DIRECTORS' REPORT

DEAR MEMBERS,

The Directors take pleasure in presenting the 15th Annual Report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2015

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW Standalone Financials

During 2014-15, the Company recorded net revenue of Rs. 3,460.40 million, a decrease of 15% over the previous year of Rs. 4,062.32 million. The Profit after tax of the Company was Rs. 92.09 million in 2014-15 as compared to a Loss of Rs. 372.99 million in 2013-14. The diluted earnings/(Loss) per share (EPS) for the year 2014-15 was Rs. 0.8 per share as compared to Rs. (3.3) per share in 2013-14.

Consolidated Financials

During 2014-15, the Company recorded consolidated net revenue of Rs. 8,470.50 million, a decrease of 2% over the previous year of Rs. 8,653.13 million. The consolidated Profit/ (Loss) after tax of the Company for the year 2014-15 is Rs. (323.18) million as compared to Rs. (1,319.52) million in 2013-14. The consolidated diluted earnings/ (Loss) per share (EPS) for the year 2014-15 is Rs. (2.9) as compared to Rs. (11.6) per share in 2013-14.

Appropriations Dividend

Your directors are pleased to recommend the following dividend for the financial year ended March 31, 2015 which is payable on

In view of the improved operations of the Company, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements and any other strategic priorities identified by the Company.

After providing for the dividend, the Company proposes to retain Rs. 3,095.20 million in the Statement of Profit and Loss. The Company is not proposing to transfer any amount to reserves from the profits of financial year 2014-15.

Liquidity

As on March 31, 2015, the Company had liquid assets including investments in fixed deposits and Mutual funds of Rs. 1,589.22 million.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company allotted 7,84,834 equity shares (including bonus) on the exercise of stock options under its various Employee Stock Option Plans and accordingly the paid up equity share capital of the Company as on March 31, 2015 stands at 109,220,336 equity shares of face value Rs. 10/-each. (i.e. Rs. 1,092,203,360).

OPEN OFFER BY PROMOTER

OnMobile Systems Inc, the promoters of the Company vide their Detailed Public Statement dated February 11, 2014 announced a voluntary open offer to the Shareholders of the Company for acquisition of 11,900,000 paid up equity shares of Rs. 10/- each representing about 10.16% of the fully diluted voting share capital at Rs. 40/- per share. Subsequently, OnMobile Systems Inc. had issued a letter of offer dated April 3, 2014 to the shareholders. The offer opened on April 25, 2014 and closed on May 9, 2014. After completion of the said open offer process, shareholding of OnMobile Systems Inc has increased from 39,023,703 shares (34.16%) to 50,923,703 shares (44.58%).

During the year under review, the Company bought back 5,800,000 Equity Shares of Rs. 10/- each fully paid being 100% of the maximum offer shares pursuant to the Buyback offer from the Open Market through the Stock Exchange Mechanism. The total amount invested in the Buyback was Rs. 442.79 million including brokerage and other charges. The price at which the shares were bought back was dependent on the price quoted on Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd (NSE). The highest price at which the shares were bought back was Rs. 85.80 per share on BSE and Rs. 85.80 per share on NSE while the lowest price was Rs. 68 per share on BSE and 67.95 per share on NSE (all prices excluding brokerage and other charges). Over all the shares were bought back at an average price of Rs. 76.34 per share (price including brokerage and other charges). The offer was opened on December 22, 2014 and closed on January 15, 2015. The last lot of extinguishment of equity shares in connection with Buyback had completed on January 21, 2015. As a result of this Buy back, the issued and paid-up share capital of the Company has been reduced from 114,253,104 shares to 108,453,104 shares.

SIGNIFICANT EVENTS: 2014- 15

A. Milestone

OnMobile's Ringback Tone (RBT) product now reaches 61 million mobile customers worldwide and delivers approximately 500 million music plays daily. This impressive milestone underscores the growth momentum of one of the principal offerings of the company and confirms OnMobile's leadership position in the mobile music space. The company's RBT is currently deployed across 41 countries through more than 60 top-tier global telecommunications operators.

B. Market Expansion

1) OnMobile signed a deal of five years with Robi to deploy various Ringback Tone and Interactive Voice Response solutions. Part of the Axiata Group, Robi is the 3rd largest mobile operator in Bangladesh with 24 million subscribers and has 21% market share with a savvy subscriber base having high ARPU. With this deployment, OnMobile will power more than 68% of the RBT base in Bangladesh and have relationships with all operators in the country, becoming the provider of choice for these services.

2) OnMobile became the exclusive Caller Ringback Tone partner (RBT) for Tata Teleservices (Tata) in India. OnMobile will centrally manage Tata's Content Management Systems across the Code Division Multiple Access (CDMA) and Global System for Mobile Communications (GSM). This partnership will enable Tata to improve operational efficiency, reduce turnaround time and provide a superior user experience to all its subscribers. Signed for an initial term of 3 years, this deal will allow Tata's CDMA subscribers to access a slew of RBT features which were earlier available only for GSM subscribers.

3) OnMobile deployed its signature Ringback Tone product in Brazil. The company was selected by Oi, a prominent telecommunications player that serves 75 million Brazilians, as its official RBT partner in that country. This partnership has increased OnMobile's market share in Brazil significantly and strengthened its already strong presence in Latin America, a key market for OnMobile. It also bears testimony to the company's proven track record in executing and managing comprehensive, fully-managed RBT offerings globally.

C. Divestiture

OnMobile divested its French subsidiary Voxmobili S.A to Synchronoss Technologies Inc. as per the Share Purchase Agreement with Synchronoss Technologies signed in May 2014. With the closure of this deal, the company realized approximately USD 26 million subject to escrows and other conditions customarily contracted as part of such deals. The sale of Voxmobili is in line with OnMobile's strategy of focusing on its core products.

D. Management update

Jacks Sterenfeld was appointed as Vice President for Latin America. He brings with him over 20 years of international sales and general management experience, with a focus on Latin America. Previously, he had been working for Telefonica for the past 11 years in various executive roles.

INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE

COMPANY

As on March 31, 2015, the Company has 44 Subsidiaries. During the year under review, OnMobile Latam Holding S.L. was incorporated in Spain as a wholly owned subsidiary.

Sale of Voxmobili S.A.: Equity shares held by the Company in Voxmobili S.A, one of the subsidiaries of the Company have been sold through OnMobile Europe B.V. and Onmobile S.A with effect from July 11, 2014. Hence, Voxmobili S A has ceased to be a subsidiary of the Company. The said sale was approved by the shareholders through postal ballot resolution dated June 20, 2014.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries of the Company in Form AOC-1 is given in Annexure I.

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

NEW LOCATIONS

The Company continued its expansion internationally during this year as well. The Company has signed various important global contracts during the year under review. As part of the Company's global expansion strategy, the Company has setup a new branch office in Guinea Conkary. The Company has incorporated a new subsidiary- OnMobile Latam Holding S.L. in Spain.

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 2014-15 and the date of this report affecting the financial position of the Company.

OPERATIONAL EFFICIENCY

Operational efficiency at OnMobile is a continual endeavor. Over the past year, apart from the constant platform innovation and upgrades, we focused on the following initiatives to improve efficiency and reduce operational costs. The Delivery, Operations and Engineering teams jointly drove the following efforts:

Automation & Optimization: All repetitive tasks were reviewed from a monitoring and automation perspective. Manual tasks were automated wherever possible and other tasks were re-engineered to reduce the time spent to complete the tasks. A site wise usage monitoring GUI was also provided which allowed the operations teams, irrespective of their location, to view the status and usage of the hardware and software components in production.

Operations team optimization: The Operations team was consolidated under the Global Network Operations Centre (GNOC). This removed geographical overlaps and brought in efficiency. Automation also helped reduce the operations team size over the last year. The GNOC teams are continually working on streamlining the operations process and better manage the customer Service Level Agreements (SLAs) with their 24/7 service desks.

Configuration management: As part of the operational efficiency drive we have created a configuration management tool for our key platforms, so that the centralized operations teams can remotely configure the services at site. This will help reduce the errors in configuration at the multiple sites, and ensure that the configuration backups are always available at a central site for restoration or trouble shooting in case of an error.

INFRASTRUCTURE

OnMobile is going strong with more than 40 offices across the globe and 2.25 lakh square feet of office space. The offices are categorized as virtual office, business centers and leased offices. The largest facility is the Electronic city office in Bangalore with

1.30 lakh square feet of office space. All the OnMobile facilities are well equipped with good working atmosphere and high level of security and safety competency. Regular planned preventive measures are in place to avoid downtime and ensure business continuity.

OnMobile services to customers across 150 cities and towns in India. It has 9 regional warehouses catering to internal hardware movement and supporting operations of more than 2,500 IT internal servers across India. OnMobile is a truly global company which is spread across 53 countries and enjoys long-term partnerships with global telecom operators.

HUMAN RESOURCES MANAGEMENT

People world of OnMobile

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 we transform ourselves to be a part of a new age technology world, we will continue to nurture a common culture among our globally diversified workforce.

Our focus for the year 2014-2015 was to create a highly engaged workplace. We emphasized on learning and skill development, identifying and rewarding our talent and corporate social responsibilities events

Learning and Skill Development

Skill development is a priority at OnMobile. We believe that if employees are given the opportunity to continually advance professionally, then it increases our ability to achieve our short and long term business objectives.

In the year 2014 - 2015, we implemented an online learning tool. Employees have access to a robust portfolio of technical courses and courses on soft-skills and business skills, with about 250 courses offered online to our global workforce. The response has been overwhelming as it allows learning anywhere and anytime.

We continue to offer a comprehensive suite of programs to all levels of management, from coaching for performance evaluation to specialized classroom learning. We are especially focused on strengthening our general management abilities.

Identifying and Rewarding Critical Talent

In early 2014, we implemented a framework to retain our critical talent. One of key features of the framework was to introduce and implement differential reward system for critical workforce. We also introduced ESOP based compensation program to participate in the long term success of OnMobile.

OnMobile believes in hiring best talent and thus has a very strenuous hiring process based on the role. The process includes hiring from best colleges and from reputed organizations.

Throughout 2014, we continued to recruit employees throughout the world, with particular emphasis on emerging markets. We added 214 people across the globe - our people count in March 2015 was 1,145.

In our 2015 talent engagement survey, a general survey of all employees conducted every year, we achieved an overall employee engagement score of 70% as compared to the engagement score of 60% in the year 2014. We attribute this to the implementation of initiatives such as effective goal setting process, organization restructuring (which resulted in enriched roles within the organization leading to higher productivity) and a huge focus on skill development.

CORPORATE SOCIAL RESPONSIBILITY

In the year 2014-15, OnMobile continued support towards "Education" as a social cause through Give India Payroll giving program. The Company had tie-ups with few NGOs during Indian festivals.

We are currently working on our social investment strategy wherein we could leverage our technology to support a social cause.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on July 31, 2014. The CSR committee charter and the CSR Policy of the Company are available in the below website link: <http://www.onmobile.com/sites/default/files/cg_policy/> Corporate_Social_Responsibility_Policy.pdf

The Annual report on our CSR activities is appended as Annexure VII to the Director's report.

RESEARCH AND DEVELOPMENT

During the fiscal year ending March 31, 2015, OnMobile executed a transformation of its R&D operations. The transformation followed three main pillars: focus, agility and user experience.

A more focused R&D force

OnMobile executed the consolidation of its research and development centers around three main locations: Bangalore, Paris (France) and St-Ives (United Kingdom), each of those centers have clear responsibilities and areas of expertise. In Bangalore, the engineering workforce has deep expertise on large-scale platforms supporting billions of calls per days and complex telecommunication systems. In Paris, the product development team is specialized in mobile applications and user experience, in St-Ives, the R&D is focused on developing content storefronts, the backbone of our CVAS offering.

The number of products has also been reduced significantly in order to focus on the ones with the most potential and increase efficiency.

A more agile product development process

Through extensive agile development training and the use of the latest cloud-based collaboration tools such as Slack and In-vision, the product development process has been completely reshaped. In the past, OnMobile used to follow waterfall development process, a process popular among Telco companies. While still using some of it for the largest back-end development work, the R&D force is now organized in small multi-disciplinary teams working in an agile way to iterate quickly on prototypes and deliver new products faster.

A greater emphasis on user experience

In 2013, the Consumer Connect initiative was started. This initiative was about gathering consumer insights through the analysis of the very large amount of data that the OnMobile platforms manage. The initiative is still continuing and it is showing great value to our services by helping us reduce churn and grow usage. This also helped OnMobile identify opportunities and pain points. In order to fix those pain points, the user experience team has been ramped up with the addition of new user interface designers and interaction designers. This fiscal year has been about transforming the way the research and development workforce operate. It is now faster, more efficient and much more focused. The next fiscal year is going to be about the massive upgrade of our ringback tone platform to enable new products and new operational models.

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 certificate(s) from the auditors of the Company, M/s Deloitte Haskins & Sells, Chartered Accountants, and independent Practicing Company Secretary, Parameshwar G 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 Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is presented in the separate section forming part of the Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

At the last Annual General Meeting of the Company held on September 10, 2014, Naresh Malhotra, Rajiv Khaitan, Harit Nagpal, Bruno Ducharme and Nancy Cruickshank were appointed as Independent Directors, pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Rajiv Pancholy was appointed as an Additional Director and Managing Director w.e.f June 26, 2014 and shareholders at their meeting held on September 10, 2014 approved the appointment of Rajiv Pancholy as 'Managing Director and CEO' for a period of five years with effect from June 26, 2014.

Francois-Charles Sirois was appointed as an Additional Director on the Board of the Company on June 26, 2014. Francois-Charles Sirois is currently President and Chief Executive Officer of Telesystem, a media and technology holding. He is also the President and Chief Executive Officer of OnMobile Systems Inc., the largest shareholder of the company. Further, the Board of Directors at their meeting held on October 30, 2014 appointed Francois-Charles Sirois as 'Executive Chairman' of the Company for a period of five years w.e.f November 1, 2014. Pursuant to the provisions of Sections 196, 197 and 203 read with Schedule

V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, approval of the shareholders by special resolution to the appointment of Francois-Charles Sirois as the Executive Chairman of the Company is being sought at the forthcoming AGM. An application has been made to Central Government on January 24, 2015 seeking approval for the appointment of Francois as Executive Chairman and for payment of remuneration.

Praveen Kumar was appointed as Chief Financial Officer (CFO) of the Company w.e.f September 4, 2014 to lead the company's global financial operations. Being with the company since 2006, he is an OnMobile veteran and has been an integral part of OnMobile's various growth phases and transitions, including the IPO in 2007. His areas of expertise and responsibilities include financial accounting and reporting, revenue assurance, systems implementation, partnering with business on strategic initiatives, treasury management, taxation and investor relations.

Rentala Chandrashekhar was appointed as an additional director w.e.f October 8, 2013, but due to policy decisions in his current organization, he resigned on April 29, 2014.

Chandramouli Janakiraman has resigned as Managing Director and Chief Executive Officer with effect from June 2, 2014. Further, he resigned from the directorship of the Company with effect from June 26, 2014.

Barry White has resigned from the directorship of the Company with effect from August 14, 2014.

H.H. Haight has resigned from the directorship of the Company with effect from August 20, 2014.

Harit Nagpal, Naresh Malhotra and Bruno Ducharme have resigned from the directorship of the Company w.e.f July 30, 2015.

Sanjay Baweja was appointed as an Additional Director of the Company by the Board with effect from May 28, 2015. Further, Nehchal Sandhu and Pascal Tremblay were appointed as Additional Directors of the Company with effect from August 1, 2015 pursuant to the provisions of Section 161 of the Companies Act, 2013 and they hold office until the date of the ensuing Annual General Meeting. It is proposed to appoint them as Independent Directors of the Company pursuant to Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 at the forthcoming Annual General Meeting.

AUDITORS' APPOINTMENT

Deloitte Haskins & Sells, Chartered Accountants, were appointed as Auditors of the Company by the shareholders at the last AGM held on September 10, 2014 to hold office until the conclusion of the 17th (Seventeenth) AGM of the Company to be held during the calendar year 2016-17. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every AGM. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants as Auditors of the Company is placed for ratification of the shareholders at the ensuing AGM. The Company has received a  certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act 2013.

SECRETARIAL AUDIT

The Board of Directors of the Company had appointed Parameshwar G Hegde, Practicing Company Secretary to conduct the Secretarial Audit pursuant to the provisions of Section 204 for the financial year ended March 31, 2015 and the Secretarial Audit Report is appended as Annexure IX.

COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors of the Company in the audit report and by the Secretarial Auditor for the financial year ended March 31, 2015 in the secretarial audit report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They have selected 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.

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

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

NUMBER OF MEETINGS OF THE BOARD

The Board met eight times during the financial year 2014- 15 viz., May 3, 2014; May 29, 2014; June 26, 2014; July 31, 2014; September 4, 2014; October 30, 2014; December 11, 2014 and February 5, 2015. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, there are currently Five Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

BOARD INDEPENDENCE

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:

a) Rajiv Khaitan

b) Naresh Malhotra*

c) Harit Nagpal*

d) Nancy Cruickshank

e) Bruno Ducharme*

f) Sanjay Baweja*

g) Nehchal Sandhu*

h) Pascal Tremblay*

* Appointed during the year by the Board and approval of the shareholders for their appointment as Independent Directors is being sought at the forthcoming Annual General Meeting.

* Resigned from the directorship of the Company w.e.f. July 30,

2015.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

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

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure III to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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

RISK MANAGEMENT POLICY

The Board of Directors at their meeting held on October 30, 2014 constituted a Risk Management Committee in accordance with Clause 49 of the Listing Agreement. The Company has formulated a risk management policy to facilitate setting up a framework for risk assessment and minimization procedures. A copy of the risk management policy is appended in this report as Annexure IV and is placed on the website of the Company at www.onmobile.com

VIGIL MECHANISM

Directors and employees to report their genuine concern. The details of the same are explained in the Corporate Governance Report.

EVALUATION OF PERFORMANCE OF BOARD/DIRECTORS

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its performance and the Directors individually. For this purpose the Board had engaged a third party with experience in carrying out such evaluation of Board and the findings were shared individually with the Board Members as well as the Chairman.

In addition to the above, the Board has carried the evaluation of the working of its Audit Committee, Nomination and Compensation Committee and Stakeholders Relationship Committee.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report in Annexure V.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI(A) to the Directors report

A statement showing details of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more per annum or employed for part of the year and in receipt of Rs. 5 lakh or more per month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure VI(B) to Directors report.

FIXED DEPOSITS

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

EMPLOYEE STOCK OPTION SCHEMES

Pursuant to the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules,

2014, the Company approved following Employee Stock Option Schemes i.e. Employee Stock Option Plan-I, 2003, Employee Stock Option Plan-II, 2003, Employee Stock Option Plan-III, 2006, Employee Stock Option Plan-I, 2007, Employee Stock Option Plan-II, 2007, Employee Stock Option Plan-I, 2008, Employee Stock Option Plan-II, 2008, Employee Stock Option Plan-III, 2008, Employee Stock Option Plan-IV, 2008, Employee Stock Option Plan-I, 2010, Employee Stock Option Plan-II, 2010 ; Employee Stock Option Plan I, 2011, Employee Stock Option Plan I, 2012 and Employee Stock Option Plan I, 2013 for granting stock options to its employees.

All the schemes endeavor to provide incentives and retain employees who contribute to the growth of the Company. A summary disclosure in compliance with Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014, forms part of this report as Annexure VIII and the complete details have been disclosed under Notes to the financial statements which form part of the Annual Report. During the year under review, there has been no variation in the terms of ESOP schemes.

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express their appreciation to the customers, shareholders, investors, vendors and bankers who have supported the Company during the year. The Directors place on record their appreciation to the OnMobilians at all levels for their contribution to the Company. The Directors would like to make a special mention of the support/co-operation extended by the various departments of the Government of India, particularly the Special Economic Zone, 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 Corporate Affairs, Securities and Exchange Board of India, Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd, National Securities Depository Limited and Central Depository Services (India) Limited and look forward to their support in all future endeavors.

For and on behalf of the Board of Directors

Francois-Charles Sirois

Executive Chairman

Place : London

Date : July 30, 2015