Ramco Systems Ltd — Capital/Financing Update 2023

Feb 1, 2023

ramco

February 01, 2023

National Stock Exchange of India Ltd., BSE Ltd., Exchange Plaza, 5th Floor Corporate Relationship Department Plot No:C/1, C Block Phiroze Jeejheebhoy Towers Bandra Kurla Complex, Bandra (E) Dalal Street, Mumbai -^{400 001} Mumbai -400 051 Scrip: 532370 Scrip: RAMCOSYS

Dear Sir/Madam,

• Sub:Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("SEBI LODR Regulations") -Allotment of Warrants & Equity Shares on Preferential Basis
• Ref 1: Company's Board Meeting Outcome dated 22.12.2022 & 01.02.2023 and Postal Ballot Voting Results intimation dated 21.01.2023 and
• 2: Intimation dated 01.02.2023 regarding Allotment of Warrants & Equity Shares on Preferential Basis

In the Allotment Intimation under Ref 2 above, under Item No.1, the amount of receipt from Mr. P R Venketrama Raja has inadvertently been mentioned as Rs.9,99,999,9991- instead of Rs.9,99,99,999/-. The error is regretted. The revised intimation is given below:

In continuation to our above referred intimations, pursuant to Regulation 30 and other applicable provisions of the SEBI LODR Regulations, we wish to inform you that pursuant to the approval of the Members of the Company (by way of Postal Ballot through e-voting) and in-principle approvals received from National Stock Exchange of India Limited and from BSE Limited dated January 18, 2023; the Board of Directors of the Company at its meeting held today i.e., February 01, 2023 has inter alia approved the allotment of the securities on a preferential basis to the Allottes as below:

Allotment of 14,59,854 (Fourteen Lakhs Fifty Nine Thousand Eight Hundred Fifty Four) fully convertible equity warrants ("Warrants") at an issue price of Rs. 274/- (Rupees Two Hundred Seventy Four Only) (including a premium of Rs. 264/-) per Warrant on a preferential basis to Mr. P R Venketrama Raja, pursuant to receipt of Rs.9,99,99,999/-, being 25% of the full value of consideration. Each Warrant is convertible into one fully paid-up Equity Share of Rs. 10/- each, on payment of balance 75% of the total consideration, in one or more tranches, within a period of 18 months from the date of allotment. The details of the Allottee is as follows:

of the Proposed Name Allottee	Category	Warrants allotted 14,59,854
Venketrama Raja Mr. R P	Promoter
Total	14,59,854

1. Allotment of 43,79,561 (Forty Three Lakhs Seventy Nine Thousand Five Hundred Sixty One) Equity Shares of face value Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 274/- (Rupees Two Hundred Seventy FourOnly) (including a premium of Rs. 264/-) perEquity Share, pursuantto receiptofRs. 1,19,99,99,714/ being the full value of consideration, on a preferential basis. The details of the Allottees are as follows:

of the Proposed Name Allottee	Category	Equity Shares allotted
Ramco Industries Limited	Group Promoter	16,42,335
- Atyant Capital India Fund	Promoter Non-	13,68,613
Vanderbilt University	Non- Promoter	13,68,613
Total	43,79,561

Ramco Systems Limited

Corporate Office: 64, Sardar Patel Road, Taramani, Chennal 600 113, Tamilnadu, India. Tel: +91 44 2235 4510 / 6653 4000, Fax: +91 ⁴⁴ 2235 5704 ^I CIN : L72300TN1997PLC037550

Registered Office: 47, P.S.K. Nagar, Rajapalayam 626 108, Tamilnadu, India.

Global Offices: India ^I Singapore ^I Malaysia ^I Indonesia ^I HongKong ^I China ^I Vietnam ^I Macau ^I Japan ^I Philippines ^IAustralia ^I New Zealand ^I UAE ^I Saudi Arabia ^I USA ^I Canada ^I United Kingdom ^I Germany ^ISwitzerland ^I Spain ^I Sudan ISouth Africa www.ramco.com

Further, the securities allotted on preferential basis shall be subject to such lock-in restriction as prescribed under Chapter V of the SEBI LODR Regulations.

The requisite disclosure as required in terms of Para A ofPart A ofSchedule Illof Regulation 30 of the SEBI LODR Regulations read with Securities and Exchange Board of India ("SEBI") Circular No CIR/CFD1CMD14/2015 dated September 9, 2015, are provided in Annexure I, enclosed herewith.

Pursuant to the allotment of the said Equity Shares, the total paid-up share capital of Ramco Systems Limited ("Company") has increased from 3,08,18,482/- (Three Crores Eight Lakhs Eighteen Thousand Four Hundred and Eighty Two) equity shares of Rs.10/- each to 3,52,27,756/- equity shares* (Three Crores Fifty Two Lakhs Twenty Seven Thousand Seven Hundred and Fifty Six) of Rs.10/- each.

*lncluding the 29,713 equity shares of Ps. 10/- each allotted pursuant to exercise of Employees Stock Option Schemes on January 20, 2023.

The aforesaid intimation is also being hosted on the website of the Company www.ramco.com

Kindly take on record the same.

Yours sincerely, For RAMCO SYSTEMS LIMITED VIJAYA RAGHAVAN Digitally signed by VIJAYA RAGHAVAN Date: 2023.02.01 18:18:32 +05'30'

VIJAYARAGHAVAN N E COMPANY SECRETARY

End.: Annexure I

Annexure I

Disclosure pursuant to Pam A ofPart A of Schedule III of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No CIRJCFD/CMD/4/2015 dated September 9, 2015

Preferential Issue (Disclosure post allotment of Securities):

Sr. No.	Particulars	of Details Securities
	of Type Securities	Equity Shares					Warrants
2.	ofIssuance Type	I ofthe with Preferential Issue accordance Chapter V SEBI ICDR Regulations and other in applicable laws
3.	of number Total proposed Securities to issued total be or the amount for which the Securities will be issued	(Forty Three Lakhs Seventy Nine (Fourteen Lakhs 43,79,561 14,59,854 Equity Thousand Five Hundred and Sixty One) Thousand Eight Hundred Fifty of ofRs. having price Shares face value Rs. (Rupees Warrants at an issue 10/- of Ten Only) each at an price 274/- (Rupees Hundred and issue Rs. Two Seventy per (Rupees Two Hundred and Four Only) Four Only) Warrant aggregating aggregating per Equity Rs.39,99,99,996/- (Rupees Shares to Rs. (Rupees Hundred 1,19,99,99,714/- One and Nine Crores Ninety Nine Nineteen Ninety Nine Lakhs Ninety Ninety Nine Thousand Crore Nine Nine Thousand Seven Hundred and Fourteen and Ninety Six Only). Only).				Fifty Hundred	Nine Four) 274/- Seventy to Thirty Lakhs
	of case preferential In exchange(s):	issue, the	entity listed	shall	disclose	the	following	additional	details	the to	stock
i.	of Name the Investors	Ramco 1. 2. Atyant Vanderbilt 3.	Industries Limited R Venketrama Raja P 1. Fund-I Capital India University
ii.	of Post allotment - securities outcome of the subscription,	Investor	Particul ars	Pre-issue shareholding		Post Equity	Post-issue of allotment Post Shares* Equity			shareholding of conversion Warrants into Shares*
	/ allotted issue price			No.	%	No.		%	No.	%
	of case (in price convertibles),	p R Venketrama Raja	Warran ts	33,53,366	10.88	33,53,366 9.52			48,13,220	13.12
		Ramco Industries Limited	Equity Shares	54,67,376	17.74	71,09,711		20.18	71,09,711	19.38
		Atyant Capital - India Fund	Equity Shares	-	-	3.89 13,68,613			13,68,613	3.73
		Vanderbilt University	Equity Shares	-	-	3.89 13,68,613		13,68,613	3.73
		* Including Employees Issue Price: Four Only) of the Per of allotment Warrant Price upon Shares tranches.	the 29,713 Stock Option Warrants per Warrant, Warrant the shall be exercise	equity Schemes at an issue of which been Price has and Warrants, payable of the	shares on price an paid the to the option	ofRs. 10/- January 20, of Rs. amount by the balance Company attached to	each 2023. 274 equivalent allottee 75% at the the	allotted (Rupees to 25% to the (Seventy of time relevant	pursuant to Two Hundred (Twenty Company Five percent) of allotment Warrant, in	exercise and Seventy Five percent) time at the of the the one or	of of Per Equity more

		of Equity Shares at an price 274 (Rupees Hundred Seventy Four issue Rs. Two and by Only) paid each, which has been the allottees.
lii.	Number ofinvestors;	3 1 I
iv.	In of case	of of Each Equity having the Warrants exercisable into Share face value 10/- is Rs. 1
	- convertibles	of (Rupees Ten Only) tenor the Warrants months of each. The from the date is 18
	intimation on	shall be tranches. allotment. The Warrants convertible in one or more
	conversion of
	or securities lapse on
	of of the tenure the
	instrument;

Sr. No.	of Name Allottee the	Allotted Price
	PR Venketrama Raja	of Allotment Eight 14,59,854 (Fourteen Lakhs Fifty Nine Thousand Hundred of Fifty Four) Warrants at an issue price 274/- (Rupees Two Rs. Hundred and Seventy Only) per aggregating Four Warrant to 39,99,99,996/- (Rupees Thirty Rs. Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Ninety of Six Only) which Rs.9,99,99,999/- (Rupees Nine Ninety Nine Crores Lakhs Ninety Thousand Nine Ninety being Nine Hundred and Nine Only) (Twenty 25% ofthe percent) of Warrants Five total consideration been paid has and balance the of (Seventy-Five percent) per price 75% the Warrant shall be payable the to of ofthe Company Equity ofthe at the time allotment upon Shares exercise option
		or attached to the relevant Warrants, in one more tranches.
2.	Ramco Industries Limited	of Allotment (Sixteen Forty 16,42,335 Lakh Two Thousand Three Hundred and offace ofRs. Equity Thirty Five) Shares value (Rupees Ten Only) each at an 10/- ofRs. price Hundred issue 274/- (Rupees Two and Seventy Four Only) per Equity Shares aggregating 44,99,99,790 (Rupees Forty Four Ninety to Rs. Crores Nine Ninety Lakhs Nine Hundred Ninety Only). Thousand Seven and
3.	Atyant Capital India Fund-I	of Allotment (Thirteen Lakh Sixty Eight 13,68,6 Thousand Six Hundred and 13 of of Equity Thirteen) Shares (Rupees Ten Only) face value Rs. each atan 10/- ofRs. price 274/- (Rupees issue Two Hundred and Seventy Four Only) per Equity aggregating (Rupees Thirty Shares to Rs. 37,49,99,962/- Seven Crores Forty Nine Ninety Sixty Nine Thousand Nine Hundred and Two Only). LaJths
4.	University Vanderbilt	of Allotment Eight 13,68,613 (Thirteen Lakh Thousand Six Hundred SiXty and of of Equity Thirteen) Shares face value (Rupees Ten Only) Rs. each at an 10/- ofRs. issue price 274/- (Rupees Hundred Seventy Four per Two and Only) Equity Shares aggregating to Rs. 37,49,99,962/- (Rupees Thirty Seven Forty Crores Nine Ninety Lakhs Nine Sixty Thousand Nine Hundred and Two Only).

For RAMCO SYSTEMS LIMITED

VIJAYA RAGHAVAN Digitally signed by VIJAYA RAGHAVAN Date: 2023.02.01 18:19:02 +05'30'

VIJAYARAGHAVAN N E COMPANY SECRETARY