) or on liquidity event as defined in the investors agreement, have been partly redeemed and the balance converted into equity shares of Rs 10/- each
fully paid up during the year ended March 31, 2008.
4) On February 19, 2008 the Company allotted 8,613,356 equity shares of Rs 10/- each under an Initial Public Offer (IPO).
In Rs. Million
As at March 31, 2009 As at March 31, 2008
2. RESERVES AND SURPLUS
Securities Premium account
Opening Balance 4,185.43 1,230.06
Add: Received during the year 8.28 4,042.94
Less: Utilised towards Share issue expenses 8.44 245.80
Less: Goodwill on Amalgamation Adjusted - 358.52
Less: Redemption of Preference Shares - 32.95
Less: Utilised towards bonus issue 3.62 4,181.65 450.30 4,185.43

Capital Redemption Reserve

Opening Balance - -
Add: Additions during the year - 0.09
Less: Utilised towards bonus issue - - 0.09 -

Foreign Currency Translation Reserve 50.72 23.22

Profit and Loss Account 2,178.80 1,326.83

6,411.17 5,535.48

In Rs. Million
As at March 31, 2009 As at March 31, 2008
3. SECURED LOANS
From other than banks
Finance Lease obligation* 42.73 -
42.73 -
Note:
*Secured by underlying assets acquired under finance lease.
Includes repayable within one year Rs. 17.48 Million(at March 31,2008-Rs.Nil)

In Rs. Million
As at March 31, 2009 As at March 31, 2008
4. UNSECURED LOANS
Loan from others 3.39 -
Book Overdraft 0.27 -
3.66 -

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 ONMOBILE GLOBAL LIMITED
5. CONSOLIDATED FIXED ASSETS In Rs. Million
Gross Block Accumulated Depreciation Net Block
As At Adjustment on As At As At Adjustment on As At As At As At
Additions Deletions Additions Adjustments Deletions
April 1, 2008 acquisition March 31, 2009 April 1, 2008 acquisition March 31, 2009 March 31, 2009 March 31, 2008

Tangible Assets:

Leasehold improvements 34.46 - 0.68 - 35.14 3.40 - 6.97 - - 10.37 24.77 31.06
Building 105.22 - 1.52 - 106.74 1.15 - 1.75 - - 2.90 103.84 104.07
Office Equipment 3.91 1.19 2.49 - 7.59 2.52 0.51 0.45 - - 3.48 4.11 1.39
Computer and Electronic equipment 966.20 30.56 449.82 5.37 1,441.21 380.48 28.14 365.22 - 1.69 772.15 669.06 585.72
Furniture & Fixtures 13.21 4.63 1.35 - 19.19 2.52 3.79 4.63 - - 10.94 8.25 10.69
Motor Cars 11.37 - 2.38 - 13.75 4.08 - 3.43 - - 7.51 6.24 7.29
Computer and Electronic Equipment
- - 48.21 - 48.21 - - 3.99 - - 3.99 44.22 -
under finance lease
Total Tangible Assets 1,134.37 36.38 506.45 5.37 1,671.83 394.15 32.44 386.44 - 1.69 811.34 860.49 740.22
Intangible Assets:
Software 200.56 567.71 53.05 - 821.32 145.72 550.53 50.86 - - 747.11 74.21 54.84
Intangible Assets 0.28 - - - 0.28 - - - - - - 0.28 0.28
Intellectual Property - - 42.90 - 42.90 - - 2.38 - - 2.38 40.52 -

92
Total Intangible Assets 200.84 567.71 95.95 - 864.50 145.72 550.53 53.24 - - 749.49 115.01 55.12
Grand Total 1,335.21 604.09 602.40 5.37 2,536.33 539.87 582.97 439.68 - 1.69 1,560.83 975.50 795.34
Previous year 580.65 11.30 767.20 23.94 1,335.21 288.45 7.39 255.64 0.78 12.39 539.87 795.34
Note:
Fixed Asset do not include assets aggregating to Rs. 27.05 Million (at March 31, 2008 – Rs. 27.05 Million) received on loan basis from the erstwhile Holding company.
Schedules to the Consolidated Balance Sheet
 Schedules to the Consolidated Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
6. INVESTMENTS
Current Investments
Mutual Funds and other short term investments 86.70 3,193.70
86.70 3,193.70

In Rs. Million
As at March 31, 2009 As at March 31, 2008
7. SUNDRY DEBTORS (Unsecured)
Debts outstanding for a period exceeding six months:
Considered good 61.02 196.22
Considered doubtful 29.76 34.75
Other debts:
Considered good 780.66 474.85
Considered doubtful 15.95 18.63
Unbilled Revenue 603.55 318.66
1,490.94 1,043.11
Less: Provision for Doubtful Debts 45.71 53.39
1,445.23 989.72

In Rs. Million
As at March 31, 2009 As at March 31, 2008
8. CASH AND BANK BALANCES
Cash on hand 0.17 0.23
Cheques on hand - 0.09
Balance with Banks:
- In Current Accounts 372.09 1,444.53
- In Deposits Accounts 2,482.85 13.99
2,855.11 1,458.84

In Rs. Million
As at March 31, 2009 As at March 31, 2008
9. OTHER CURRENT ASSETS
Accrued Dividend - 12.54
Accrued Interest 22.38 -
22.38 12.54

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 Schedules to the Consolidated Balance Sheet

ONMOBILE GLOBAL LIMITED

In Rs. Million
As at March 31, 2009 As at March 31, 2008
10. LOANS AND ADVANCES (Unsecured, Considered good)
Advances recoverable in cash or in kind or for value to be received
Advances to employees 20.65 30.08
Advances to vendors 94.26 10.90
Prepaid Expenses 25.07 23.52
Others 89.20 229.18 26.30 90.80
Deposits
Rental Deposits 123.39 92.54
Deposits with body corporates 25.70 29.11
Deposits with Statutory authorities 205.40 354.49 33.41 155.06
Advance Income tax and Tax deducted at source 1,101.35 701.49
Advance Fringe Benefit Tax (Net of provisions) 0.69 -
1,685.71 947.35
Notes:
1) Advances to employees include Rs. 0.45 Million (at March 31, 2008 Rs. 0.85 Million) as travel advance to directors
2) Deposits with statutory authorities include Rs.169.62 Million to VAT Authorities under direction of the Honorable High Court of Karnataka.

In Rs. Million
As at March 31, 2009 As at March 31, 2008
11. CURRENT LIA BILITIES
Sundry Creditors
- for capital items- due to erstwhile Holding company 85.33 66.82
- for capital items- due to others 89.23 37.46
- for expenses- due to Others 670.62 845.18 543.23 647.51
Due to erstwhile Holding company - 940.20
Share Application money (Refer Note B (2) of Schedule 18) 0.45 3.80
Deferred revenue 60.80 11.66
Other liabilities 115.62 135.96
1,022.05 1,739.13
Note:
Sundry Creditors include due to a Company in which a director is interested Rs.4.25 Million (at March 31, 2008- Rs.0.77 Million). Maximum balance outstanding during the year
Rs.4.25 Million (Previous year- Rs.0.77 Million).

In Rs. Million
As at March 31, 2009 As at March 31, 2008
12. PROVISIONS
Income Tax 849.34 594.14
Fringe Benefit Tax (Net) - 0.18
Employee Benefits 99.53 49.93
Other Provisions 47.10 77.20
995.97 721.45
Notes:
Fringe Benefit Tax paid at March 31, 2008- Rs.20.47 Million

94
Schedules to the Consolidated Profit and Loss Account

ONMOBILE GLOBAL LIMITED

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
13. COST OF SALES AND SERVICES
Content fee and royalty 513.18 231.78
Cost of hardware and software development charges 264.25 164.74
777.43 396.52

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
14. MANPOwER COST
Salaries, wages and bonus 990.33 528.75
Contribution to Provident fund and other funds 181.53 87.88
Workmen and staff welfare expenses 18.84 19.01
Employee Insurance 12.89 5.76
1,203.59 641.40

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
15. ADMINISTRATION AND OTHER EXPENSES
Power and Fuel 18.89 12.29
Rent 131.24 79.28
Insurance 1.44 0.37
Repairs
- Buildings 0.61 -
- Machinery 9.47 -
- Others 6.76 6.48
Office maintenance 39.25 27.38
Rates and taxes 22.65 7.38
Printing and stationery 5.02 3.26
Postage, courier and octroi 4.32 3.58
Communication charges 90.17 56.67
Training and Recruitment expenses 30.67 19.78
Travelling and conveyance 149.01 90.18
Legal, professional and consultancy charges 118.10 69.88
Commission to Non Whole time directors 4.79 5.00
Remuneration to Auditors 12.63 7.89
Marketing expenses 54.22 41.83
Provision for Doubtful Debts 43.63 53.39
Brokerage and Commission 12.42 6.52
Bank charges 6.63 5.58
Loss on Sale of Assets - 1.57
Loss on Redemption of investments 12.34 -
Exchange loss 19.78 31.77
Miscellaneous expenses 7.24 1.81
801.28 531.89

95
 Schedules to the Consolidated Profit and Loss Account

ONMOBILE GLOBAL LIMITED

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
16. OTHER INCOME
Interest
- Banks
99.62 9.75
[Gross, Tax deducted at source Rs.17.52 Million (As at March 31, 2008: Rs.1.62 Million)]
- From Others 0.72 -
Dividend on investment 133.18 56.72
Profit / (loss) on redemption of investments 0.49 0.14
Credit balances written back 5.34 -
Provisions written back 0.04 2.47
Profit on Sale of Fixed Assets (Net) 3.45 -
Exchange Gain - 1.47
Other Income 67.25 4.14
310.09 74.69

In Rs. Million
For the year ended For the year ended
March 31, 2009 March 31, 2008
17. FINANCE CHARGES
Interest on Finance lease 0.03 -
Others 0.52 17.09
0.55 17.09

96
 Schedules to the Consolidated Financial Statement

ONMOBILE GLOBAL LIMITED

18. SIGNIFICANT ACCOUNTING POLICIES AND The consolidation for the year includes figures of OnMobile Europe
NOTES ON ACCOUNTS B.V. formed during the year and of Telisma S.A. acquired during the
year. Hence previous year figures are not comparable.
A. SIGNIFICANT ACCOUNTING POLICIES Losses incurred by Ver se Innovation Private Ltd over the minority
1. Basis of preparation of financial statements shareholders paid up capital has been absorbed by the Company.

The Consolidated Financial statements relate to OnMobile Global
Limited (the Company) and its subsidiaries.
The Consolidated financial statements are prepared under the
historical cost convention, on the accrual basis of accounting, in
3. Use of Estimates
accordance with Indian Generally Accepted Accounting Principles
(“GAAP”). GAAP comprises mandatory Accounting Standards
prescribed by the Company Accounting Standards Rules, 2006.
The Management evaluates all recently issued or revised Accounting
Standards on an ongoing basis.
2. Principles of consolidation
The financial statements of the Company and its subsidiaries after
making adjustments for uniform accounting policies have been
combined on a line by line basis by adding together like items of
assets, liabilities, income and expense. The intra-group balances and
intra-group transactions are eliminated.
Pursuant to a group restructuring plan during the year the Company
has transferred the shareholdings in its wholly owned subsidiaries
Vox mobili S.A.and Telisma S.A. to a newly formed wholly owned
subsidiary OnMobile Europe B.V.
The preparation of the financial statements in conformity with GAAP
requires that the management makes estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure
of contingent liabilities as at the date of the financial statements and
the reported amounts of revenue and expenses during the reported
period. Examples of such estimates includes provision for doubtful
debts, future obligations under employee benefit plans, income taxes
and the useful lives of fixed assets. Contingencies are recorded when
it is probable that a liability will be incurred, and the amount can
be reliably estimated. When no reliable estimate can be made, a
disclosure is made as contingent liability. Actual results could differ
from those estimates.

The excess of cost to the Company of its investments in the subsidiary 4 Revenue Recognition
over it’s share of the equity of the subsidiary, at the date on which the Revenue from Telecom Value Added Services including royalty income,
investments in the subsidiary company was made, is recognized as net of customer credits, is recognized on provision of services in terms
‘goodwill’ being an asset in the consolidated financial statements. of revenue sharing arrangements with the telecom operators.
The following entities are considered in the consolidated financial Revenue from sale of user licences for software applications is
statements. recognized when the applications are functionally installed at the
customer’s location as per the terms of the contracts
Sl. Name of entity Country of % of % of
No. Incorporation Ownership Ownership Revenue from Other Services including maintenance services is
held as on held as on
recognized proportionately over the period during which the services
March 31, March 31,
2009 2008 are rendered as per the terms of contract.
1 OnMobile Australia Australia 100 100
Pty. Ltd.
Dividend on current investment is recognized on an accrual basis.
2 OnMobile Singapore Profit on sale of investments is recorded on transfer of title from the
Pte. Ltd. Singapore 100 100 Company and is determined as the difference between the sale price
3 Phonetize Solutions and the then carrying value of the investment.
Private Limited India 99.99 99.99
4 PT OnMobile Indonesia Indonesia 100 100 Interest Income is recognised on an accrual basis.
5 Vox mobili S.A. France 100 100
5. Fixed assets
6 Vox mobili Inc. USA 100 100
7 Ver se Innovation Fixed assets are stated at cost of acquisition including taxes, duties,
Private Ltd. India 51 51
freight and other incidental expenses relating to acquisition and
8 Telisma S.A. France 100 -
installation. Capital work in progress is stated at cost and includes
(w. e. f. July 01, 2008)
9 OnMobile Europe B.V. Netherlands 100 - advances paid to acquire fixed assets and the cost of fixed assets that
(w. e. f. July 23, 2008) are not ready for their intended use at the Balance Sheet date.

97
 Schedules to the Consolidated Financial Statement

6. Depreciation relationship came into existence is taken. Exchange differences

Depreciation on assets is provided on a monthly basis using the
straight-line method based on useful/commercial lives of these
assets as estimated by the Management.
The useful/commercial lives for the Group Companies are as
follows:
arising out of these transactions are included under Exchange Loss/
Gain and charged to the Profit and Loss account in case of “Integral
operations”. However in case of non-integral operations, these
exchange differences are included in ‘Foreign Currency Translation
Reserve’ shown under Reserves and Surplus.
9. Employee Benefits

Category of Asset No. of years a) Short term employee benefits including salaries, social security
Leasehold Improvements Primary lease period contributions, short term compensated absences (such as
Finance Lease Assets Primary lease period paid annual leave) where the absences are expected to occur
Building 61 years within twelve months after the end of the period in which the
Intellectual Property 3 years employees render the related employee service, profit sharing
Office equipment 3 to 10 years and bonuses payable within twelve months after the end of
Furniture & Fixtures 3 to 10 years
the period in which the employees render the related services
Computers & Electronic equipment 3 to 5 years
and non monetary benefits (such as medical care) for current
Computer Software 1 to 3 years
employees are estimated and measured on an undiscounted
Motor Car 3 to 5 years
basis.
Individual assets costing less than Rs.5,000/- are depreciated in full in
b) Defined Contribution Plan:
the year of purchase. The depreciation rates adopted are the same as
or higher than the rates specified in Schedule XIV of the Companies Company’s contributions paid / payable during the year to
Act, 1956. Provident Fund are recognised in the Profit and Loss Account

7. Investments c) Defined Benefit Plan:

Liabilities for gratuity funded in terms of a scheme administered

Short term investments are stated at lower of cost and market value
Long term investments are stated at cost. Provision is made for any
diminution in value of long term investment which is other than that
of a temporary in nature.
by the Life Insurance Corporation of India, are determined by
Actuarial Valuation made at the end of each financial year.
Provision for liabilities pending remittance to the fund is carried
in the Balance Sheet.

8. Foreign currency transactions
Transactions in foreign currencies are translated at the exchange
rate prevailing on the date of the transaction. Monetary assets and
Monetary liabilities denominated in foreign currencies are translated
at the exchange rate prevalent at the date of the Balance sheet.
Exchange differences arising on foreign currency translations are
recognized as income or expense in the year in which they arise
except in the case of non-integral operations where these translations
are included in ‘Foreign Currency Translation Reserve’ shown under
Reserves and Surplus.
On consolidation, assets and liabilities (other than non-monetary
10. Employee Stock Option Plan
items) are translated at the exchange rate prevailing on the balance
sheet date. Non-monetary items are carried at historical cost.
Revenue and expenses are translated at yearly average exchange
rates prevailing during the year in case the holding subsidiary
relationship was in existence on the first day of the fiscal year. In
case of subsidiaries formed or acquired during the year, the average
exchange rate prevailing during the period since the holding subsidiary
Actuarial gains and losses are recognized immediately in the
statement of Profit and Loss Account as income or expense.
Obligation is measured at the present value of estimated future
cash flows using a discounted rate that is determined by reference
to market yields at the Balance Sheet date on Government bonds
where the currency and terms of the Government bonds are
consistent with the currency and estimated terms of the defined
benefit obligation.
d) Long term liability for Leave Encashment is provided based on
actuarial valuation of the accumulated leave credit outstanding
to the employees as on the Balance Sheet date.
The Company has formulated 9 Employee Stock Option Plans
(“ESOP”) - OnMobile Employees Stock Option Plan – I 2003, OnMobile
Employees Stock Option Plan – II 2003, OnMobile Employees Stock
Option Plan – III 2006, OnMobile Employees Stock Option Plan – I
2007, OnMobile Employees Stock Option Plan – II 2007 , OnMobile
Employees Stock Option Plan – I 2008, OnMobile Employees Stock

98
 Schedules to the Consolidated Financial Statement
Option Plan – II 2008, OnMobile Employees Stock Option Plan – III
2008 and OnMobile Employees Stock Option Plan – IV 2008 .
The Company has obtained legal opinion that the guidance note on
Accounting for Employees Share based payments are not applicable
to OnMobile Employee Stock Option Plan – I 2003 and II 2003.
Options granted in terms of OnMobile Employee Stock Option Plan –
III 2006, OnMobile Employees Stock Option Plan – I 2007 , OnMobile
Employees Stock Option Plan – II 2007, OnMobile Employees
Stock Option Plan – I 2008, OnMobile Employees Stock Option
Plan – II 2008, OnMobile Employees Stock Option Plan – III 2008
and OnMobile Employees Stock Option Plan – IV 2008 to which the
said guidance note is applicable, are accounted under intrinsic value
method and accordingly, the difference between the fair value of the
underlying shares and the exercise price, if any, is expensed to profit
and loss account over the period of vesting.
11. Leases
Assets taken on lease where the company acquires substantially the
entire risks and rewards incidental to ownership are classified as
finance leases. The amount recorded is the lower of the present value
of minimum lease rental and other incidental expenses during the
lease term or the fair value of the assets taken on lease. The rental
obligations, net of interest charges, are reflected as secured loan.
Leases that do not transfer substantially all the risks and rewards
of ownership are classified as operating leases and lease rentals are
expensed to Profit & Loss account on accrual basis.
12. Borrowing Cost
Borrowing costs incurred for the acquisition of qualifying assets are
recognised as part of cost of such assets when it is possible that they
will result in future economic benefits to the company while other
borrowing costs are expensed.
13. Income Tax
Income tax expense includes Indian and International income taxes.
Income tax comprises of the current tax provision, net change in
deferred tax asset or liability in the year and fringe benefit tax.
Provision for current tax is made taking into account the admissible
deductions/allowances and is subject to revision based on the taxable
income for the fiscal year ending March 31 each year.
Deferred tax assets and liabilities are recognized for the future tax
consequences of temporary differences between carrying values
of the assets and liabilities and their respective tax bases and are
measured using enacted tax rates applicable on the Balance Sheet
date. Deferred Tax assets are recognized subject to Management’s
judgement that realization is reasonably/virtually certain. Vox mobili
S.A. has a special tax credit on Research and Development costs
99
in accordance with the French fiscal rules. This tax credit is mainly
calculated based on the social costs of the Research and Development
staff.
The effect of changes in tax rates on deferred tax assets and liabilities
is recognized in the income statement in the year of enactment of
change.
Fringe benefit tax is provided as per provisions of the Income Tax Act
1961.
Fringe Benefit tax on stock options exercised during the year is being
recovered from the beneficiaries and not charged to the Profit and
Loss Account.
Research tax rebate:-
In accordance with French fiscal rules, the subsidiaries Vox mobili
S.A.and Telisma S.A., is entitled to special tax rebate/refund calculated
based on the social costs of the Research and Development staff.
Such tax rebate is recognized as other income on accrual basis.
14. Cash flow Statement
Cash Flow Statement has been prepared in accordance with the
Indirect method prescribed in Accounting Standard 3- “Cash flow
statements ”. The cash flows from operating, investing and financing
activities of the Company are segregated.
15. Impairment of Assets
The carrying amounts of assets are reviewed at each Balance Sheet
date if there is any indication of impairment based on internal /
external factors. An asset is treated as impaired when the carrying
cost of assets exceeds its recoverable amount. An impairment loss
is charged to Profit and Loss Account in the year in which an asset
is identified as impaired. The recoverable amount is greater of the
asset’s net selling price and value in use. In assessing value in use,
the estimated future cash flows are discounted to the present value.
A previously recognized impairment loss is further provided or
reversed depending on changes in circumstances.
16. Earnings per Share
In determining the Earnings per share, the Company considers the
net profit after tax. The number of shares used in computing Basic
Earnings per share is the weighted average number of equity shares
outstanding during the year. The number of shares used in computing
Diluted Earnings per share comprises the weighted average number
of equity shares considered for deriving Basic Earnings per share
and also the weighted average number of equity shares that could
have been issued on the conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted as of
the beginning of the year unless issued at a later date.
 Schedules to the Consolidated Financial Statement

17. Provisions and Contingencies 4. Acquisition of Telisma S.A.

Provision is recognized when an enterprise has a present obligation During the year the Company has vide resolution of the Board of
as a result of past event; it is probable that an outflow of resources Directors dated April 30, 2008 and the share purchase agreement
will be required to settle the obligation, in respect of which a reliable signed by and between the Company and the shareholders of Telisma
estimate can be made. Provisions are not discounted to its present S.A. (“Telisma”) on May 13, 2008 and the Founder’s agreement
value and are determined based on best estimate required to settle signed by and between the Company and the Founders of Telisma
the obligation at the Balance Sheet date. These are reviewed at each on May 13, 2008 acquired 203,445,874 shares of Telisma on July 1,
Balance Sheet date and adjusted to reflect current best estimates. 2008 for a total consideration of Euros 11.78 Million (aggregating to
Rs. 801.29 Million including Rs. 3.69 Million of taxes payable towards
B. NOTES ON ACCOUNTS transfer of shares) payable under the share purchase agreement as
below:
1. Utilization of Proceeds from Initial Public Offer (IPO)
a. Euros 10.78 Million in Cash
The actual utilization of the proceeds of the Initial Public Offer during
2007-08 issue of Rs. 3,544.54 Million net of share issue expenses is b. Euros 0.64 Million (converted into a Rupee liability of
as under: Rs. 42.64 Million) in form of equity shares subsequent to an earn
In Rs. Million out valuation adjustment as mentioned in the share purchase
Total cost to be agreement, payable to the founders of Telisma and
financed from Actual utilization
Sl.
Expenditure Items Net Proceeds ( as upto c. Euros 0.36 Million in form of equity shares subsequent to an earn
No.
disclosed in the March 31, 2009 out valuation adjustment as mentioned in the share purchase
prospectus)
agreement, payable to the Minority vendors of Telisma.
1 Purchase of equipment for
offices at Bangalore, Mumbai
1,805.21 562.39
Accordingly, the Company has paid Euros 10.78 Million of
and Delhi and various which Euros 0.90 Million are paid into an escrow account which
customer sites
2 Working capital requirements 50.00 50.00
would be released to the founders at the end of 24 months on
3 Repayment of loan 350.00 350.00 satisfaction of certain conditions. The balance consideration of
4 General corporate purposes 1,339.33 1,050.01 Rs. 66.93 Million is included in the deferred payment liability in
Total 3,544.54 2,012.40 the Balance Sheet.

The unutilised funds as at March 31, 2009 have been temporarily
invested in Fixed Deposits with banks.
2. Share application money represents unencashed refund instruments
issued to the investors. This does not include any amount, due and
outstanding, to be credited to the Investor Education and Protection
Fund as per the provisions of the Companies Act, 1956.
5. Investment in OnMobile Europe B.V.
During the year the Company has vide resolution of the Board of
Directors dated April 30, 2008 incorporated OnMobile Europe B.V.,
Netherlands, a Wholly owned Subsidiary with an investment of Rs.
1.21 Million ( Euros 0.02 Million) towards 18,000 equity shares.
6. Additional Investment in Ver se Innovation Private Limited

3. Contingent liabilities and Commitments
a. The Company has been named as one of the 20 defendants in
a civil dispute for injunction pending adjudication. However, in
the opinion of the management no liability would arise in this
regard.
b. Disputed Value Added Tax Rs. 339.24 Million (Previous year:
Rs. Nil ).
7. During the year, OnMobile Australia Pty. Ltd. has gone into voluntary
c. Claims against the Company not acknowledged as debts is
Rs. 10.00 Million (Previous year: Rs. Nil ).
d. Estimated amount of contracts (net of advances) remaining to
be executed on capital account and not provided for is Rs. 73.44
Million (Previous year: Rs. 82.64 Million).
During the year the Company made an additional investment of
Rs. 33.00 Million vide resolution of the Board of Directors dated
October 31, 2008, pursuant to a capital commitment made of
Rs. 66.00 Million by way of equity (including warrants) or any debt
instrument including optionally convertible preference shares, term
loans or any other such instrument or arrangement as may be agreed
by and between the parties as per the terms and conditions of the
subscription cum shareholder’s agreement.
administration. Rodgers Reidy Chartered Accountants of Sydney,
Australia were appointed as the liquidator/administrator with
effect from September 9, 2008. OnMobile Australia Pty Limited will
therefore continue under administration and be deregistered in due
course.

100
 Schedules to the Consolidated Financial Statement

8. Deferred Payment liability also includes: for the initial public offer which was considered as a share issue expense
a. Euros 0.50 Million (Rs. 33.74 Million) being balance consideration and set off against the balance available in Securities Premium account.
outstanding at the year end relating to acquisition of Vox mobili The Company avails input credit for Service Tax and hence no Service
S.A. during 2007-08 and Tax expense was accrued during the year.
b. Rs. 27.90 Million being balance consideration payable over
one year outstanding at the year end relating to acquisition of b. Remuneration to the Auditors of the Subsidiaries:
Intellectual Property Rights. In Rs. Million
For the year ended For the year ended
9. Auditors Remuneration Particulars
March 31, 2009 March 31, 2008
a. Remuneration to the Auditors of the Company: Audit fees 7.70 5.59
In Rs. Million Payment for other services 0.02 -
For the year ended For the year ended Out of pocket expenses - -
Particulars
March 31, 2009 March 31, 2008 Total 7.72 5.59
Statutory Audit Fees 1.70 1.70
Tax Audit Fees 0.20 0.20
10. Remuneration to Directors
Other attest services 1.50 0.30
Taxation matters 1.50 0.10 Remuneration paid to a Director of Ver se in terms of the appointment
Out of pocket expenses - - is in excess of the limits specified in Schedule XIII to the Companies
Total 4.90 2.30 Act, 1956 by Rs. 1.93 Millions. The Company’s application for the
The above remuneration for the year ended March 31, 2008 does not payment of remuneration in excess of the limits specified in Schedule
include Rs.4.49 Million (including service tax) towards services rendered XIII is pending approval of the Central Government.

11. Details of purchase and sale of investments during the year

Purchased Sold (at cost)
Name of the fund No. of Shares / Amount No. of Shares / Amount
Units (In Rs. Million) Units (In Rs. Million)
Short Term Investments
ABN AMRO Interval Fund Quartely Plan H Interval Div - Red 789,043 7.89 40,789,043 407.89
ABN AMRO Interval Fund Quartely Plan H Quarterly Div-Red -NFO switch 41,522,157 415.23 41,522,157 415.23
AIG Short Term Fund Institutional Daily Dividend 79,981 80.05 79,981 80.05
AIG Short Term Fund Institutional Weekly Dividend 150,570 150.77 150,570 150.77
Birla Sun Life Liquid Plus - Instl. - Daily Dividend -Reinvestment 10,112,681 101.20 15,233,197 152.44
Birla Sunlife Qtrl Interval Fund Series 9 - Dividend Payout 15,000,000 150.00 40,000,000 400.00
BSL Interval Income-Retail-Monthly - Series 2-Dividend -Payout 35,106,084 351.06 35,106,084 351.06
BSL Quarterly Interval-Series 1-Dividend -Payout - - 10,023,681 100.30
Canara Robeco Interval Series 2 - Quarterly Plan 2 - Inst Dividend Fund 25,583,931 255.84 25,583,931 255.84
DWS Quarterly Interval Fund-Series 1 - Dividend Plan 396,443 3.96 10,396,443 103.96
Fidelity Liquid Plus (Institutional) - Dividend 10,118,856 101.21 15,130,176 151.32
Templeton Qtrly Interval Plan- Plan B (Institutional) - Dividend Payout 30,601,943 306.60 55,576,219 556.60
HDFC FMP 90D August 2008 (IX) (2) - Wholesale Plan Dividend , Option :
50,000,000 500.00 50,000,000 500.00
Payout
HDFC FMP 90D January 2008 (VI) - Wholesale Plan Dividend , Option :
50,000,000 500.00 100,000,000 1,000.00
Payout
ICICI Prudential Flexible Income planPremium - Daily Dividend 235,981 2.50 14,441,807 152.70
ICICI Prudential Interval Fund II Quarterly Interval Plan E- Retail Dividend 1,166,011 11.66 30,352,535 303.53
IDFC Liquid Fund - Daily Dividend 49,998 50.01 49,998 50.01
IDFC Liquid Plus fund - Treasury plan - Inst Plan B-Daily Div 5,965,555 60.07 5,965,555 60.07
IDFC Money Manager Fund - Investment Plan - Inst Plan B-Daily Div. 15,307,915 153.16 15,307,915 153.16
ING Fixed Maturity Fund-42 Institutional Dividend - - 30,010,048 300.10
Birla Sunlife Liquid Plus - Institutional Daily Dividend 41,734,735 417.49 44,737,046 447.52
JM High Liquidity Fund - Super Institutional Plan - Daily Dividend (92) 5,491,991 55.01 5,491,991 55.01
JM Interval Fund - Quarterly Plan 1 - Institutional Dividend Plan 9,212,238 92.12 9,212,238 92.12
JM Money Manager Fund Super Plus Plan - Daily Dividend (171) 15,596,390 156.03 15,596,390 156.03
JP Morgan India Liquid fund - Super inst . Daily div plan - reinvest 25,291,350 253.14 30,292,163 303.19
JPMORGAN India Liquid Fund-Super Inst Daily Dividend Plan.-Reinvest 19,987,760 200.04 19,987,760 200.04
Kotak Quarterly Interval Plan Series 3 - Dividend 15,333,945 153.34 15,333,945 153.34
Lotus India Liquid fund Institutional daily dividend 4,499,420 45.01 4,499,420 45.01
Lotus India Liquid Plus fund -Institutional daily dividend 8,591,961 0.56 8,591,961 0.56
Lotus India Quarterly Interval Fund - Plan A - Dividend 20,440,848 204.52 20,440,848 204.52

101
 Schedules to the Consolidated Financial Statement

Purchased Sold (at cost)

Name of the fund No. of Shares / Amount No. of Shares / Amount
Units (In Rs. Million) Units (In Rs. Million)
Mirae Asset liquid Fund- (Institutional)- Dividend Plan 469,654 470.31 519,732 520.46
Principal Floating Rate Fund FMP-Insti. Option - Dividend Reinvestment
10,136,862 101.44 15,135,964 151.50
Daily
Reliance Monthly Interval Fund - Series II Institutional Dividend Plan. 10,056,248 100.61 10,056,248 100.61
Standard Chartered Fixed Maturity Plan- Quarterly Series 25- Dividend 110,751 1.11 10,197,325 101.97
TATA Dynamic Bond Fund Option B - Dividend 49,099,638 503.51 66,101,676 676.38
Templeton India Treasury Management account Institutional Plan - Daily
39,985 40.01 39,985 40.01
Dividend Reinvestment
Templeton India Treasury Management Account Super Institutional Plan -
100,190 100.26 100,190 100.26
Daily Dividend Reinvestment
Templeton India Ultra Short Bond Fund Institutional Plan - Daily Dividend
4,023,550 40.31 4,023,550 40.31
Reinvestment
Templeton India Ultra Short Bond Fund Super Institutional Plan - Daily
25,027,411 250.74 25,027,411 250.75
Dividend Reinvestment
TATA Fixed Income Portfolio Fund Scheme A3 Institutional M - - 24,988,505 250.00
UTI Liquid Plus fund 100,613 100.63 100,613 100.64
Tata Floater Fund – Daily Dividend 2,928 0.03 260,862 2.62
Kotak Quarterly Interest Plan - - 649,753 6.50
Kotak Liquid (Regular) – Weekly Dividend 649,793 6.52 649,793 6.52
SICAV 3M – Sogemonplus 60 92.52 35 52.07
Sogemoneval 392 155.08 339 132.46
BMTN 3 43.86 3 63.79
Etoile Moné Euribor 1 7.26 1 7.26
Etoile Eonia 5 34.06 4 27.25
558,185,873 6,826.73 867,755,093 9,933.73

12. Employee Benefits Change in Present Value of Obligation:

In Rs. Million
I. Defined Contribution Plans Particulars As at March 31, 2009 As at March 31, 2008
Present Value of Obligation 10.85 4.92
During the year the Company has recognized the following amount
Current Service Cost 14.21 2.30
in the Profit and Loss Account: Interest on Defined Benefit
In Rs. Million 0.74 0.38
Obligation
For the year ended For the year ended Benefits Paid (0.66) -
Particulars
March 31, 2009 March 31, 2008 Net Actuarial Losses / (Gains)
1.20 3.25
Employer's Contribution to Recognized in Year
31.61 23.25 Past Service Cost - -
Provident Fund*
Losses / (Gains) on
*Included in Contribution to Provident and other funds (Refer “Curtailments and - -
Schedule 14) Settlements”
Closing Present Value of
26.34 10.85
II. Defined Benefit Plans Obligations
Change in the Fair Value of Assets:
Gratuity
In Rs. Million
In accordance with Accounting Standard 15 (Revised 2005) -
Particulars As at March 31, 2009 As at March 31, 2008
“Employee Benefits”, actuarial valuation as on March 31, 2009
Opening Fair Value of Plan
was done in respect of the aforesaid defined benefit plan of 7.24 1.82
Assets
Gratuity based on the following assumptions: Expected Return on Plan Assets 0.54 0.17
Actuarial Gains / (Losses) - 0.16
Particulars For the year ended For the year ended Assets Distributed on
March 31, 2009 March 31, 2008 - -
Settlements
Discount Rate 7% p.a. 8.25% p.a. Contributions by Employer - 5.09
Expected Rate of Return on 8% p.a 7.50% p.a. Assets Acquired due to
- -
Plan Assets Acquisition
Salary Escalation Rate 10% p.a. for first 6 10% p.a. for first 4 Exchange Difference on Foreign
- -
years and 7% p.a years and 7% p.a Plans
thereafter thereafter Benefits Paid (0.66) -
Closing Fair Value of Plan
The estimates of rate of escalation in salary considered in actuarial 7.12 7.24
Assets
valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the Details of investment composition of Plan Assets has not been
employment market. provided by the Fund mangers and hence not given.

102
 Schedules to the Consolidated Financial Statement

Reconciliation of Present Value of Defined Benefit Obligation and employment benefits for its qualifying employees. The actuarial
the Fair Value of Plan Assets: valuation was done based on the following assumptions:
In Rs. Million
For the year ended For the year ended
Particulars As at March 31, 2009 As at March 31, 2008 Particulars
March 31, 2009 March 31, 2008
Closing Present Value of Funded Discount Rate 11% p.a. -
26.34 10.86
Obligations Salary Escalation Rate 10% p.a. -
Closing Fair Value of Plan Assets (7.12) (7.24)
Closing Funded Status - - Expenses recognized in the Profit and Loss Account:
Unrecognized Actuarial (Gains) / In Rs. Million
- -
Losses For the year ended For the year ended
Particulars
Unfunded Net Asset / (Liability) March 31, 2009 March 31, 2008
19.22 3.62
recognised in Balance Sheet Current Service Cost 0.03 -
Interest Cost - -
Amount recognized in the Balance Sheet: Under provision in prior year 0.01 -
In Rs. Million Foreign Exchange Difference - -
Particulars As at March 31, 2009 As at March 31, 2008 Total Expenses to be recognized
0.04 -
Closing Present value of obligations 26.34 10.86 in the Profit and Loss Account
Closing Fair Value of Plan Assets (7.12) (7.24) Amount recognized in the Balance Sheet:
Liability Recognised in the Balance In Rs. Million
19.22 3.62
Sheet
Particulars As at March 31, 2009 As at March 31, 2008
Expenses recognized in the Profit and Loss Account: Present value of obligations 0.04 -
In Rs. Million Unrecognised actuarial loss - -
For the year ended For the year ended Liability Recognised in the
Particulars 0.04 -
March 31, 2009 March 31, 2008 Balance Sheet
Current Service Cost 14.21 2.30
13. Finance Lease
Past Service Cost - -
Interest Cost 0.74 0.38 The lease transactions of the Company represent lease of electronic
Expected Return on Plan Assets (0.55) (0.17) equipments on a non-cancellable basis.
Actuarial (Losses) / Gain 1.26 3.09 The minimum lease payments and their present value as at
Losses / (Gains) on “Curtailments March 31, 2009 under the various agreements are given below:
- -
and Settlements”
In Rs. Million
Excess Provision pertaining to
previous year adjusted in the current (2.97) - Present value of
Minimum
year Particulars Minimum Lease Future Interest
Lease Payments
Payments
Total Expenses to be recognized in
12.69 5.60 Amount repayable not
the Profit and Loss Account 17.48 1.54 19.02
later than 1 year
Amount repayable later
III. Other long term benefits than 1 year and not later 25.25 7.47 32.72
than 5 years
Leave Encashment Total 42.73 9.01 51.74
Cost of compensated absences expensed in the Profit and Loss
account: 14. Operating lease
In Rs. Million The Company is obligated under non-cancellable operating lease for
For the year ended For the year ended office space.
Particulars
March 31, 2009 March 31, 2008
Leave Encashment 15.60 26.12 Total rental expense and future lease payments under non-cancellable
During the previous year on adoption of the Accounting Standard- operating lease for office space are as follows:
15 (Revised 2005)-”Employee Benefits”, the transitional liability of In Rs. Million
Rs. 16.17 Million in respect of unutilised leave salary liability as on For the year ended For the year ended
April 01, 2007 was adjusted against opening balance of surplus Particulars
March 31, 2009 March 31, 2008
in Profit and Loss account, net of deferred tax adjustment of Rental expense charged to
98.04 71.15
Rs. 5.44 Million. Profit and Loss account
Future lease payments
Contribution for Post Employee Benefits Not later than 1 year 109.29 84.47
In accordance with PSAK 24 (Revision 2004) and Labour Law Later than 1 year and not later
239.90 253.26
no. 13/2003, PT OnMobile Indonesia has provided for post than 5 years

103
 Schedules to the Consolidated Financial Statement

15. Employee Stock Option Plans

Details of ESOP introduced to which the guidance note as issued by Institute of Chartered Accountants of India (ICAI) is applicable

Plan Board approval
OnMobile Employees Stock
Option Plan – I 2003
OnMobile Employees Stock
Option Plan – II 2003
Share holder's approval date
date
31-Oct-03 Extra Ordinary General Meeting
held on March 5, 2001, November
4-Dec-03 29, 2003 and December 30, 2003
Total options Terms of Vesting
appropriated
1,026,000 25% of such Options granted would vest at the end of twelve (12)
months from the date the Optionee becomes an employee of the
114,000
Company and the remaining 75% would vest at a rate of 1/36th per
month for the next thirty six (36) months from the first Vesting.

Number of options granted, exercised and forfeited during the year under the above plans are given below:
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008

Options granted outstanding at the beginning of the year 1,736,085 130,113

Granted during the year - 32,923

Exercised during the year 391,625 23,188
Forfeited during the year 148,213 6,303
Increase in Options consequent to issuance of bonus shares - 1,602,540
Options granted outstanding at the end of the year 1,196,247 1,736,085
Grants outstanding which are vested as at Balance Sheet date including increase due to issuance of bonus shares 935,155 599,079

Details of ESOP introduced to which the guidance note as issued by Institute of Chartered Accountants of India (ICAI) is applicable
Plan Board approval Share holder's Total options Terms of Vesting
date approval date appropriated
OnMobile Employees Stock 24-Jul-06 24-Jul-06 61,567 25% of such Options granted would vest at the end of twelve (12) months from the
Option Plan – III 2006 date the Optionee becomes an employee of the Company and the remaining 75%
would vest at a rate of 1/36th per month for the next thirty six (36) months from
the first Vesting.
OnMobile Employees Stock 12-Jul-07 17-Aug-07 975,000 25% of the Options granted would vest at the end of twelve (12) months from the
Option Plan – I 2007 date of the grant and the remaining 75% would vest at a rate of 1/36th per month
for the next thirty six (36) months from the first Vesting.
OnMobile Employees Stock 12-Jul-07 17-Aug-07 74,360 65%, 30%, 3% and 2% of the options granted would vest at the end of one year,
Option Plan-II 2007 two years, three years and four years from the grant date, respectively.
OnMobile Employees Stock 18-Mar-08 18-Apr-08 26,000 100% of the Options would vest over a period of four years.
Option Plan – I 2008
OnMobile Employees Stock 31-Oct-08 1-Aug-08 100,000 100% of the options granted would vest at the end of two years.
Option Plan II 2008
OnMobile Employees Stock 31-Oct-08 1-Aug-08 748,240 For 297,170 Options 50% of the options granted would vest at the end of one year
Option Plan III 2008 and 25% of the options would vest on a monthly basis at the end of each of second
and third years from the grant date respectively and for the balance 451,070 Options
granted under the Plan the vesting would be 25% of the Options would vest at the
end of one year and the rest of the options shall vest at the rate of 1/36th of the
options shall vest every month for the next three years.
OnMobile Employees Stock 26-Sep-08 31-Oct-08 173,953 100% of the options granted would vest at the end of one year.
Option Plan IV 2008

104
 Schedules to the Consolidated Financial Statement

Number of options granted, exercised and forfeited during the 16 Segment Reporting:
year under the above plans are given below:
The Company is engaged in providing value added services in
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
telecom business globally and is considered to constitute a single
Options granted outstanding at the segment in the context of primary segment reporting as prescribed
1,209,538 -
beginning of the year
by Accounting Standard 17 - “Segment Reporting”.
Granted during the year 1,145,691 1,253,101
Exercised during the year 35,555 -
The secondary segment is identified to geographical locations and
Forfeited during the year 675,355 43,563
Options granted outstanding at the the Company’s significant operations constituting more than 90%
1,644,319 1,209,538
end of the year
of the total operations are carried out of India. Details of secondary
Weighted average remaining
contractual life (years) at the year 2 4 segment by geographical locations are given below:
end
Weighted average exercise price per In Rs. Million
option (after adjusting for Bonus Rs. 356 Rs. 322.34
For the year ended For the year ended
issue) Particulars
March 31, 2009 March 31, 2008
Range of exercise price (after
Rs. 216 to Rs. 680 Rs. 210 to Rs. 592 I Revenue (by location of
adjusting for bonus issue)
customer)
The Company accounted the above options using the intrinsic value In India 3,134.47 2,212.44
In France 754.55 106.53
method and thus, the difference between the fair value of the underlying
Rest of the World 174.55 299.20
shares in the year of grant and the options exercise value was charged II Total carrying amount
to the profit and loss account. Accordingly, the compensation charge of Segmental Assets, by
geographical location
thereon in the current year is Rs. 0.06 Million (Previous year - Rs. 1.41
In India 2,419.95 3,233.80
Million). In France 766.04 291.04
Rest of the World 275.16 88.92
The guidance note issued by the Institute of Chartered Accountants
III Cost incurred for
of India requires the disclosure of pro forma net results and EPS both purchase of tangible
& intangible assets, by
basic & diluted, had the Company adopted the fair value method. Had
geographical location
the Company accounted the option under fair value method, amortising In India 482.12 811.56
the stock compensation expense thereon over the vesting period, the In France 7.40 2.48
reported profit for the year ended March 31, 2009 would have been Rest of the World 154.76 23.46

lower by Rs. 26.12 Million (Previous year- Rs. 27.00 Million) and Basic 17. Transactions with related parties
and diluted EPS would have been revised to Rs. 14.3 (Previous year-
Rs. 12.0) and Rs. 13.8 (Previous year- Rs. 11.1) respectively as compared I. List of Related parties and relationship:
to Rs. 14.8 (Previous year- Rs. 12.6)and Rs. 14.3 (Previous year- Rs. 11.6) Sl.
Relationship Related parties
without such impact. No.
(i) Controlling Enterprises
The fair value of stock based awards to employees is calculated through Holding Company OnMobile Systems Inc., USA
(up to February 18, 2008)
the use of option pricing models, requiring subjective assumptions which
(ii) Other related parties with whom the Company had transactions
greatly affect the calculated values. The said fair value of the options have Key Management Personnel
been calculated using Black-Scholes option pricing model, considering Arvind Rao
the expected term of the options to be 2 years (Previous year-4.8 years), a Chandramouli Janakiraman
“Nil” (Previous year-1%) expected dividend rate on the underlying equity Virendra Kumar Gupta
Shailendra Sharma
shares, volatility in the share price of 61% (Previous year-Range of 21%
Enterprises owned or significantly OnMobile Systems Inc., USA (w.e.f
to 59%) and a risk free rate of 7%(Previous year-8%). The Company’s influenced by key management February 19, 2008)
personnel/Directors or their
calculations are based on a single option valuation approach, and
relatives
forfeitures are recognized as they occur. The expected volatility is based Mobile Traffik Private Limited
on historical volatility of the share price during the year after eliminating Riff Mobile Private Limited
the abnormal price fluctuations.

105
 Schedules to the Consolidated Financial Statement

II. Transactions with Related Parties:

In Rs. Million
Enterprises owned or
significantly influenced by
Key Management Personnel Total
Sl. Key Management Personnel/
Nature of transactions Directors or their relatives
No.
March March March March March March
31,2009 31,2008 31,2009 31,2008 31,2009 31,2008
1 Content Cost
Riff Mobile Pvt. Ltd. - - 9.66 1.63 9.66 1.63
- - 9.66 1.63 9.66 1.63
2 Remuneration
Arvind Rao 10.09 8.84 - - 10.09 8.84
Chandramouli Janakiraman 3.50 5.39 - - 3.50 5.39
Virendra Kumar Gupta 2.29 1.78 - - 2.29 1.78
Shailendra Sharma 1.44 1.13 - - 1.44 1.13
17.32 17.14 - - 17.32 17.14
3 Amount Payable
OnMobile Systems Inc. - - 85.33 1,007.02 85.33 1,007.02
Riff Mobile Pvt. Ltd. - - 4.15 0.67 4.15 0.67
Mobile Traffik Pvt. Ltd. - - 0.10 0.10 0.10 0.10
Virendra Kumar Gupta 0.04 0.22 - - 0.04 0.22
0.04 0.22 89.58 1,007.79 89.62 1,008.01
4 Amount Receivable
Other Advances
Arvind Rao 0.43 0.85 - - 0.43 0.85
Chandramouli Janakiraman 0.02 - - - 0.02 -
Mobile Traffik Pvt. Ltd. - - 0.10 0.10 0.10 0.10
0.45 0.85 0.10 0.10 0.55 0.95

Notes:
1. Related party relationships are as identified by the Company on the basis of information available and relied by the auditors.
2. No amount has been written off or written back during the year in respect of debts due from or to related party.
3. Reimbursement of Expenses are not included above.
18. Earnings per Share
The Earnings per share, computed as per the requirements of Accounting Standard 20 –“ Earnings per Share ” is as under:
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
Profit after tax as per the Profit and Loss Account (In Rs. Million) 851.97 603.10

Weighted Average number of Shares for Basic EPS 57,720,711 47,916,994

Add: Effect of Convertible Preference Shares and Stock Options outstanding 1,967,265 3,942,651
Weighted Average Number of equity shares for Diluted EPS 59,687,976 51,859,645
Rs. Rs.
Nominal value of equity shares 10.0 10.0

Earnings Per Share

Basic 14.8 12.6
Diluted 14.3 11.6

19. Accounting For Taxes On Income

a) Provision for taxation includes tax liabilities in India on the Company’s global income as reduced by exempted income and any tax liabilities
arising overseas on income sourced from those countries.
b) In accordance with the Accounting Standard 22 – “Accounting for Taxes on Income”, the Company has created a deferred tax liability to the
extent of Rs. 28.69 Million and deferred tax asset to the extent of Rs. 0.74 Million for the current year, which has been debited to the Profit and
Loss account. Details of Deferred Tax Asset and Liabilities are:

106
 Schedules to the Consolidated Financial Statement

In Rs. Million
Deferred Tax (Assets)/ Liabilities Deferred Tax (Assets)/ Liabilities
Particulars Current year (credit)/charge
as on April 1, 2008 as on March 31, 2009
Difference between book and tax depreciation 65.66 36.43 102.09
Others (Provision for gratuity, leave encashment etc.) (26.20) (7.75) (33.95)
39.46 28.68 68.14

In Rs. Million
Deferred Tax (Assets)/ Liabilities Deferred Tax (Assets)/ Liabilities
Particulars Current year (credit)/charge
as on April 1, 2008 as on March 31, 2009
Difference between book and tax depreciation 0.21 (0.21) -
Others (Provision for gratuity, leave encashment etc.) (0.42) (0.53) (0.95)
(0.21) (0.74) (0.95)

20. The details of Provisions under Accounting Standard 29 - “Provisions, Contingent liabilities and Contingent assets” are as under:
In Rs. Million
Probable outflow Provision outstanding Provision made dur- Provision utilized Provision reversed Provision outstanding
Nature of Expense
estimated within as at April 1, 2008 ing the year during the year during the year as at March 31, 2009
Other provisions- customer
credits 3 years 77.20 18.17 48.27 - 47.10

21. Foreign Currency Exposure

There are no outstanding forward exchange contracts entered into by the company as at March 31, 2009. Foreign currency exposure as at March
31, 2009 that have not been hedged by derivative instrument or otherwise is as follows:
As at March 31, 2009 As at March 31, 2008
As at March 31, 2009 As at March 31, 2008
Particulars Nature of Currency Amount (Foreign Currency Amount (Foreign Currency
(In Rs. Million) (In Rs. Million)
in Million) in Million)
Due from:
Debtors against export of 60.06 58.43 USD 1.18 1.41
services/goods - 0.89 GBP - 0.01
9.94 0.63 EUR 0.15 0.01
5.21 52.80 AUD 0.15 1.44
- 6.00 BDT - 10.22

Against advances 9.10 2.63 USD 0.18 0.07

13.26 - EUR 0.20 -
Due to:

Creditors against import of 162.07 74.70 USD 3.18 1.87

goods and services 0.05 - AED 0.003 -
0.22 - EUR 0.003 -
Deferred Payment Liability 58.03 278.64 EUR 0.86 4.42

22. Research tax rebate accrued as other income for Vox Mobili S.A. and Telisma S.A., during the period amounted to Rs. 40.32 Million (Previous year:
Rs. 3.49 Million) and total tax receivable outstanding at March 31, 2009 amounted to Rs. 80.03 Million (Previous year: Rs. 26.26 Million).
23. The Central Government vide notification dated March 31, 2009 has amended Accounting Standard-11 “Effect of changes in Foreign Exchange
Rates”, notified under the Companies (Accounting Standard) Rules, 2006. The Company has opted out of the option of adjusting the exchange
difference on long term foreign currency monetary items to the cost of the assets acquired out of foreign currency monetary items.
24. Previous year’s figures have been regrouped/reclassified wherever necessary.

Arvind Rao Rajesh Moorti

Chief Executive Officer Chief Financial Officer
and Managing Director

Chandramouli J D Srikiran
Director Company Secretary

Place: Mumbai
Date: April 30, 2009

107
 Ratio Analysis (Consolidated Financials)

ONMOBILE GLOBAL LIMITED

2008-09 2007-08 2006-07 2005-06 2004-05
Ratios- Financial Performance
International Revenue/ Total Revenue (%) 23% 15% 1% 0% 0%
Domestic Revenue/ Total Revenue (%) 77% 85% 99% 100% 100%
Cost of Sales and Services/ Total Revenue (%) 19% 15% 18% 15% 15%
Manpower costs/ Total Revenue (%) 30% 24% 20% 13% 11%
Administrative and other expenses/ Total Revenue (%) 20% 20% 16% 15% 10%
Total Operating Expenses/ Total Revenue (%) 68% 60% 54% 43% 35%
Earnings before Interest, Tax, Depreciation and Amortisation / Total Revenue (%) 32% 40% 46% 57% 65%
Depreciation/ Total Revenue (%) 11% 10% 11% 10% 11%
Other Income/ Total Revenue (%) 8% 3% 3% 0% 0%
Finance charges/ Total Revenue (%) 0% 1% 0% 0% 0%
Profit Before Tax/ Total Income (%) 26% 32% 37% 47% 54%
Direct Tax/ Total Revenue (%) 7% 9% 13% 17% 20%
Direct Tax/ PBT (%) 26% 29% 33% 36% 37%
Profit After Tax from Ordinary Activities/ Total Income (%) 19% 22% 25% 30% 34%
Return On Capital Employed (PBIT/ Average Capital Employed) (%) 17% 21% 41% 120% 173%
Return on Average Networth (PAT/Average Net Worth) (%) 13% 15% 27% 77% 109%

Ratios Balance Sheet

Debt-Equity Ratio (%) 1% 0% 0% 0% 0%
Daily sales outstanding (Days) 104 108 115 108 87
Fixed Assets Turnover Ratio 3.88 2.88 3.97 3.88 3.19
Current Ratio 2.98 1.39 1.70 1.60 1.31
Cash and Equivalents/Total Assets (%) 31% 16% 8% 5% 10%
Depreciation/Average Gross Block(%) 23% 27% 31% 32% 30%

Ratios - Growth
Growth in Revenue (%) 55% 97% 61% 102% 137%
Operating Expenses Growth (%) 77% 118% 103% 145% 41%
Operating Profit Growth (%) 22% 72% 29% 78% 280%
Profit After Tax Growth (%) 41% 79% 36% 77% 225%
Earnings Per Share Growth (%) 17% -1% -34% 77% 225%

Per- Share Data (Period End)

Earning Per Share (Rs.)- Basic 14.8 12.6 12.7 19.1 10.8
Earning Per Share (Rs.)- Diluted 14.3 11.6 6.9 7.2 4.7
Book Value (Rs.) 121.1 127.5 76.1 34.3 15.2

108
 Statement regarding subsidiary companies pursuant to
Section 212 of the Companies Act, 1956
Subsidiaries OnMobile OnMobile PT. OnMobile Vox Mobili S. A. Vox Mobili Inc. Ver se Phonetize Telisma S.A. OnMobile
Particulars Singapore Pte. Australia Pty. Indonesia Innovation Pvt. Solution Pvt. Europe B.V.
Ltd. Ltd. Ltd. * Ltd.
Financial Period March 31, 2009 March 31, 2009 March 31, March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009
2009
Holding Company's Interest 100% in equity 100% in equity 100% in 100% in equity 100% in equity 51% in equity 99.99% in 100% in equity 100% in equity
shares shares equity shares shares (held through shares (held shares equity shares shares (held through shares
OnMobile Europe through Vox OnMobile Europe B.V.)
B.V.) Mobili S.A)
Shares held by holding company in the subsidiary 85,000 Ordinary 100,000 999 shares 6,501,705 shares of 1000 shares of 26,030 equity 9,999 equity 203,445,874 shares of 12,783,844
shares of SGD Ordinary shares of USD 100/- 0.05 Euros each 1 USD each shares of Rs. shares of Rs. 0.01 Euros each shares of 1
1/- each of AUD 1/- each each 10/- each 10/- each Euro each
Net aggregate amount of profits / (losses) for the previous financial years of the subsidiary, since it became a subsidiary so far as they concern the members of the Company (Rs.)
(a) Dealt with in the accounts of the Company for NIL NIL NIL NIL NIL NIL NIL NIL NIL
year ended March 31, 2009
(b) Not dealt with in the accounts of the Loss of SGD Loss of AUD Profit of IDR Profit of EUR Loss of USD Loss of Rs. Loss of Rs. Profit of EUR Loss of EUR
Company for year ended March 31, 2009
57,601/- 252/- 249,377,100/- 2,349,460/- 13,159/- 1,602,630/- 12,563/- 2,253,448/- 41,229/-
Net aggregate amount of profits / (losses) for the previous financial years of the subsidiary, since it became a subsidiary so far as they concern the members of the Company (Rs.)
(a) Dealt with in the accounts of the Company NIL NIL NIL NIL NIL NIL NIL NIL NIL

109
for previous financial years
(b) Not dealt with in the accounts of the Loss of SGD Profit of AUD Profit of IDR Profit of EUR Loss of USD Loss of Rs. Loss of Rs NIL NIL
Company for previous financial years
141,103/- 3,319/- 132,891,391 2,295,771 4875/- 49,66,230/- 40,476/-

* The Loss represents loss accounted as per AS-21 “ Consolidated Financial Statements”

Arvind Rao Rajesh Moorti

Chief Executive Officer Chief Financial Officer
and Managing Director

Place: Mumbai Chandramouli J D Srikiran

Date: April 30, 2009 Director Company Secretary
 ADDITIONAL DETAiLS AS REQUIRED BY GOVT. OF INDIA, MINISTRY OF CORPORATE AFFAIRS VIDE LETTER NO.47/48/2009
Amount in Rs.
Subsidiaries OnMobile Singapore OnMobile PT. OnMobile Vox mobili S A Vox mobili Inc. Ver se Innovation Pvt. Phonetize Solution Telisma SA OnMobile Europe BV
Pte. Ltd. Australia Pty. Ltd. Indonesia Ltd. Pvt. Ltd.
Financial Period March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009 March 31, 2009
Equity capital 2,917,277 3,566,270 3,982,651 21,936,736 50,950 510,360 100,000 137,285,293 862,653,793
Reserves (6,819,700) 109,378 1,727,089 403,136,384 14,025,465 43,153,535 (53,039) 75,818,234 1,598,485,607
Total assets 78,710,694 4,413,081 22,030,771 576,978,495 14,947,049 52,913,902 100,000 320,247,596 2,463,766,734
Total Liabilities 78,710,694 4,413,081 22,030,771 576,978,495 14,947,049 52,913,902 100,000 320,247,596 2,463,766,734
Investments - - - 79,888,611 - - - 6,812,572 -
Turnover 36,339,896 154,063 27,258,264 640,550,189 4,338,596 27,027,718 - 325,531,743 -
Profit/(Loss) Before Tax 2,026,183 (8,987) 1,783,251 158,541,561 (670,451) (1,497,212) (12,563) 152,062,671 (2,782,133)
Provision for Taxation 4,003,087 - 656,565 - - 105,418 -
Profit/(Loss) After Tax (1,976,904) (8,987) 1,126,686 158,541,561 (670,451) (1,602,630) (12,563) 152,062,671 (2,782,133)
Proposed dividend

Note:
Total Assets = Fixed Assets+Investments+Current Assets
Total Liabilities = Equity + Loan Funds + Current Liabilities
Exchange Rate considered as on March 31, 2009
Investments excludes investment in Subsidiaries

110
 NOTICE
Notice is hereby given that the Ninth Annual General Meeting (AGM)
of the Members of OnMobile Global Limited will be held on Saturday,
August 01, 2009, at 10.30 A.M. at Hotel Royal Orchid, adjoining KGA
Golf course, Airport Road, Bangalore – 560 008, to transact the following
business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet of the
Company as at March 31, 2009, and the Profit and Loss account
for the financial year ended as on that date and the Reports of the
Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Naresh Malhotra who retires by
rotation and, being eligible offers himself for re-appointment.
3. To appoint a Director in place of Mr. Sridar A Iyengar who retires by
rotation and, being eligible offers himself for re-appointment.
4. To reappoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as
statutory auditors of the Company from the conclusion of this Annual
General Meeting until the conclusion of the next Annual General
Meeting and to fix their remuneration, and to pass the following
resolution thereof.
“RESOLVED that M/s. Deloitte Haskins & Sells, Chartered Accountants,
be and are hereby re-appointed as the Auditors of the Company
to hold office from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General Meeting, on such
remuneration as may be determined by the Board of Directors in
consultation with the Auditors.”
SPECIAL BUSINESS
Employee Stock Option Plan – I 2007: (Items 5 & 6)
5. To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
RESOLVED that in part modification of the approval of the
shareholders at the Annual General Meeting of the Company held on
August 17, 2007 of ESOP Plan I 2007 and pursuant to the provisions
of Section 81(1A) and other applicable provisions of the Companies
Act, 1956 (including the statutory modifications or re-enactment
thereof) and the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, for the time being in
force including any amendments thereof, (hereinafter referred to as
“SEBI ESOP Guidelines”), consent of the Company be and is hereby
accorded to the Board of Directors of the Company (hereinafter
referred to as “the Board”, which term shall be deemed to include
any Committee including the Compensation Committee constituted
by the Board to exercise its powers, including the powers conferred
by this resolution) to amend the vesting period for the stock options
granted/to be granted by the Company to the employees of the
Company under ESOP Plan I 2007 as below.
Existing Clause 9.2 be replaced by insertion of the below clause:
“The options shall vest over a period of four years from the date
of grant at the rate of 25% of the Options vesting at the end of
111
every one year during the said four year period (as mentioned in
the table in the explanatory statement to this Notice) or such other
vesting period as may be determined by the Board of Directors or any
committees of the Board from time to time.”
RESOLVED FURTHER that the Board be and is hereby authorised to do
all the things necessary and to take such action as may be necessary
or expedient to amend or alter or adopt any modifications or redefine
the ESOP Plan I 2007 in accordance with the SEBI ESOP Guidelines
issued / to be issued by SEBI from time to time.
6. To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
RESOLVED that in part modification of the approval of the
shareholders at the Annual General Meeting of the Company held on
17th August 2007 of ESOP Plan I 2007 and pursuant to the provisions
of Section 81(1A) and other applicable provisions of the Companies
Act, 1956 (including the statutory modifications or re-enactment
thereof) and the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, for the time being in
force including any amendments thereof, (hereinafter referred to as
“SEBI ESOP Guidelines”), consent of the Company be and is hereby
accorded to the Board of Directors of the Company (hereinafter
referred to as “the Board”, which term shall be deemed to include
any Committee including the Compensation Committee constituted
by the Board to exercise its powers, including the powers conferred
by this resolution) to amend the plan to include grant of options to
the employees of the Subsidiary Companies under ESOP Plan I 2007,
and that the additional disclosures of the plan shall be as specified in
the explanatory statement.
RESOLVED FURTHER that the Board be and is hereby authorised to do
all the things necessary and to take such action as may be necessary
or expedient to amend or alter or adopt any modifications or redefine
the ESOP Plan I 2007 in accordance with the SEBI ESOP Guidelines
issued / to be issued by SEBI from time to time.
RESOLVED FURTHER that the Board be and is hereby authorised to
delegate all or any of its powers herein conferred to any one or more
officials of the Company.
EMPLOYEE STOCK OPTION PLAN – III -2008: (Items 7 & 8)
7. To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
RESOLVED that in part modification of the approval of the
shareholders at the Annual General Meeting of the Company held
on August 01, 2008 of ESOP Plan III 2008 and pursuant to the
provisions of Section 81(1A) and other applicable provisions of the
Companies Act, 1956 (including the statutory modifications or re-
enactment thereof) and the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999, for the
time being in force including any amendments thereof, (hereinafter
referred to as “SEBI ESOP Guidelines”), consent of the Company be
and is hereby accorded to the Board of Directors of the Company
(hereinafter referred to as “the Board”, which term shall be deemed
to include any Committee including the Compensation Committee
constituted by the Board to exercise its powers, including the powers
conferred by this resolution) to amend the vesting period for the stock
options granted/to be granted by the Company to the employees of
the Company under ESOP Plan III 2008 as below.
Existing Clause 9.2 be replaced by insertion of the below clause:
“The options shall vest over a period of four years from the date
of grant at the rate of 25% of the Options vesting at the end of
every one year during the said four year period (as mentioned in
the table in the explanatory statement to this Notice) or such other
vesting period as may be determined by the Board of Directors or any
committees of the Board from time to time.”
RESOLVED FURTHER that the Board be and is hereby authorised to do
all the things necessary and to take such action as may be necessary
or expedient to amend or alter or adopt any modifications or redefine
the ESOP Plan III 2008 in accordance with the SEBI ESOP Guidelines
issued / to be issued by SEBI from time to time.
8. To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
RESOLVED that in part modification of the approval of the
shareholders at the Annual General Meeting of the Company held
on 01st August 2008 of ESOP Plan III 2008 and pursuant to the
provisions of Section 81(1A) and other applicable provisions of the
Companies Act, 1956 (including the statutory modifications or re-
enactment thereof) and the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999, for the
time being in force including any amendments thereof, (hereinafter
referred to as “SEBI ESOP Guidelines”), consent of the Company be
and is hereby accorded to the Board of Directors of the Company
(hereinafter referred to as “the Board”, which term shall be deemed
to include any Committee including the Compansation Committee
constituted by the Board to exercise its powers, including the powers
conferred by this resolution) to amend the plan to include grant of
options to the employees of the Subsidiary Companies under ESOP
Plan III 2008, and that the additional disclosures of the plan shall be
as specified in the explanatory statement.
RESOLVED FURTHER that the Board be and is hereby authorised to do
all the things necessary and to take such action as may be necessary
or expedient to amend or alter or adopt any modifications or redefine
the ESOP Plan III 2008 in accordance with the SEBI ESOP Guidelines
issued / to be issued by SEBI from time to time.
RESOLVED FURTHER that the Board be and is hereby authorised to
delegate all or any of its powers herein conferred to any one or more
officials of the Company.
9. EMPLOYEE STOCK OPTION PLAN – II 2008:
To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of the resolution passed on
August 01, 2008 and in accordance with the provisions contained in
the Articles of Association, the provisions of the Companies Act, 1956
(hereinafter referred to as the “Act”) and the provisions contained
in the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (hereinafter referred to as the “SEBI Guidelines”) (including
any statutory modification(s) or re-enactment of the Act or the
SEBI Guidelines, for the time being in force) and subject to such
other approvals, permissions and sanctions as may be necessary,
the consent, approval and clarification of the members be and is
hereby given to the Board of Directors of the Company (hereinafter
referred to as the “Board” which term shall be deemed to include
112
any committee of the Board, including the Compensation Committee
constituted by the Board) that the salient features of the Employees
Stock Option Plans II, 2008, specifically the vesting period, the
exercise period and the method of valuation of the stock option shall
be as per the details specified in the Explanatory statement to this
item annexed to this Notice as per section 173(2) of the Companies
Act, 1956 and that the Board of Directors of the Company be and are
hereby authorized to do the necessary acts and deeds to implement
this resolution.
RESOLVED FURTHER THAT the new Equity Shares to be issued and
allotted by the Company in the manner aforesaid shall rank pari passu
in all respects with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorized to
take necessary steps for listing of the securities/shares allotted under
the Employee Stock Option Plan II, 2008 on the Stock Exchanges
where the Shares of the Company are listed as per the provisions
of the Listing Agreement with the concerned Stock Exchanges and
other applicable guidelines, rules and regulations.
10. EMPLOYEE STOCK OPTION PLAN – IV 2008:
To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of the resolution passed on
August 01, 2008 and in accordance with the provisions contained in
the Articles of Association, the provisions of the Companies Act, 1956
(hereinafter referred to as the “Act”) and the provisions contained
in the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (hereinafter referred to as the “SEBI Guidelines”) (including
any statutory modification(s) or re-enactment of the Act or the
SEBI Guidelines, for the time being in force) and subject to such
other approvals, permissions and sanctions as may be necessary,
the consent, approval and clarification of the members be and is
hereby given to the Board of Directors of the Company (hereinafter
referred to as the “Board” which term shall be deemed to include
any committee of the Board, including the Compensation Committee
constituted by the Board) that the salient features of the Employee
Stock Option Plan IV-2008 shall be as per the details specified in the
Explanatory statement to this item annexed to this Notice as per
section 173(2) of the Companies Act, 1956 and that the Board of
Directors of the Company be and are hereby authorized to do the
necessary acts and deeds to implement this resolution.
RESOLVED FURTHER THAT the new Equity Shares to be issued and
allotted by the Company in the manner aforesaid shall rank pari passu
in all respects with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorized to
take necessary steps for listing of the securities/shares allotted under
the Employee Stock Option Plan IV 2008 on the Stock Exchanges
where the Shares of the Company are listed as per the provisions
of the Listing Agreement with the concerned Stock Exchanges and
other applicable guidelines, rules and regulations.
11. KEEPING REGISTER OF MEMBERS OUTSIDE THE REGISTERED
OFFICE:
To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
 “RESOLVED THAT pursuant to section 163 of the Companies
Act, 1956 approval of the Company be and is hereby accorded
to keep the register of member, index of members, returns and
copies of the certificates and documents at the office of “M/S
Karvy Computer Shares Private Limited, No.51/2, TKN Complex,
Vanivilas Road, Opp: National College, Basavanagudi, Bangalore, the
Registrar And Share Transfer Agents of the Company.
FURTHER RESOLVED THAT, the Board of Directors of the Company are
hereby authorised to do all such acts and things as may be necessary
to implement this resolution.”
12. OPENING OF OFFICE IN SRILANKA:
To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
“RESOLVED THAT subject to the applicable laws, a Branch Office or
a Subsidiary of the Company be opened in Srilanka, in such manner
and in such mode and at such time as the Board of Directors of the
Company may deem fit and proper to carry on inter alia the following
business in Sri Lanka.
1. Development, implementation, operation and maintenance of IT
Systems for rendering services to the Telecom Companies who in
turn distribute these services to the end users;
2. The above involves the licensing of the Company’s principal
products like Multi Modal Platforms.
3. Provisions of Managed Services, Telecom Carrier Products for the
end users like ring tones, music cards, jokes, horoscope, songs,
stock updates, Voice SMS, Missed call alerts, voice services, which
are deployed on the above Multi-Modal Platform.
4. Provision of customer care services using voice platforms like
auto dialer services etc.
5. Provision of Multi-Model Solution which integrates all the mobile
delivery channels such as Voice, SMS, MMS and WAP.
6. Mobile content distribution, interactive media portals, and
M-commerce solutions.
FURTHER RESOLVED that the Company shall not engage in any retail
trade or export or import or investment business in Sri Lanka.”
13. ISSUE OF SHARES TO TELISMA S.A.
To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution:
“RESOLVED THAT, pursuant to Section 81(1A) and other applicable
provisions of the Companies Act, 1956 (the Act) and subject to the
Regulations and Guidelines of Securities and Exchange Board of India
(SEBI), Listing Agreement(s) entered into with the Stock Exchange(s),
and in accordance with the Memorandum and Articles of Association
of the Company and subject to the consent / approvals, if any, of
any other authorities / institutions and subject to such terms and
conditions as may be prescribed by any such authorities while
granting such consents and approvals and which may be agreed to by
the Board, and on such other terms and conditions as may be decided
and deemed appropriate by the Board, the consent of the company
be and is hereby accorded to the Board of Directors (herein referred
113
to as the Board which expression shall include any Committee of the
Directors thereof) to create, issue and allot on preferential allotment
basis up to 76,506 equity shares of the Company of Rs. 10/- each at a
premium of Rs. 425.39/- per share (so that the total number of equity
shares to be issued by the Company will not exceed 76,506 equity
shares to the promoters and employees of Telisma S.A., the business
of which has been acquired by the company in satisfaction of part
consideration value of INR 6,66,22,220/- (equivalent to €500,000
payable to them pursuant to the Share Purchase Agreement entered
into with them more particularly stated in the explanatory statement
annexed hereto to the notice convening the meeting.
FURTHER RESOLVED THAT, the Board be and is hereby authorised to
issue and allot such number of equity shares as are required to be
issued and allotted to satisfy the above consideration value payable
to them.
FURTHER RESOLVED THAT, the Board be and is hereby authorised
to apply for and seek listing of the above equity shares on the
Stock Exchange(s) with which the securities of the Company are
already listed and to execute necessary listing agreement and other
documents as may be required in connection therewith.
FURTHER RESOLVED THAT, the Board be and is hereby authorised,
for the purpose of giving effect to this resolution, to do all such acts,
deeds, matters and things including variation in the size, price and
terms of the issue as it may, in its absolute discretion, deem necessary,
proper or desirable and to settle any question, difficulty or doubts
that may arise in regard to the offer, issue and allotment of shares
and in complying with any requirements of Regulations thereof
without being required to seek any further consent or approval of
the shareholders in respect thereof.
FURTHER RESOLVED THAT, the Board be and is hereby authorised to
agree to and accept such amendments, modifications, variations and
alterations as the SEBI, Stock Exchange(s) or any other authority may
stipulate in that behalf.
RESOLVED FURTHER THAT, the Board of Directors be and is hereby
authorised to do all such acts and things to give effect to this
resolution including variation in the quantum of issue, price and
other terms and conditions as they may deem fit.”
Registered office: By Order of the Board of Directors
No. 26, Bannerghatta Road, For OnMobile Global Limited
JP Nagar, 3rd Phase, Sd/-
Bangalore – 560 076, Srikiran D
India. Company Secretary
Date: July 2, 2009
Place: Bangalore
Notes:
1. Explanatory Statement pursuant to Section 173(2) of the Companies
Act, 1956 is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD
OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY.
3. The instrument appointing the proxy must be deposited at the
registered office of the Company not less than 48 hours before the
commencement of the meeting.
4. Member/proxies should bring duly filled attendance slips sent
herewith to attend the meeting.
5. The Register of Directors’ share holding, maintained under section
307 of the Companies Act, 1956, will be available for inspection by
the members at the AGM.
6. The Register of contracts maintained under section 301 of the
Companies Act, 1956, will be available for inspection by the members
at the registered office of the Company.
7. The Register of Members and share transfer books will remain closed
from July 28, 2009 to July 31, 2009 (both days inclusive).
Pursuant to Clause 49 of the listing agreement with the stock exchanges,
following information is furnished about the Directors proposed to be
appointed/re-appointed.
Item 2
Mr. Naresh Malhotra, Director, retires by rotation and being eligible,
offers himself for re-appointment. A brief resume of Mr. Naresh Malhotra
is given below:
Mr. Naresh K. Malhotra graduated with a Bachelor of Commerce degree
from St. Xavier’s College, Calcutta University. He qualified as a Chartered
Accountant in 1970. He has over 38 years of experience in India and
overseas in various companies including Imperial Chemical Industries,
Unilever, Colgate Palmolive, Bukhatir Investments, the U B Group, KPMG
and Amalgamated Bean Coffee Trading Company. He has previously
served as founding partner and Managing Director of corporate finance
in KPMG in India. He is currently an Operating Partner at Sequoia Capital
India Advisors. He has been appointed as an independent Director by
the shareholders of our Company at the AGM held on August 17, 2007.
Mr. Malhotra retires by rotation and being eligible offers himself for re-
appointment at the forthcoming AGM to be held on August 01, 2009. Mr.
Malhotra is on the Board of the following other Companies:
1. Blue Star Infotech Limited
2. Royal Orchid Hotels Limited
3. A B Holdings Private Limited
4. Balan Natural Foods Private Limited
5. Cotton County Retail Limited
6. Deriv IT Solutions Private Limited
7. Genesis Colors Private Limited
8. Printo Document Services Private Limited
9. Tarang Software Technologies Private Limited
10. Deriv TTE Solutions Private Limited
11. N.M. Properties and Consulting Private Limited.
Mr. Malhotra does not hold any shares in the Company, however, he has
been granted 36,000 stock options in total as on April 30, 2009
114
The Board considers it in the interest of the Company to appoint
Mr. Malhotra as a Director.
The Board of Directors of your Company recommends this resolution to
be passed as an Ordinary Resolution, for your approval.
None of the Directors, except Mr. Malhotra, is interested or concerned in
these Resolutions.
Item 3
Mr. Sridar A Iyengar, Director, retires by rotation and being eligible, offers
himself for re-appointment. A brief resume of Mr. Sridar Iyengar is given
below:
Mr. Sridar A. Iyengar is a fellow of the Institute of Chartered Accountants,
England and Wales. He has over 38 years of experience in corporate
finance and accounting. He has previously served as chairman and
chief executive officer at KPMG, India operations. He is associated with
Bessemer Venture Partners and is an independent director of various
companies including Infosys Technologies Limited, ICICI Bank Limited
and Rediff.com. He has been appointed as an independent Director by
the shareholders of our Company at the AGM held on August 17, 2007.
Mr. Sridar Iyengar retires by rotation and being eligible offers himself for
re-appointment at the forthcoming AGM to be held on August 01, 2009.
Mr. Sridar is on the Board of the following other Companies:
1. Infosys Technologies Limited
2. ICICI Bank Limited
3. Rediff.com India Limited
4. Kovair Software Inc.
5. Infosys BPO Limited
6. Aver Q Inc
7. Rediff Holding Inc.
8. Career Launcher India Limited
9. Mahindra Holidays & Resorts India Limited
Mr. Sridar Iyengar does not hold any shares in the Company, however, he
has been granted 36,000 stock options in total as on April 30, 2009.
The Board considers it in the interest of the Company to appoint Mr.
Sridar Iyengar as a Director.
The Board of Directors of your Company recommends this resolution to
be passed as an Ordinary Resolution, for your approval.
None of the Directors, except Mr. Sridar Iyengar, is interested or concerned
in these Resolutions.
EXPLANATORY STATEMENT UNDER SECTION
173(2) OF THE COMPANIES ACT, 1956
CLARIFICATORY RESOLUTIONS TO Employee Stock Option Plans (ESOP)
of the Company – To be passed as separate Special Resolutions:
Items 5, 6, 7 , 8,
Reference is invited to the Employee Stock Option plans ESOP Plan I 2007
and ESOP Plan III 2008 of the Company approved by the Shareholders of
the Company on August 17, 2007 and August 01, 2008.
Further, reference is also invited to the Employee Stock Option plans
ESOP Plan II 2008 and ESOP Plan IV 2008 of the Company approved by
the Shareholders of the Company on August 01, 2008 and October 31,
2008.
Variation:
It is proposed to amend the ESOP Plan I 2007 and ESOP Plan III, 2008
pursuant to clause 7.4 of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock purchase Scheme)
Guidelines, 1999 to vary the terms & conditions of ESOP 2007 in terms of
changes in the vesting period.
The Company had approved the following vesting schedule for the ESOP
Plan I 2007 and ESOP Plan III 2008:
Existing Vesting Schedule: 25% to vest at the end of 1 year and the
remaining to vest over a period of next three years at the rate of 1/36th
every month.
New Vesting Schedule:
Vesting of Employee Stock Options granted under ESOP Plan I – 2007
and ESOP Plan III 2008 shall occur in tranches as follows or as may be
determined by the Compensation committee of the Board from time to
time:
Period Vesting Proportion
At the end of one year from the date of Grant 25%
At the end of two years from the date of Grant 25%
At the end of three years from the date of Grant 25%
At the end of four years from the date of Grant 25%
The maximum period of vesting may extend up to 4 years from the date
of grant of options under the above plans.
Rationale: The variations are in terms of changing the vesting period
from monthly vesting to yearly vesting. The Compensation committee of
the Board had along with an external compensation agency reviewed
the practices of various companies with respect to the vesting schedule
for their stock option grants. Accordingly, as recommended by the
Compensation committees of the Board, it was proposed to change
the vesting schedule of the future grants to be made under the ESOP
Plan I 2007 and ESOP Plan III 2008, as approved by the Compensation
Committee This modification in the vesting schedule shall ensure retention
of the talented workforce of the Company and would encourage the
employees to consider the long term association with the Company. The
Salient Features of the aforesaid ESOP plans as implemented by the Compensation Committee:
S No. Particulars ESOP Plan II 2008
1. Total number of options granted (as approved 100,000
by the shareholders earlier)
new vesting schedule shall not be applicable to the grants already made
before the amendment to the vesting schedule, by the shareholders (or)
the Board as the case may be.
Beneficiaries: The Employees of the company to whom stock options
will be granted after the amendment as per the ESOP Plan I 2007 and
ESOP Plan III 2008 will have effect of this amendment. Your Directors
recommend the resolution for your approval.
Further, it is proposed to make use of the Employee Stock Option Plan I
-2007 and Employee Stock Option Plan III – 2008 to make grants to the
employees of the Company’s Subsidiary (ies).
ESOP Plan I 2007: Disclosures as required to be made under Clause
6.2 (h) (i) and (k) of the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 that had been delegated by the members of the Company in their
meeting held on August 01, 2008 to the Board of Directors, the same
have been complied with by the Board in their meeting held on October
31, 2008.
ESOP Plan III 2008: Disclosures as required to be made under
Clause 6.2 (e) (h) (j) and (k) of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 that had been delegated by the members of
the Company in their meeting held on August 01, 2008 to the Board
of Directors, the same have been complied with by the Board in their
meeting held on October 31, 2008.
Items 9 and 10
The Company proposes to apply for the in-principal approval for the ESOP
Plan II 2008 and ESOP Plan IV 2008. As per the requirements of the stock
exchanges, it is required to get the approval of the Shareholders for the
Salient features of the ESOP Plans II, and IV 2008 of the Company as per
the requirements of Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (hereinafter referred to as the “SEBI Guidelines”) (including any
statutory modification(s) or re-enactment of the Act or the SEBI Guidelines,
for the time being in force), which plans were previously approved by the
shareholders.
ESOP Plan IV 2008
173,953

2. Classes of employees entitled to participate Employees of the Company’s Subsidiary – Telisma SA. Employees of the Company’s Subsidiary – Voxmobili SA.
3. Vesting Period and requirements of vesting 100% of the options shall vest at the end of two (2) years 100% of the options shall vest at the end of one (1) year
from the date of the Grant as applicable under this Stock from the date of the Grant as applicable under this Stock
Option Plan. Option Plan.
4. Maximum Vesting Period The options granted shall vest so long as the employee The options granted shall vest so long as the employee
continues to be in the employment of the company. continues to be in the employment of the company.
5. Exercise Price The exercise price of the Options shall be determined by the The exercise price of the Options shall be determined by
Compensation committee of the Board in accordance with the Compensation committee of the Board in accordance
the applicable guidelines from time to time by considering with the applicable guidelines from time to time by
the fair market value and the trading price of the Company’s considering the fair market value and the trading price of
equity shares on the stock exchange(s). The exercise price the Company’s equity shares on the stock exchange(s). The
shall not be less than the par value. exercise price shall not be less than the par value.

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 S No. Particulars ESOP Plan II 2008 ESOP Plan IV 2008
6. Exercise Period and process of exercise The period commencing 24 months after the date on which Shall mean the period commencing 12 months after the
the Options are granted in accordance with the relevant date on which the Options are granted in accordance with
stock option agreement and terminating on such date as the relevant stock option agreement and terminating on
may be specified under the said agreement, within which such date as may be specified under the said agreement,
period the Optionee shall have the right to Exercise his within which period the Optionee shall have the right to
Vested Options. Exercise his Vested Options.
7. Maximum exercise period Provided that in no event shall the Exercise Period exceed Provided that in no event shall the Exercise Period exceed
five (5) years from the date the Options become Vested five (5) years from the date the Options become Vested
Options. The Options will be exercisable by the Employees Options. The Options will be exercisable by the Employees
by a written application to the Compensation Committee by a written application to the Compensation Committee
under the Plan. under the Plan.
8. Appraisal process for determining the eligibility As may be determined by the Compensation committee As may be determined by the Compensation committee
of employees based on the appraisal system and functional and managerial based on the appraisal system and functional and
and other performance parameters. managerial and other performance parameters.
9. Method which the Company shall use to value Intrinsic Value Intrinsic Value
its options whether fair value or intrinsic value
10. Maximum Number of Options to be issued per
employee
As may be determined by the Compensation committee. As may be determined by the Compensation committee.
11. Whether grants can be made to Company’s Yes To employees of Voxmobili SA or employees of any
Subsidiary(ies) Company with which it is merged.
12. Whether the vesting period would continue in Yes Yes
case of transfer of employee from one subsidiary
to another

In case the Company calculates the employee compensation cost using the
intrinsic value of the stock options, the difference between the employee
compensation cost so computed and the employee compensation cost
that shall have been recognized if it had used the fair value of the options,
shall be disclosed in the Directors’ Report and also the impact of this
difference on profits and on EPS of the Company shall also be disclosed
in the Directors’ Report for all the stock options issued by the Company
under the ESOP Plan II 2008 and ESOP Plan IV 2008.
The Company shall conform to all the accounting policies specified and
applicable as per the SEBI Guidelines for the issue of stock options under
the ESOP Plan II 2008 and ESOP Plan IV 2008.
The Directors of the Company or its subsidiary are deemed to be concerned
or interested in the resolution only to the extent of their eligibility, if any,
in the ESOP Plans.
None of the directors are interested in the said resolution
The Board of Directors of your Company recommends this resolution to
be passed as a Special Resolution, for your approval.
Item 12
The Company as a part of its global business expansion programme is
intended to set up business unit / branch in Srilanka and has applied
for opening of a branch office in Srilanka. The Srilankan government
(Registrar of Companies of Srilanka) has required the Company to produce
a resolution of the shareholders of the Company for undertaking business
in that country and the resolution is required to state specifically the
business to be undertaken by the Company and also that the company
shall not engage in any retail trade or export or import or investment in
Srilanka.

The Board of Directors of your Company recommends this resolution to Accordingly, the resolution seeks such approval of the shareholders for
be passed as a Special Resolution, for your approval. the purpose of setting up business/branch office in Srilanka

Item 11 The Board recommends this resolution for your approval.

Subsequent to the public issue of the Company, the statutory registers
of the Company are being maintained electronically at both places i.e. at
the office of the Companies share transfer and registrar agent (M/s Karvy
Computer Share Private Limited) and an electronic back up of the same at
the Company’s registered office. However, considering the fact that the
Companies Act, 1956 read with the securities contract regulations allows
the Company to maintain the statutory registers in the electronic format
at a place other than the registered office of the Company, it is hereby
proposed to seek the approval of the members for keeping the register
of members at a place of the registrar and share transfer agent of the
Company (M/s Karvy Computer Share Private Limited).
None of the directors are interested or concerned in the resolution.
Item 13
The Company had, during the first quarter of financial year 2008-2009
i.e. on May 13, 2008, signed a Share Purchase Agreement(s) (“SPA”) with
Telisma S A and its shareholders to acquire 100% of Telisma S A, France, a
leading provider of speech recognition software for Service Providers and
Enterprises in the telecom sector. Telisma S A (Telisma) is a Company that
is based out of France. Telisma S.A. is specialized in the supply of advice
and services in the communication, telematic, and interactive services
fields and provides a wide range of software services, in particular voice

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recognition software services, for telecom companies. Further, Telisma has The Company has obtained necessary approval of the Foreign Investment
its software solutions focused for major mobile and landline operators. and Promotion Board (FIPB) Govt. of India for investment in Telisma S A.
Telisma has its commercial activities in France. In terms of provisions of Section 81(1A) of Companies Act, 1956 and SEBI
(DIP) Guidelines the resolution seeks the consent of the shareholders in
Further, the Board of Directors had approved the acquisition of Telisma
general meeting for issue and allotment of shares.
for a maximum consideration of € 12,664,270.89 (Euros Twelve Millions
The disclosures pursuant to the SEBI (DIP) Guidelines relating to
Six Hundred Sixty Four Thousand Two Hundred and Seventy Point Eighty
preferential issue are furnished below-
Nine), equivalent to INR 843,721,841.37 (rupees eighty four crores thirty
A) Objects of the Preferential Issue:
seven lakhs twenty one thousand eight hundred and forty one and thirty
seven paise only) consisting of € 11,664,270.89 (Euros Eleven Millions To satisfy the part consideration payable, in terms of Share Purchase
Agreement(s) (“SPA”) with Telisma S A and its shareholders to
Six Hundred Sixty Four Thousand Two Hundred and Seventy Point Eighty
acquire 100% of Telisma S A, France
Nine) equivalent to INR 777,099,621.37 (seventy seven crore seventy
lakhs ninety nine thousand six hundred and twenty one and thirty seven B) Intention of the promoters/directors/key management persons to
subscribe the offer.
paise only) to be paid in cash and €  1,000,000 (Euros One Million)
equivalent to INR 66,622,220 (Rupees six crores sixty six lakhs and No promoter/director/key management person shall subscribe to the
twenty two thousand two hundred and twenty only) to be paid as an offer except for the founders of Telisma and certain employees of
Telisma.
earn out adjustment of Equity shares of OnMobile Global Limited based
on the financial performance of Telisma for the financial year ended C) The Shareholding pattern of the Company before and after the
December 31, 2008 as per the terms of the SPA and all other such related aforesaid preferential allotment stands is given below:
Pre Issue Post Issue
agreements placed before the Board.
Category No. Of Equity % of Pre No. Of Equity % of Post
Accordingly, as per the terms of the SPA and based on the performance of shares Issue Capital shares Issue Capital
a) Promoters
Telisma the Board on June 19, 2009 approved the issue of 76,506 Equity
i. Foreign 25,403,867 43.86 25,403,867 43.81
Shares of OnMobile Global Limited of face value Rs. 10 each representing ii. Indian 7,519,950 12.98 7,519,950 12.97
€ 500,000 (Euros five hundred thousand) equivalent to INR 3,33,10,000 Total (a) 32,923,817 56.85 32,923,817 56.77

(three crores thirty three lakhs ten thousand only) to Laurent Balaine, b) Non promoters
i. MFs/FIIs/
Eric Le Flour, Frédéric Soufflet, founders of Telisma and some of its FIs
12,097,518 20.89 12,097,518 20.86

employees, from the unissued share capital of the Company at a price ii. Bodies
3,096,461 5.35 3,096,461 5.34
Corporate
to be determined in accordance with the Securities and Exchange Board iii. NRI/OCBs 2,978,136 5.14 2,978,136 5.14
of India (Disclosure and Investor Protection) Guidelines, Chapter XIII iv. Indian
6,818,715 11.77 6,818,715 11.76
Public
(hereinafter “SEBI (DIP) Guidelines”) which is Rs. 435.39/- per share at a Total (b) 24,990,830 43.15 24,990,830 43.09
premium of Rs. 425.39/- per share in satisfaction of the part consideration c) Proposed
Nil Nil 76,506 0.13
Investors
payable to them under the SPA and related agreements.
Grand Total
57,914,647 100 57,991,153 100
The Price is arrived at after considering the two below: (a+b+c)

Higher of the below two is considered: D) Proposed time within which the allotment will be complete and the
Aggregate of average of weekly high and low (a) 7,996.40 identity of the proposed allottees
of the closing prices of the shares quoted on Allotment pursuant to the resolution passed at this meeting of the
the stock exchange having the highest trading
shareholders of the Company shall be completed within 15 days
volume during the six months preceding the
‘relevant date’, July 2, 2009 (From January 1, from the date of this resolution. If the allotment is not completed
2009 to July 1, 2009) within 15 days from the date of this resolution a fresh consent of
No. of trading weeks from January 1, 2009 to (b) 26 the shareholder shall be obtained with the revised relevant date
July 1, 2009 applicable.
Average of average of weekly high and low (a)/(b) 307.55
E) The identity of the proposed allottee(s) and % of post preferential
Aggregate of the weekly high and low of the (a) 870.78 issue capital that may be held by them:
closing prices of the shares of the company Name of the proposed allottee(s) Pre-Issue Post Issue
during the two weeks preceding the ‘relevant No. of % of No. of % of
date’, July 2, 2009 (From June 18, 2009 to Equity Pre-Issue Equity Post-Issue
July 1, 2009) Shares Capital Shares Capital
No. of trading weeks from June 18, 2009 to (b) 2 1. Founders of Telisma S A NIL NIL 48,964 0.08
2. Employees of Telisma S A NIL NIL 27,542 0.05
July 1, 2009
TOTAL NIL NIL 76,506 0.13
Average of average of weekly high and low (a)/(b) 435.39
(details of all employees shall be available at the registered office and at the
venue of the AGM)

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Issue Price: The resolution seeks the approval of the members pursuant to Sec 81(1A)
The issue price of share has been determined in accordance with the of the Act to the proposed preferential issue.
provisions of Chapter XIII of SEBI (Disclosure and Investor Protection) The Directors recommend the resolution for approval of the members.
Guidelines, 2000 based on the relevant date – July 02, 2009 A copy of the Share Purchase Agreement dated May 13, 2009 entered into
Lock In: with Telisma S A is available for inspection at the registered office of the
The shares issued under this preferential issue shall be locked in for a period company during the working hours until the date of the meeting.
of 1 year from the date of their allotment.
None of the directors is concerned or interested in the resolution.
Consequential changes, if any, in the Board of Directors / control of the
Company/voting rights:
There will not be any change in the control of the Company as the existing Registered office: By Order of the Board of Directors
promoters will continue to hold majority voting rights and on the Board. No. 26, Bannerghatta Road, For OnMobile Global Limited
There will not be any change on the Board. The change in the voting right JP Nagar, 3rd Phase, Sd/-
of the existing promoters will also not be significant. Bangalore – 560 076, Srikiran D
Auditors Certificate:
India. Company Secretary
The Company has secured the certificate of compliance as required under
the SEBI (DIP) Guidelines from the Statutory Auditors and will be placed
before the shareholders at the meeting. A copy of the same is also available Date: July 2, 2009
at the Company’s website www.onmobile.com. Place: Bangalore

118
 ONMOBILE GLOBAL LIMITED
Registered Office: No. 26, Bannerghatta Road, JP Nagar Phase III, Bangalore – 560076, India

Proxy Form
Ninth Annual General Meeting – August 01, 2009

Regd. Folio No./DP Client ID

I/We………………………………. of ……………… being a member of OnMobile Global Limited hereby appoint ………………………… of
……………….. or failing him/her……………………… of ……………………………. as my/our proxy to vote for me/us on my/our behalf at the
Ninth ANNUAL GENERAL MEETING of the Company to be held at Hotel Royal Orchid, Adjoining KGA Golf course, Airport Road, Bangalore – 560 008,
India, at 10.30 AM IST on Saturday the August 01, 2009 and at any adjournment(s) thereof.
Signed this............... day of .................... 2009
Affix 0.15
........................................... Paise
revenue
Signature of the member stamp
Note: This form, in order to be effective, should be stamped, signed and deposited at the Registered office of the company, not less than 48 hours before
the meeting.
 ……………………………………........………………please tear here………………………………………………………………………

ONMOBILE GLOBAL LIMITED

Registered Office: No. 26, Bannerghatta Road, JP Nagar Phase III, Bangalore – 560076, India

Attendance Slip
Ninth Annual General Meeting – August 01, 2009

Regd. Folio No./DP Client ID

No. of shares held

I/we hereby record my/our presence at the Ninth Annual General Meeting held at Hotel Royal Orchid, Golf Avenue, Adjoining KGA Golf course, Airport
Road, Bangalore – 560 008, India at 10.30 AM on Saturday the August 01, 2009.

……………………………… ….…………………………..
Name of the member/proxy Signature of the member/proxy
(in BLOCK letters)

119