OnMobile Global

1.  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.
 
 2.  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).
 
 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).
 
 3.  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 Founders 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 under the
 share purchase agreement as below:
 
 a.  Euros 10.78 Million in Cash
 
 b.  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
 
 c.  Euros 0.36 Million in form of equity shares subsequent to an earn
 out valuation adjustment as mentioned in the share purchase agreement,
 payable to the Minority vendors of Telisma.
 
 Accordingly, the Company has paid Euros 10.78 Million of which Euros
 0.90 Million are paid into an escrow account which would be released to
 the founders at the end of 24 months on satisfaction of certain
 conditions. The balance consideration of Rs. 66.93 Million is included
 in the deferred payment liability in the Balance Sheet.
 
 4.  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.  1.22
 Million ( Euros 0.02 Million) towards 18,000 equity shares.
 
 5.  Additional Investment in Ver se Innovation Private Limited
 
 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 maybe agreed by and between the parties as
 per the terms and conditions of the subscription cum shareholders
 agreement.
 
 6.  Group Restructuring Plan
 
 Pursuant to a Group restructuring plan, during the year the Company has
 transferred the share holdings in its wholly owned subsidiaries Vox
 Mobili S.A. and Telisma S.A. to a newly formed subsidiary OnMobile
 Europe B.V.
 
 7.  Deferred Payment liability also includes:
 
 a.  Euros 0.50 Million (Rs. 33.74 Million) being balance consideration
 outstanding at the year end relating to acquisition of Vox Mobili S.A.
 during 2007-08 and
 
 b.  Rs. 27.90 Million being balance consideration payable over one year
 outstanding at the year end relating to acquisition of Intellectual
 Property Rights.
 
 8.  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.
 
 9.  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.