Board of R Systems International approves proposal for buyback of shares

At meeting held on 14 September 2016

R Systems International announced that the Board of Directors of the Company at its meeting held on 14 September 2016, which commenced at 09:00 A.M. and concluded at 11:15 A.M. has inter alia approved the following:

1. A proposal for Buyback of Equity Shares of the Company, for an aggregate amount not exceeding Rs. 19,50,00,000/- (Rupees Nineteen crores Fifty Lakhs only) (hereinafter referred to as the Maximum Buyback Size) being 9.88% of the total paid-up equity capital and free reserves of the Company as on 31 December 2015, at a price of Rs. 65/- (Rupees Sixty Five only) per Equity Share (hereinafter referred as Buyback Price) from all existing shareholders of the Company on the record date determined by the Board of Directors i.e. Friday, September 30, 2016, on a proportionate basis through Tender Offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (Buyback Regulations) (including any statutory modification(s) or re-enactment of the Act or Buy-back Regulations, for the time being in force) and the Companies Act, 2013 and rules made thereunder. The Maximum Buyback Size, excludes transaction costs viz. fees of various agencies, brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc. (Transaction Costs). At Buyback Price, the buyback translates into 3,000,000 Equity Shares of the Company, representing 2.36% of the total paid up equity share capital of the Company as on 31 December 2015.

2. Constitution of the Buyback Committee and delegation of its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.

3. Appointment of Motilal Oswal Investment Advisors as the Manager to Buyback Offer, Link Intime (India) as Registrar and Investor Service Centre, and Ashish Thakur, Company Secretary as Compliance Officer for the purpose of the Buyback.

Further, The Board also noted the intention of the members of the promoter and promoter group of the Company to participate in the proposed Buyback.

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