ONMOBILE GLOBAL LIMITED Tower #1, 94/1 C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore - 560100, Karnataka, India P: +91 80 4009 6000 | F: +91 80 4009 6009 CIN - L64202KA2000PLC027860 Email - [email protected] www.onmobile.com April 15, 2020 To, The Secretary The Secretary BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra East Mumbai-400 001 Mumbai – 400 051 BSE Symbol: 532944 NSE Symbol : ONMOBILE Dear Sir/ Madam, Sub: Submission of Public Announcement published in Newspapers for the Buyback of the equity shares from the open market through Stock Exchanges We are pleased to inform you that the Company has issued a Public Announcement dated April 14, 2020 for the Buyback of its Equity shares from the open market through Stock Exchanges methodology (“Public Announcement”). The Public Announcement has been published on April 15, 2020 in the following newspapers: - Financial Express - English (All Editions) - Jansatta - Hindi (All Editions) - Hosadigantha - Kannada (Bangalore Edition) Copies of the same are enclosed herewith, please take the same on record. Thanking you, Yours Sincerely, For OnMobile Global Limited P V Varaprasad Company Secretary Encl: as above ���������� ����� ��� ���� �� ������������������������ ������������������������ ���������� ����� ��� ���� ��������� ������� �� � ���������� �� ��������� ���� ���������� �� ��������� ���� � Registered Ofce: E City, Tower #1, No.94/1C & 94/2, Veerasandra Village, Attibele Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore, Karnataka - 560 100 Tel.: +91 80 40096000 / 41802500, Fax: +91 80 40096009 / 41802810, Email: [email protected] Website: www.onmobile.com. ONMOBILE GLOBAL LIMITED Company Secretary and Compliance Ofcer: P V Varaprasad Corporate Identication Number (CIN) - L64202KA2000PLC027860 PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS / BENEFICIAL 5. DETAILS OF SHAREHOLDING OF PROMOTER, PROMOTER GROUP AND OTHER DETAILS Annexure A OWNERS OF THE EQUITY SHARES OF ONMOBILE GLOBAL LIMITED FOR THE BUYBACK OF EQUITY 5.1 Details of aggregate shareholding of the promoter, promoter group and of the directors of the Statement of computation of amount of permissible capital payment towards buyback of Equity Shares in SHARES FROM THE OPEN MARKET THROUGH STOCK EXCHANGES UNDER THE SECURITIES AND promoters, and of persons who are in control of the company as on the date of Board Meeting accordance with Section 68 of the Companies Act, 2013 (“the Act”) and Securities and Exchange Board of EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS, 2018, AS AMENDED. approving the Buy-back is as below: India (Buy-Back of Securities) Regulations 2018 (“the Regulation”) % Equity Computation of amount of permissible capital payment (including premium) towards proposed buy back of This Public Announcement (the “Announcement”) is made pursuant to the provisions of Regulation 13 read Name of the Promoter / Promoter Group Number of Equity Shareholding equity shares in accordance with Act and the Regulation based on the audited nancial statements for the year with Regulation 16 of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, S.No / Persons who are in control Shares in the Company ended 31 March 2019: 2018, as amended (the “SEBI Buy-Back Regulations”), and contains the disclosures as specied in the A. Promoter and Promoter Group (All amounts in millions of `) applicable provisions of Schedule IV to the SEBI Buy-Back Regulations. OnMobile Systems Inc. 50,923,703 48.18 Particulars Standalone Consolidated OFFER FOR BUY-BACK OF EQUITY SHARES OF FACE VALUE OF `10/- (RUPEES TEN) EACH FROM OPEN TOTAL (A) 50,923,703 48.18 Paid up equity share capital as at 31 March 2019 (A) 1,056.96 1,056.96 MARKET THROUGH STOCK EXCHANGES. 5.2 The promoter, promoter group and the directors of the corporate promoters, and persons who are in Free Reserves as at 31 March 2019#: Part A - Disclosures in accordance with Schedule I of the SEBI Buy-Back Regulations control of the Company have not purchased or sold any Equity Shares during a period of six (6) Securities Premium 2,403.49 2,403.49 1. THE DETAILS OF BUYBACK OFFER AND OFFER PRICE months preceding the date of Board Meeting i.e., April 09, 2020. General Reserves 13.20 13.20 1.1 Pursuant to the provisions of Sections 68, 69, 70, and all other applicable provisions, if any, of the 6 NON-PARTICIPATION OF PROMOTERS AND PROMOTER GROUP Retained Earnings 3,481.65 1,936.39 Companies Act, 2013, as amended (the “Companies Act” or “Act”) and in accordance with the 6.1 In accordance with the provisions of Regulation 16(ii) of the SEBI Buyback Regulations, the Buyback Total Free Reserves (B) 5,898.34 4,353.08 Companies (Share Capital and Debentures) Rules, 2014, as amended(the “Share Capital Rules”) to shall not be made by the Company from the Promoters or the Promoter Group and persons who are in Total (A+B) 6,955.30 5,410.04 control of the Company. Further, in compliance with Regulation 24(i)(e) of the SEBI Buyback the extent applicable, and the provisions of the Buyback Regulations, Article 59 of the Articles of Maximum amount permissible for buy back under section 68 Regulations, the Promoters or the Promoter Group and Persons who are in control of the Company Association of the Company, and pursuant to the resolutions passed by the Board of Directors of of the Companies Act, 2013 i.e. 10%of total paid-up equity the Company (the “Board” or the “Board of Directors”) at their meeting held on 09th April, 2020 shall not deal in the shares or other specied securities of the Company in the stock exchange or off share capital and free reserves 695.53 541.00 market, including inter-se transfer of Equity Shares amongst them during the period from the date of (the “Board Meeting”) approved the buyback of the Company’s fully paid-up equity shares of the Amount of buy back approved by the Board of Directors at their board approval till the closing of the Buyback. face value of ` 10 (Ten) each (the “Equity Shares”) from its shareholders/benecial owners, other meeting held on 9 April 2020 541.00 541.00 than those who are the members of promoters, promoter group and persons in control of the 7 NO DEFAULTS # The above calculation of the paid-up Equity Share Capital and Free Reserves as at 31 March 2019 for Company (herein after collectively referred to as the “Promoters”) from the open market through 7.1 The Company conrms that there are no defaults subsisting in the repayment of deposits or interest Buyback of equity shares is based on the amounts appearing in the audited standalone and consolidated stock exchange mechanism i.e. using the electronic trading facilities of the Stock Exchanges for a payable thereon, redemption of debentures or preference shares, payment of dividend to any nancial statements of the Company for the year ended 31 March 2019. These nancial statements of the total amount not exceeding ` 5,410.00 Lakhs (Rupees Five Thousand Four Hundred Ten lakhs only) shareholder or repayment of any term loan or interest payable thereon to any nancial institution or Company are prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under bank. Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) (the “Maximum Buyback Size”), and at a price not exceeding ` 28/- (Rupees Twenty Eight only) per Rules, 2015. Equity Share (“Maximum Buyback Price”), payable in cash (the process being referred hereinafter 8 CONFIRMATION BY THE BOARD OF DIRECTORS OF THE COMPANY Notes: as “Buyback”). The Maximum Buyback Size and Maximum Buyback Price do not include brokerage 8.1 The Board has conrmed on the date of the Board Meeting, i.e. April 09, 2020 that they have made full costs, fees, turnover charges, taxes such as securities transaction tax and goods and service tax (if 1. The aforesaid statement has been prepared in connection with the proposed buy-back of inquiry into the affairs and prospects of the Company and that they have formed the opinion: 19,321,429 equity shares at a price of INR 28 per share aggregating to INR 541 million. The share any), stamp duty and income tax payable on Buy-back and any other incidental charges and related i. that immediately following the meeting of the Board of Directors at which the proposal for Buyback proposed for buy-back have been determined in accordance with the provisions of the Companies expenses (“Transaction Costs”). was approved i.e., April 09, 2020 there will be no grounds on which the Company can be found Act 2013 and SEBI Buy-Back Regulations. 1.2 The Maximum Buyback Size represents 7.778% and 9.999% of the aggregate of total paid-up share unable to pay its debts; 2. Board of Directors have in their meeting on 9th April 2020, formed an opinion on reasonable grounds capital and free reserves of the Company based on the audited standalone and consolidated nancial that the Company, having regard to its state of affairs, will not be rendered insolvent within a period ii. as regards the Company's prospects for the year immediately following the date of Board Meeting of one year from the aforesaid date. statements of the Company respectively, as at March 31, 2019 (being the date of the last audited at which the proposal for Buyback was approved and declared by the Board i.e., April 09, 2020 and nancial statements of the Company), The Buyback period extends from April 09, 2020, i.e., the date having regard to the Board's intentions with respect to the management of the Company's For and on behalf of of the Board approval to the date on which the nal payment of consideration for the Equity Shares OnMobile Global Limited business during that year and to the amount and character of the nancial resources which will in Ganesh Murthy bought back by the Company is made (“Buyback Period”).