Ramco Systems Ltd — Capital/Financing Update 2023

Feb 1, 2023

ramco

February 01, 2023

National Stock Exchange of India Ltd., Exchange Plaza, 5 th Floor PlotNo:C/1, G Block Bandra Koria Complex, Bandra (E) Mumbai - 400 051 Scrip: RAMCOSYS

BSE Ltd., Corporate Relationship Department Phiroze Jeejheebhoy Towers Dalal Street, Mumbai - 400 001 Scrip: 532370

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
• Re: Company's Board Meeting Outcome dated 22.12.2022 & 01.02.2023 and Postal Ballot Voting Results intimation dated 21.01.2023

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:

1. 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.9,99,999,999/-, being 25% of the full value of consideration. Each Warrant is convertible into one fully paidup 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:

Name of the Proposed Allottee	Category	Warrants allotted
Mr.P R Venketrama Raja	Promoter	14,59,854
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 Four Only) (including a premium of Rs. 264/-) per Equity Share, pursuant to receipt of Rs. 1,19,99,99,714/-, being the full value of consideration, on a preferential basis. The details of the Allottees are as follows:

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

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.

Ramco Systems Limited

Corporate Office: 64 , Sardar Patel Road, Taramani, Chennai 6 00 113, Tamilnadu, India. Tel: +9144 2235 4 510 / 6 653 4 000, Fax: +9144 2235 57041 CIN: L72300TN1997PLC037550

Registered Office: 4 7, P.S.K. Nagar, Rajapalayam 6 26 108, Tamilnadu, India.

Global Offices: India I Singapore I Malaysia I Indonesia I HongKong I China I Vietnam I Macau I Japan I Philippines I Australia I New Zealand I UAE I Saudi Arabia I USA I Canada I United Kingdom I Germany I Switzerland I Spain I Sudan I South Africa

www.ramco.com

The requisite disclosure as required in terms of Para A ofPart A ofSchedule III of Regulation 30 of the SEBI LODR Regulations read with Securities and Exchange Board ofIndia ("SEBI") Circular No CIR/CFD/CMD/4/20 15 dated September 9, 2015, are provided in Annexure I, enclosed herewith.

Pursuant to the allotment ofthe 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) ofRs.1O/- each.

*Including the 29,713 equity shares ofRs. 10/- each allotted pursuant to exercise ofEmployees Stock Option Schemes on Januaiy2O, 2023.

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

Kindly take on record the same.

Yours sincerely, For RAMCO SYSTEMS LIMITED VIJAYA Digitally signed by VIJAYA RAGHAVAN

RAGHAVAN Date: 2023.02.01 14:57:59 +05'30'

VIJAYARAGHAVAN N E COMPANY SECRETARY

EncL: Annexure I

Annexure I

Disclosure pursuant to Para A of Part 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 Chapter Preferential Issue in accordance with V SEBI ICDR Regulations and applicable laws					other
3.	of Total number proposed Securities to the be issued or total amount which for the Securities will be issued	(Forty Lakhs Seventy Nine (Fourteen Lakhs 43,79,56 Three 14,59,854 1 Eight Thousand Five Hundred and Sixty One) Equity Thousand Hundred of having (Rupees price Shares face value Rs. Warrants at an issue 10/- of Ten Only) each at an price 274/- (Rupees Two Hundred issue Rs. and Hundred Four Four per (Rupees Two and Seventy Only) Only) Warrant per Equity Shares aggregating Rs.39,99,99,996/- (Rupees to Rs. Hundred Ninety 1,19,99,99,714/- (Rupees One and Nine Crores Nine Nineteen Crore Ninety Nine Lakhs Ninety Ninety Nine Thousand Nine Nine Thousand Seven Hundred and Fourteen and Ninety Six Only). Only).				Fifty Fifty ofRs. aggregating	Nine Four) 274/- Seventy to Thirty Lakhs Hundred
	case of preferential In	issue, the	listed entity	shall	disclose	the	following	additional	details	the to	stock
i.	exchange(s): of Name the Investors	Ramco Industries Limited P R Venketrama Raja 1. 1. Atyant Capital India Fund-I 2. University Vanderbilt 3.
ii.	Post allotment of	Investor	Particul	Pre-issue				Post-issue	shareholding
	- securities outcome of the subscription, puce I allotted issue of case price (in convertibles),		ars	shareholding Post		Equity	of allotment Shares*		of Post conversion Warrants into Equity Shares*
				No.	%	No.		%	No.	%
		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 Price: Issue Four Only) of the Per of allotment Warrant Price upon Shares tranches.	the 29,713 Stock Option Warrants per Warrant, Warrant the shall exercise	equity Schemes at an issue of which Price has Warrants, and payable be of the	shares on price an paid been the the to 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 25% to to the (Seventy of time relevant	pursuant to Two Hundred (Twenty Company percent) Five of allotment Warrant, in	exercise and Five at the time of the the or one	of Seventy percent) of Per Equity more

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

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

For RAMCO SYSTEMS LIMITED

VIJAYA RAGHAVAN Digitally signed by VIJAYA RAGHAVAN Date: 2023.02.01 14:58:39 +05'30'

VIJAYARAGHAVAN N E COMPANY SECRETARY