Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

OnMobile Global Limited

Meeting Details

The 26th Annual General Meeting will be held on Tuesday, August 11, 2026 at 4:00 PM IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM) pursuant to multiple circulars from the Ministry of Corporate Affairs and SEBI. The venue is deemed to be the registered office at E City, Tower-1, No.94/1C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore - 560100, Karnataka, India.

Proposed Resolutions and Implications

Ordinary Business

Item No. 1: Adoption of audited financial statements (including consolidated financial statements) for the financial year ended March 31, 2026, and reports of Board of Directors and auditors thereon.

Item No. 2: Appointment of François-Charles Sirois (DIN: 06890830) as Director liable to retire by rotation.

Special Business

Item No. 3: Appointment of Leo Olebe (DIN: 11698973) as Independent Director for 5 years from May 18, 2026 to May 17, 2031 (Special Resolution). Leo Olebe brings 25+ years of global leadership experience in gaming and media businesses at Microsoft, YouTube, Google, Meta and Disney.

Item No. 4: Approval for payment of bonus of EURO 75,795 to François-Charles Sirois from OnMobile Global Spain S.L for FY 2025-26 in addition to previously approved remuneration (Ordinary Resolution).

Item No. 5: Approval for revision of remuneration payable to François-Charles Sirois from OnMobile Global Spain S.L for remaining tenure from April 1, 2026 to June 26, 2029: Fixed Pay EURO 546,419 per annum + Variable Pay 50% of Fixed Pay (Ordinary Resolution).

Item No. 6: Revision of remuneration for Radhika Venugopal, Whole-time Director & CFO from April 1, 2026 to March 26, 2027: Fixed Pay INR 20,000,000 + Variable Pay INR 6,666,500 + 340,008 ESOPs outstanding (Special Resolution).

Item No. 7: Re-appointment of Radhika Venugopal as Whole-time Director & CFO for 3 years from March 27, 2027 to March 26, 2030 on same remuneration terms (Special Resolution).

Item No. 8: Payment of remuneration to non-executive directors including Independent Directors not exceeding 5% of net profits or INR 25 million per annum (whichever higher) for 3 years from April 1, 2026 to March 31, 2029 (Special Resolution).

Item No. 9: Material related party transactions with ONMO Inc for aggregate value not exceeding INR 1,050 million during FY 2026-27 (Ordinary Resolution).

Item No. 10: Material related party transactions between OnMobile USA LLC and ONMO Inc for aggregate value not exceeding INR 1,050 million during FY 2026-27 (Ordinary Resolution).

Item No. 11: Material related party transactions between OnMobile Global Spain S.L and ONMO Inc for aggregate value not exceeding INR 650 million during FY 2026-27 (Ordinary Resolution).

Voting Process and Methods

The company will provide remote e-voting facility through Central Depository Services (India) Limited (CDSL). The e-voting period commences on Friday, August 7, 2026 at 9:00 AM IST and ends on Monday, August 10, 2026 at 5:00 PM IST. Shareholders as of the cut-off date August 4, 2026 may cast their votes electronically. Facility for voting during the AGM will also be available for shareholders who have not voted remotely.

Scrutinizer Appointment

The Board has appointed Pramod S M, BMP & Co. LLP (FCS 7834 COP No. 13784) or failing him CS Biswajit Ghosh, BMP & Co. LLP (FCS: 8750 COP NO.: 8239), Practicing Company Secretaries as Scrutinizer to conduct the e-voting process in a fair and transparent manner.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Ministry of Corporate Affairs Circulars: 20/2020, 14/2020, 17/2020, 02/2021, 19/2021, 21/2021, 2/2022, 10/2022, 09/2023, 09/2024, 03/2025
  • SEBI Circulars: SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/PoD-2/P/CIR/2023/4, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133

Additional Information

  • Register of Members and Share Transfer Books shall remain closed from August 5, 2026 to August 11, 2026 (both days inclusive)
  • The company incurred a loss of INR 35.49 million in FY 2025-26 compared to profit of INR 84.45 million in FY 2024-25
  • Turnover was INR 1,801.60 million in FY 2025-26 compared to INR 2,393.13 million in FY 2024-25
  • Explanatory statements provide detailed justifications for each resolution, including benchmarking exercises conducted with AON for remuneration revisions
  • Detailed annexures provide comprehensive disclosures for related party transactions as per SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025