hilux greencor...ramco industries limited faa auras corporate centre, 6 floor, 98-a, dr....

Ramco Industries Limited FAA Auras Corporate Centre, 6 Floor, 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai 600 004. India

St +9144 2847 8585 /4298 3100, Fax +91 44 2847 8597. www.ramcoindltd.com CIN : L26943TN1965PLC005297, E : [email protected]

Annexure I

Disclosures to be provided along with the application for listing

. Issuer details:

1.1 Details of the issuer:

(i) Name : RAMCO INDUSTRIES LIMITED

Address : Registered Office:

Corporate Office:

47, P.S.K. Nagar RAJAPALAYAM —626 108, Tamil Nadu

"Auras Corporate Centre", 6th Floor 98-A, Dr.Radhakrishnan Road Mylapore, Chennai —600 004. Tamil Nadu

CIN : L26943TN1965PLC005297

PAN : AAACR5284J

(ii) Line of business: Manufacture and Marketing of building Products and Cotton Yarn

(iii) Chief Executive (Managing Director / CEO /CFO)

Managing Director P.V.Abinav Rannasubramaniam Raja CEO

Prem G Shanker CFO

K.Sankaranarayanan

(iv) Group affiliation (if any).

For RAMCO INDUSTRIES LIMITED

S. Balamuru sundaram Company Secretary & Legal Head

- RAMOHILUX CALCIUM SILICATE Dry Walls &Ceilings

MIM 91111 OF le gni

Fibre Cement Board

RAMCO . GREENCOR

NEW AGE ROOFING POWEROOF

Fibre Cement Sheet

FartButl Tech Services

Registered Office • 47, PS.K. Nagar, Rajapalayam 626 108, India

1 2 Details of the directors:

Name, designation and DIN ,

Age Address Director

since List of other directorships

Shri.P.R.Venketrama Raja Chairman DIN: 00331406

60 "Ramamandiram" Rajapalaiyam —626 117.

09.03.1992 Ramco Systems Limited The Ramco Cements Limited Rajapalayam Mills Limited The Ramaraju Surgical Cotton Mills Limited Sri Vishnu Shankar Mill Limited Sandhya Spinning Mill Limited Sri Sandhya Farms (India) Pvt. Limited Ramco Systems Corporation, USA Ramco Systems Ltd., Switzerland Ramco Systems Sdn Bhd., Malaysia Ramco Systems Pte. Ltd., Singapore Sri Ramco Lanka (Private) Limited, Sri Lanka Sri Ramco Roofings Lanka Private Limited —Sri Lanka RCDC Securities and Investments Private Limited Nirmala Shankar Farms & Estates Private Limited Ram Sandhya Farms Private Limited RSL Enterprise Solutions (Pty) Limited., South Africa Ramco Systems Canada Inc., Canada Rajapalayam Textile Limited Ramco Systems FZ-LLC Ramco Systems Australia Pty Limited, Australia Ramamandiram Agricultural Estate Private Ltd. Lynks Logistics Limited Ramamandiram Management Consultancy Private Limited Rajapalayam Chamber of Commerce and Industry Ramco Management Private Limited

Name, designation and DIN Age Address

Director since

List of other directorships

Shri.P.V. Abinav Ramasubramaniam Raja Managing Director DIN 07273249

26 142, Santhome High Road R.A. Puram Chennai —600 028

04.06.2017 Lynks Logistics Limited Rajapalayam Mills Limited Ramco Systems Limited Ramamandiram Management Consultancy Private Limited RCDC Securities and Investments Private Limited

Shri. S.S.Ramachandra Raja Director DIN 00331491

84 "Sri Rama Bhavanam" 58, P S K Nagar Rajapalaiyam 626 108

25.06.1992 Rajapalayam Mills Limited Sri Vishnu Shankar Mill Limited Ramco Management Private Limited Sri Sethu Ramasamy Farms Pvt. Limited Sudharsanam Investments Ltd.

Shri. K.T.Ramachandran Director DIN 00351334

82 12, Tiruvengadam Street Kasturiba Nagar Adyar Chennai 600 020

28.04.1986

Shri N.K. Shrikantan Raja Director DIN 00350693

71 "Sri Bhavanam" 102, P S K Nagar Rajapalaiyam 626 108

28.04.1986 The Ramaraju Surgical Cotton Mills Ltd Sri Yannarkay Services Limited Sandhya Spinning Mill Limited Sudharsanam Investments Limited Sri Vishnu Shankar Mill Limited N.R.K. Infra System Private Limited Sri Harini Textiles Limited Vinvent Chemilab Private Limited

Shri.R.S.Agarwal Director DIN: 00012594

77 A-102, Chaitanya Towers Appasaheb Marathe Marg Near Karur Vysya Bank Prabhadevi, Mumbal —400 025.

23.10.2008 Surya Lakshmi Cotton Mills Limited The Ramco Cements Limited Ramco Systems Limited

Shri. V. Santhanaraman Director DIN 00212334

70 No.6, Sridevi Colony Near 7th Avenue Ashok Nagar Chennai 600 083

01.10.2014 Rajapalayam Mills Limited The Ramaraju Surgical Cotton Mills Ltd

Name, designation and DIN Age Address

Director since

..

List of other directorships

Smt. Justice Chitra Venkataraman (Retd.) Director DIN: 07044099

67 No:31, Old No:17B, 4th Main Road R.A.Puram Chennai — 600 028.

24.03.2015 Lakshmi Machine Works Limited The Ramco Cements Limited

1.3 Details of change in directors in last three financial years including any change in the current year:

Name, designation and DIN Date of appointment/

resignation Date of cessation (in case of resignation)

Remarks(viz. reasons for change etc.)

Shri P.R. Venketrama Raja DIN 00331406

04.06.2017 Appointed as Chairman

Shri P.V. Abinav Ramasubramaniam Raja DIN 07273249

04.06.2017 -- Appointed as a Managing director

Shri.P.R.Ramasubrahmaneya Rajha DIN: 00331357

11.05.2017 Cessation due to his

demise.

1.4 List of top 10 holders of equity shares of the company as on 31' January 2020

S. No Name and category of shareholder Total no. of

equity shares No of shares in

demat form

Total shareholding as %

of total no. of equity shares

1 THE RAMCO CEMENTS LIMITED - Promoter 1,33,72,500 1,33,72,500 15.43

2 RAJAPALAYAM MILLS LIMITED - Promoter 84,01,680 84,01,680 9.69

3 NALINA RAMALAKSHMI - Promoters 63,00,655 63,00,655 7.27

4 P.R. VENKETRAMA RAJA - Promoters 62,20,655 62,20,655 7.18

5 SARADHA DEEPA - Promoters 52,63,655 52,63,655 6.07

6 GOVINDLAL M PARIKH -Resident ordinary 43,90,398 43,90,398 5.07

S. No Name and category of shareholder Total no. of

equity shares No of shares in

demat form

Total shareholding as %

of total no. of equity shares

7 R SUDARSANAM - Promoters 30,77,276 30,77,276 3.55

8 RAMCO MANAGEMENT PRIVATE LIMITED - Promoter

18,98,800 18,98,800 2.19

9 GENERAL INSURANCE CORPORATION OF INDIA - Fl-Others

14,00,000 14,00,000 1.62

10 SUNDARAM MUTUAL FUND A/C SUNDARAM SMALL CAP FUND - Mutual Fund

12,45,500 12,45,500 1.44

1.5 Details of the statutory auditor:

Name and address Remarks Date of

appointment

M/s.Ramakrishna Raja & Co 1-D, GD Apartments, 6, Shanthinikethan, VP Rathinasamy Nadar Road, Bibikulam, Madurai 625 002

04-08-2017 --

M/s.SRSV & Associates F2, 1st Floor, B Block, Sivams Padmalaya, 28/25, Neelakanta Mehta Street, T.Nagar, Chennai 600 017.

04-08-2017

1.6 Details of the change in statutory auditors in last three financial years including any change in the current year:

Name, address

' Date of

appointment/ resignation

Date of cessation (in case of

resignation)

Remarks (viz, reasons for change etc.)

M/s.M.S.Jagannathan & N.K.Krishnaswami Chartered Accountants Unit-5, Ground Floor, Abirami Apartments, No.14, VOC Road, Cantonment, Tiruchirapalli 620 001

- -

M/s.M.S.Jagannathan & N.K.Krishnaswami, Chartered Accountants, were the Statutory Auditors of the Company since 24.9.1975. As per Section 139(2) of the Companies, a listed company cannot appoint an Audit Firm as its Statutory Auditor, for more than 2 terms of five consecutive years. Accordingly, their term ended on 04.08.2017.

M/s.CNGSN & Associaties LLP Chartered Accountants 20, Raja Street, T. Nagar, Chennai 600 017

--

M/s.CNGSN & Associaties LLP, Chartered Accountants were the Statutory Auditors of the Company since 11.08.2003. As per Section 139(2) of the Companies, a listed company cannot appoint an Audit Firm as its Statutory Auditor, for more than 2 terms of five consecutive years. Accordingly, their term ended on 04.08.2017.

1.7 List of top 10 debt securities holders (as on 31.01.2020) — (Debentures) : Not Applicable

S. No. Name of holder Category Face value

Holding of debt securities as a percentage of total

debt securities outstanding of the issuer

1.8 List of top 10 CP holders (as on 31.01.2020): Not applicable

S. No. Name of CP holder Category of CP holder

Face value of CP holding

CP holding percentage as a percentage of total CP outstanding of the

issuer

2. Material Information:

2.1 Details of all default/s and/or delay in payments of interest and principal of CPs, (including technical delay), debt securities, term loans, external commercial borrowings and other financial indebtedness including corporate guarantee issued in the past 5 financial years including in the current financial year.

NIL

2.2 Ongoing and/or outstanding material litigation and regulatory strictures, if any.

NIL

2.3 Any material event/ development having implications on the financials/credit quality including any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event which may affect the issue or the investor's decision to invest / continue to invest in the CP.

NIL

3. Details of borrowings of the company, as on the latest quarter end (i.e., 31.12.2019):

3.1 Details of debt securities and CPs:

Annexure - 1

3.2 Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing, if any, including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures! preference shares from banks or financial institutions or financial creditors, as on last quarter end:

Annexure - 2

3.3 The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued, contingent liability including debt service reserve account (DSRA) guarantees/ any put option etc.

The company has issued Corporate Guarantee to one of our Group companies, Sri Harini Textiles Limited for Rs.46.29 Crores

4. Issue Information:

4.1 Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including unaccepted ratings, date of rating, name of credit rating agency, its validity period (details of credit rating letter issued not older than one month on the date of opening of the issue), details of issuing and paying agent and other conditions, if any.

Annexure 8

4.2 CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the last 15 months.

Board approval CP borrowing limit - Rs.150 Crores CRISIL approval CP borrowing limit - Rs.100 Crores Board Resolution dated 29.01.2020 is attached Details of CP issued during last 15 months - Annexure - 3

4.3 End-use of funds.

Funds are used for working capital purposes.

4.4 Credit Support/enhancement (if any):

(i) Details of instrument, amount, guarantor company

Corporate Guarantee extended to our Group companies, Sri Harini Textiles Limited

Corporate Guarantee favouring ICICI Bank: 10.00 Crores

Corporate Guarantee favouring AXIS Bank: 36.29 Crores

Total Corporate Guarantee issued : 46.29 Crores

Guarantor Company : Rannco Industries Limited Guarantee / Borrower Company : Sri Harini Textiles Limited

(ii) Copy of the executed guarantee

Corporate Guarantee favouring ICICI Bank: 10.00 Crores — Annexure 4

Corporate Guarantee favouring AXIS Bank: 36.29 Crores — Annexure 5

(iii) Net worth of the guarantor company

Ramco Industries limited —686.08 Crores as on 31.03.2019

(iv) Names of companies to which guarantor has issued similar guarantee

NIL

(v) Extent of the guarantee offered by the guarantor company

Rs.46.29 Crores

(vi) Conditions under which the guarantee will be invoked

In the event of default by Sri Harini Textiles Limited, Guarantee will be invoked

5. Financial Information:

5.1 Audited / Limited review half yearly consolidated (wherever available) and standalone financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditor qualifications, if any, for last three years along with latest available financial results.

Given in Annexure 6

Financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement) for the Nine months' periods ended 3lat December 2019 are given in Annexure — 6 and there are no Auditors' qualification for the last three years.

In case an issuer is required to prepare financial results for the purpose of consolidated financial results in terms of Regulation 33 of SEBI LODR Regulations, latest available quarterly financial results shall be filed.

Given in Annexure —6

5.2 Latest audited financials should not be older than six months from the date of application for listing.

Unaudited Financial Results for the last 3 Quarters ended 31.12.2019 with limited review reports by statutory auditors are attached herewith

Provided that listed issuers (who have already listed their specified securities and/or 'Non-convertible Debt Securities' (NCDs) and/or 'Non-Convertible Redeemable Preference Shares' (NCRPS)) who are in compliance with 5E61 (Listing obligations and disclosure requirements) Regulations 2015 (hereinafter "5E61 LODR Regulations"), may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard including risk factors.

6. Asset Liability Management (ALM) Disclosures:

6.1 NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos. CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as revised from time to time. Further, "Total assets under management", under para 1.a. of Annexure I of CIR/IMD/DF/ 6 /2015, dated September 15, 2015 shall also include details of off balance sheet assets.

Not applicable

• 6.2 HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as revised from time to time with appropriate modifications viz, retail housing loan, loan against property, wholesale loan - developer and others.

Not applicable

Annexure- 1 Details of debt securities and CPs as on 31.12.2019

SI. NO ISIN Tenor

(in days)

Coupon Amount issued in crores

Date of Allotment

Redemption Date

Credit rating

Secured / Unsecured

Security Details of IPA and

CRA

1NE614A14237 60 6.05% 60 1 07.11.2019 05.02.2020 A1+ Unsecured NIL

HDFC Bank

Limited, CRISIL

Annexure -2 Details of secured/ unsecured loan facilities/ bank fund based facilities as on 31.12.2019

Rs. In Crores

Lender's Name / Name Of the Bank

Nature of facility /

Instrument

Amount Sanctioned

Principal Amount

outstanding

Repayment date /

Schedule

Security, if applicable

Credit rating, if applicable

Asset Classification

Kotak Mahindra Bank,Chennai Term Loan 28 7.07 Quarterly

Instalments Secured Standard

FEDERAL Bank' Chennai Term Loan 50 22.71 Quarterly


HDFC Bank, Chennai Term Loan 25 2.46

Quarterly instalments Secured Standard

Kotak Mahindra Bank,Chennai Term Loan 45 22.91 Quarterly


HDFC Bank Ltd' Chennai Fund Based 85 60.00 Secured Standard

FEDERAL Bank Chennai Fund Based 75 45.50 Unsecured Standard

Axis Bank Fund Based 80 14.82 Unsecured Standard

Annexure - 3 Details of CP issued during the last 15 months (From 01.11.2018 To 06.02.2020)

ISIN Number Transaction Date

CP Value (Rs. In Crores)

Maturity Date Subscriber

Name

Amount 0/s (Rs.

In Crores) IPA CRA Rating

Rate Amount (Rs. In Crores)

INE614A14195 10.01.2019 INR 80 CRS 27.03.2019

ICICI PRUDENTIAL LIQUID FUND

NIL HDFC BANK CRISIL A1+

INR 100 CRS

INE614A14203 10.06.2019 INR 50 CRS 26.07.2019

iCICI PRUDENTIAL LIQUID FUND


INR 100 CRS

INE614A14211 25.07.2019 INR 50 CRS 23.10.2019

loci PRUDENTIAL LIQUID FUND


INR 100 CRS

INE614A14229 19.09.2019 INR 25 CRS 18.12.2019

laa PRUDENTIAL LIQUID FUND


INR 100 CRS

1NE614A14237 07.11.2019 INR 60 CRS 05.02.2020 HDFC BANK

LIMITED NIL HDFC

BANK CRISIL A1+ INR 100 CRS

Annexure 8— Details of Current Tranche (as on 25.02.2020)

ISIN No of CPs

Issue Price per CP ( Rs)

Face value per CP ( Rs)

Issue opening Date

Date of Maturity

Credit Rating

Rating Date

Name of Credit Rating Agency

Rating valid Upto

Name of IPA

1NE614A14245 1700 493182 500000 25-02- 2020

22-05- 2020

CRISIL A1+

03-02- 2020

CRISIL 22-05- 2020

FIDFC Bank Limited

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111

GUARANTEE

THIS DEED OF GUARANTEE executed at the place, and on the day, month and year set out in the Schedule I hereof by the Guarantors (as defined hereinafter)

in favour of

ICICI BANK LIMITED, a public company incorporated under .the Companies Act, 1956 and a banking company within the meaning of the Banking Regulation Act, 1949, having its Registered Office at Landmark, Race Course Circle, Vadodara 390 007 and its corporate office at ICICI Bank Towers, Bandra Kurla Complex, Bandra, Mumbai 400 051 and amongst others, a branch / office specified in the Schedule I hereof (hereinafter referred to as the "Bank", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns).

CERTIFIED TRUE COPY


1

For RAMCO INDUSTRIES LIM:

S. Balamyrugasundaram Company Secretary & Legal Head

PREM SHANKER CHIEñ EXECUTIVE OFFICER

,

WHEREAS: (I) By facility agreement/s made on the day, month and year as indicated in the Schedule I hereof entered into between the Bank and the borrower, more specifically described in the Schedule I hereof (the "Borrower") (a copy of which has been made available to the Guarantors), the Bank has agreed to grant / extend to the Borrower and the Borrower has agreed to avail financial assistances / facilities (the "Facilities", which expression shall include all modifications made thereto / renewals, from time to time) upto the amounts specified in the Schedule I hereof, on the terms and conditions contained in the aforesaid facility agreement and the other Transaction Documents.

(1c) One of the conditions of the Facility Documents is that the Facilities together with all interest, commission, costs, charges, expenses and all other monies, including any increase as a result of revaluation / devaluation / fluctuation or otherwise in the rates of exchange of foreign currencies involved, whatsoever stipulated in or payable under the Facility Documents shall be secured by, inter alia, guarantee from the Guarantors.

(I dXA) The expression "Guarantors" means the persons named in the Schedule I hereof; the expression "Guarantor?' shall, unless it be repugnant to the subject or as the context may permit or require, include, (i) in the case of a company or a society registered under the applicable laws relating to societies, its successors and permitted assigns. (1d)(B) The expression "this Guarantee" shall mean and include this guarantee, the documents in relation to security if any required to be created by the Guarantors, all other related documents; such expression shall also include all amendments made thereto from time to time. (1d)(C) All applications, facility agreement, and the other Transaction Documents are hereinafter referred to as the "Facility Documents"; such expression shall include all amendments made thereto from time to time.

(2) At the request of the Guarantors, the Bank has agreed to grant / extend the Facilities to the Borrower.

NOW THIS DEED WITNESSETH AS FOLLOWS: In consideration of the premises, the Guarantors hereby unconditionally, absolutely and irrevocably guarantee to and agree with the Bank as follows:

I. The Bank shall have the sole discretion to permit drawals by the Borrower under the Facilities at such time, on such conditions and in such manner as the Bank may decide.

2. The Borrower shall duly and punctually repay / pay the Facilities together with all interest, commission, costs, charges, expenses and all other monies including any increase as a result of revaluation / devaluation / fluctuation or otherwise in the rates of exchange of foreign currencies involved, whatsoever stipulated in or payable under the Facility Documents, and perform and comply with all the other terms, conditions and covenants contained in the Facility Documents.

3.(a) In the event of any default on the part of the Borrower in payment / repayment of any of the moneys referred to Clause 2 above, or in the event of any default on the part of the Borrower to comply with or perform any of the terms, conditions and covenants contained in the Facility Documents, the Guarantors shall, upon demand to the Guarantors, forthwith pay to the Bank without demur all/part of the amounts as demanded by the Bank payable by the Borrower under the Facility Documents. Any such demand made by the Bank on the Guarantors shall be final, conclusive and binding notwithstanding any difference or any dispute between the Bank and the Borrower / arbitration or any other legal proceedings, pending before any court, tribunal, arbitrator or any other authority. The enforcement of this Guarantee in part by the Bank, for any reason whatsoever, shall not amount to discharge of the obligations of the Guarantor under this Guarantee to the extent of the balance (unenforced) amount(s) of the Guarantee.

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2 .'Ull}LP;(41 , • PREMSHANKER

CHIEF EXECUTIVE OFFICER

For RAMCO INDUSTRIES LIM

S. Balamurugasundaram Company Secretary & Legal Head

if

3.(b) In the event of failure by the Guarantors to make payment as stated above, the Guarantors shall pay default interest at the same rate/s as specified in relation to the Facilities for the Borrower till receipt of the aforesaid amounts by the Bank to its satisfaction.

4. The Guarantors shall also indemnify and keep the Bank indemnified against all losses, damages, costs, claims and expenses whatsoever which the Bank may suffer, pay or incur by reason of or in connection with any default on the part of the Borrower and/or the Guarantors in performance of their respective obligations under the Facility Documents and this Guarantee, including legal proceedings taken against the Borrower and/or the Guarantors for recovery of the moneys referred to in Clauses 2 and 3 above.

5. The Guarantors hereby represent, warrant and confirm that: (a) The Guarantors have the competence and power to execute this Guarantee; (b) The Guarantors have done all acts, conditions and things required to be done, fulfilled or performed, and all authorisations required or essential for the execution of this Guarantee or for the performance of the Guarantors' obligations in terms of and under this Guarantee have been done, fulfilled, obtained, effected and performed and are in full force and effect and no such authorisation has been, or is threatened to be, revoked or cancelled; (c) This Guarantee has been duly and validly executed by the Guarantors or on behalf of the Guarantors and this Guarantee constitutes legal, valid and binding obligations of the Guarantors; (d) The entry into, delivery and performance by the Guarantors of, and the transactions contemplated by, this Guarantee do not and will not conflict (i) with any law; (ii) with the constitutional documents, if any, of the Guarantors; or (iii) with any document which is binding upon the Guarantors or on any of their assets; (e) All amounts payable by the Guarantors under this Guarantee will be made free and clear of and without deduction / withholding for or on account of any tax or levy and without any set off; (f)(i) The execution or entering into by the Guarantors of this Guarantee constitute, and performance of their obligations under this Guarantee will constitute, private and commercial acts done and performed for private and commercial purposes; (ii) The Guarantors are not, will not be entitled to, and will not claim immunity for themselves or any of their assets from suit, execution, attachment or other legal process in any proceedings in relation to this Guarantee; (g) The Guarantors' confirmation on governing law as provided in Clause 24 hereof, is legal, valid and binding on the Guarantors; (h) No litigation, arbitration, administrative or other proceedings are pending or threatened against the Guarantors• or their assets, which, if adversely determined, might have a Material Adverse Effect in relation to the Guarantors; (i) (i) All information communicated to or supplied by or on behalf of the Guarantors to the Bank from time to time in a form and manner acceptable to the Bank, are true and fair / true, correct and complete in all respects as on the date on which it was communicated or supplied; (ii)Nothing has occurred since the date of communication or supply of any information to the Bank which renders such information untrue or misleading in any respect; (j) in the event of any disagreement or dispute between the Bank and the Guarantors regarding the materiality or reasonableness of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise, the opinion of the Bank as to the materiality or reasonableness of any of the foregoing shall be final and binding on the Guarantors.

6. The Guarantors hereby agree that, without the concurrence of the Guarantors, the Borrower and the Bank shall be at liberty to vary, alter or modify the terms and conditions of the Facility Documents and in particular to defer, postpone or revise the repayment of the Facilities and/or payment of interest and other monies payable by the Borrower to the Bank on such terms and conditions as may be

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIKi


For RAMO° INDUSTRIES LIMITED

PREM SHANKER CHIEF EXECUTIVE OFFICER

PREM SHANKER HIEF EXECUTIVE OFFICER

considered necessary by the Bank including any increase in the rate of interest. The Bank shall also be at liberty to absolutely dispense with or release all or any of the security / securities furnished or required to be furnished to the Bank to secure the Facilities and/or the obligations of the Guarantors under this Guarantee. The Guarantors agree that the liability under this Guarantee shall in no manner be affected by any such variations, alterations, modifications, waiver, dispensation with or release of security, and that no further consent of the Guarantors is required for giving effect to any such variation, alteration, modification, waiver, dispensation with, or release of security.

7. The Bank shall have full liberty, without notice to the Guarantors and without in any way affecting this Guarantee, to exercise at any time and in any manner any power or powers reserved to the Bank under the Facility Documents, to enforce or forbear to enforce payment of' the Facilities or any part thereof or interest or other moneys due to the Bank from the Borrower or any of the remedies or securities available to the Bank, to enter into any composition or compound with or to grant time or any other indulgence or facility to the Borrower, to give / grant temporary or extra overdrafts or other advances / credit facilities to the Borrower and to appropriate payments made to it by the Borrower towards repayment / payment of such overdrafts / advances / credit facilities from time to time and the Guarantors shall not be entitled to question such appropriation or to require the Bank to appropriate such payments towards previous disbursals under the Facilities so as to reduce the liability of the Guarantors hereunder on account of any such payments AND the Guarantors shall not be released by the exercise by the Bank of their liberty in regard to the matters referred to above or by any act or omission on the part of the Bank or by any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of so releasing the Guarantors AND the Guarantors hereby waive in favour of the Bank so far as may be necessary to give effect to any of the provisions of this Guarantee, all the suretyship and other rights which the Guarantors might otherwise be entitled to enforce. The Guarantors also agree that they will not be entitled to the benefit of subrogation vis-a-vis securities or otherwise until all the monies due to the Bank under the Facilities are fully repaid / paid.

8. This Guarantee shall be enforceable against the Guarantors notwithstanding that any post-dated cheques, negotiable instruments, security and/or securities comprised in any instrument(s) executed or to be executed in favour of the Bank shall, at the time when the proceedings are taken against the Guarantors on this Guarantee, be outstanding or unrealised or lost.

9. In the event of default, The Guarantors hereby agree and give consent to the sale, mortgage on prior, pari-passu or subsequent charge basis, release etc., of any of the assets by the Borrower from time to time as may be approved by the Bank or the transfer of any of the assets of the Borrower from

.one unit to the other or to the release or lease oUt by the Bank any or whole of the assets charged to the Bank / its trustee / nominee on such terms and conditions as the Bank may deem fit and this may be treated as a standing and continuing consent for each and every individual act of transfer, mortgage, release or lease of any of such assets of the Borrower. The Guarantors hereby declare and agree that no separate consent for each such transfer, mortgage, release or lease any of such assets would be necessary in future.

10. The Guarantors hereby agree and declare that the Borrower will be free to avail of further loan(s) or other facilities from the Bank or any other person in addition to the Facilities and/or to secure the same during the subsistence of this Guarantee and in that event the guarantee herein contained will not be affected or vitiated in any way whatsoever but will remain in full force and effect and binding on the Guarantors.

11. The rights of the Bank against the Guarantors shall remain in full force and effect notwithstanding any arrangement which may be reached between the Bank and the other guarantor(s), if any, or

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For RAMCO INDUSTRIES LIM



notwithstanding the release of that other or others from liability and notwithstanding that any time hereafter the other guarantor(s) may cease for any reason whatsoever to be liable to the Bank, the Bank shall be at liberty to require the performance by the Guarantors of their obligations hereunder to the same extent in all respects as if the Guarantors had at all times been solely liable to perform the said obligations.

12. To give effect to this Guarantee, the Bank may act as though the Guarantors were the principal debtors to the Bank.

13, The Guarantors hereby declare and agree that they have not received and shall not, without the prior consent in writing of the Bank receive any security or commission from the Borrower for giving this Guarantee so long any monies remain due and payable by the Borrower to the Bank under the Facility Documents.

14. The Guarantors shall not in the event of the liquidation / insolvency of the Borrower prove in competition with the Bank in the liquidation! insolvency proceedings.

15. A certificate in writing signed by a duly authorised official of the Bank shall be conclusive evidence against the Guarantors of the amount for the time being due to the Bank from the Borrower / the Guarantors in any action or proceeding brought on this Guarantee against the Guarantors.

16. This Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled with the Bank by the Borrower and shall be valid and binding on the Guarantors and operative until repayment in full of all moneys due to the Bank under the Facility Documents,

17. This Guarantee shall be irrevocable and the obligations of the Guarantors hereunder shall not be conditional on the receipt of any prior notice by the Guarantors or by the Borrower and the demand or notice by the Bank as provided in Clause 23 hereof shall be sufficient notice to or demand on the Guarantors.

18. The liability of the Guarantors under this Guarantee shall not be affected by: (i) any change in the constitution or winding up of the Borrower / the Guarantors or any absorption, merger or amalgamation of the Borrower / the Guarantors with any other company, corporation or concern; or (ii) any change in the management of the Borrower / the Guarantors or take over of the management of the Borrower / the Guarantors by Central or State Government or by any other authority; or (iii) acquisition or nationalisation of the Borrower / the Guarantors and/ or of any of its undertaking(s) pursuant to any law; or (iv) any change in the constitution of the Bank; or (v) bankruptcy / insolvency / death of the Guarantors / the Borrower; or (vi) the absence or deficiency of powers on the part of the Guarantors to give guarantees and/or indemnities or any irregularity in the exercise of such powers. The Guarantors undertake not to revoke this Guarantee during the subsistence of the Facilities and the Facility Documents.

19. This Guarantee shall be a continuing one and shall remain in full force and effect till such time the Borrower repays / pays in full the Facilities together with all interest, commission, costs, charges, expenses and all other monies including any increase as a result of revaluation / devaluation / fluctuation or otherwise in the rates of exchange of foreign currencies involved, whatsoever stipulated in or payable under the Facility Documents.

For RAMCO INDUSTRIES LIMITED CERTIFIED TRUE COPY


11:14.4112.— S. Bala urugasundaram Company Secretary & Legal Head

i; csylEF EXESOTIVESZVall

•

Irgy).1

1!

20. The Bank and its group companies shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future, on the deposits of any kind and nature (including fixed deposits) held/ balances lying in any accounts of the Guarantors, whether in single name or joint name(s), and on any monies, securities, bonds and all other assets, documents and properties held by / under the control of the Bank and/or its group companies (whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Guarantors in any capacity), to the extent of all outstanding dues, whatsoever, arising as a result of any of the Bank's and/or its group companies' services extended to and/or used by the Guarantors and/or as a result of any other facilities that may be granted by the Bank and/or its group companies to the Guarantors. The Bank and/ or its group companies are entitled without any notice to the Guarantors to settle any indebtedness whatsoever owed by the Guarantors to the Bank and/or its•group companies, (whether actual or contingent, or whether primary or collateral, or whether joint and/or several) hereunder or under any other document/ agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of any account(s) held by the Guarantors with the Bank and/or its group companies notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the same currency as such indebtedness. The Bank's and its group companies' rights hereunder shall not be affected by the Guarantors' bankruptcy, death or winding-up. It shall be the Guarantors' sole responsibility and liability to settle all disputes/ objections with any such joint account holders.

In addition to the above mentioned right or .any 'other right which the Bank and its group companies may at any time be entitled whether by operation of law, contract or otherwise, the Guarantors authorise the Bank: (a) to combine or consolidate at any time all or any of the accounts and liabilities of the Guarantors with or to any branch of the Bank and/or its group companies; (b) to sell any of the Guarantors' securities or properties held by the Bank by way of public or private sale without having to institute any judicial proceeding whatsoever and retain/appropriate from the proceeds derived there from the total amounts outstanding to the Bank and/or it group companies from the Guarantors, including costs and expenses in connection with such sale; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of the Bank and/or its group companies.

21. Any admission or acknowledgement in writing given or any part payment made by the Borrower in respect of the Facilities shall be binding on the Guarantors and shall be treated as given on behalf of the Guarantors also,

22. This Guarantee is in addition to and not by way of limitation of or substitution for, any other guarantee(s) that the Guarantors may have previously given or may hereafter give to the Bank (whether alone or jointly with other parties) and this Guarantee shall not revoke or limit any such other guarantee(s).

23. Any demand for payment or notice under this Guarantee shall be sufficiently given if sent by post to or left at the last known address of the Guarantors and such demand or notice shall be assumed to have reached the addressee in the course of post, if given by post, and no period of limitation shall commence to run in favour of the Guarantors until after demand for payment in writing shall have been made or given as aforesaid and in proving such demand / notice when sent by post it shall be sufficiently proved that the envelope containing the demand / notice was posted and a certificate by any official of the Bank that to the best of his /her knowledge and belief, the envelope containing the said demand / notice was so posted shall be conclusive as against the Guarantors, even though it was returned =served on account of refusal of the Guarantors or otherwise.

24. This Guarantee shall be governed by and construed in accordance with the laws of India.

CERTIFIED TRUE COPY

For RAMO INDUSTRIES LIMITED

6


gt-ajLei— S. Balamurugasundaram Company Secretary & Legal Head


25. The Guarantors agree that any legal action or proceedings arising out of this Guarantee may be brought by the Bank, in its absolute discretion, in any competent court, tribunal or other appropriate forum having jurisdiction. The Guarantors shall not exercise any rights which they may have acquired by way of subrogation or otherwise, or take any action or make any claim in competition with an action or a claim of the Bank.

26. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of this Guarantee or affect such provision in any other jurisdiction.

27. The Guarantors hereby agree, confirm and undertake that : (A) the Bank shall, as the Bank may deem appropriate and necessary, be entitled to disclose all or any

(i) information and data relating to the Guarantors, (ii) information or data relating to this Guarantee or any other securities furnished by the Guarantors in favour of the Bank, (iii) obligations assumed / to be assumed by the Guarantors in relation to the Facilities under this Guarantee or any other securities furnished by the Guarantors for any other credit facility granted / to be granted by the Bank, (iv) default, if any, committed by the Guarantors in discharge of the aforesaid obligations, to Credit Information Bureau (India) Limited ("CIBIL") and any other agency authorised in this behalf by Reserve Bank of India ("RBI");

(B) C1BIL and / or any other agency so authorised may use, process the aforesaid information and data disclosed by the Bank in the manner as deemed fit by them;

(C) C1BIL and / or any other agency so authorised may furnish for consideration, the processed information and data or products thereof prepared by them, to the Bank / financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf;

(D) the information and data furnished by the Guarantors to the Bank from time to time shall be true and correct.

(E) in case the Guarantors commit a default in payment or repayment of any amounts in respect of the Facilities, the Bank and/or RBI will have an unqualified right to disclose or publish the details of the default and the name of the Guarantors (including its directors) as the case may be, as defaulters, in such manner and through such medium as the Bank or RBI in their absolute discretion may think fit.

(F) the Bank shall have the right to declare the Guarantors, a wilful defaulter, in accordance with the guidelines laid down by RBI.

28.(a) All capitalised terms used but not specifically defined herein shall have the respective meanings ascribed to them in the respective facility agreement/s / application(s). (b) A reference to : an "amendment" includes a supplement, modification, novation, replacement or re-enactment and "amended" is to be construed accordingly; "authorisation" includes an authorisation, consent, clearance, approval, permission, resolution, licence, exemption, filing and registration; "law" includes any constitution, statute, law, rule, regulation, ordinance, judgement, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the foregoing by, any judicial authority, whether in effect as of the date of this Guarantee; "person" includes an individual, statutory corporation, body corporate, partnership, joint venture, association of persons, Hindu Undivided Family (HUF), societies (including co-operative societies), trust, unincorporated organisation, government (central, state or otherwise), sovereign state, or any

CERTIFIED TRUE COPY For RAMCO INDUSTRIES LIMITED

7 .Nr-QAAA)Lauv-lti

PREM SHANKER CNIEF EXECUTIVE OFFICER For RAMCO INDUSTRIES LIMITEA

St'pardsh-- S. Balamurugasundaram

Company Secretary 8( Legal Head

hr.

agency, department, authority or political subdivision thereof, international organisation, agency or authority (in each case, whether or not having separate legal personality) and shall include their respective successors and assigns and in case of an individual shall include his legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being; (c) the singular includes the plural (and vice versa); (d) reference to the words "include" or "including" shall be construed without limitation; (e) reference to a gender shall include references to the female, male and neuter genders; (d) all approvals, permissions, consents or acceptance required from the Bank for any matter shall require the "prior", "written" approval, permission, consent or acceptance of the Bank;

29.

29 C In the event of default, The Guarantors hereby agree that the Bank has an absolute right to call upon the Guarantors to declare on oath the details of all his/her/its assets and when called upon, the Guarantors will unconditionally, within a period of three days, declare on oath, the details of all his/her/its assets (whether moveable or immoveable, whether tangible or intangible), whether held solely or jointly, and, whether constitutes security for this Guarantee or not,in a form and manner satisfactory to the Bank. The Guarantors agree and undertake that such disclosed assets should not be encumbered or disposed off by the Guarantors without the prior written approval of the Bank, till the Guarantors discharge their / his / her / its guarantee obligation herein or till the Bank discharges the Guarantee.

29.D The Guarantors shall bear all taxes, duties and charges in relation to the transactions contemplated under this Guarantee. 29.E All documents provided by the Guarantors in connection with this Guarantee are genuine. The Bank may at any time, call for or require verification of originals of any / all such copies. Any such copy in possession of the Bank shall be deemed to have been given by the Guarantors. 29.F The Guarantors shall provide such documents and shall do all such acts, deeds and things as may be necessary or required in connection with this Guarantee

30. Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable law, or any terms and conditions to the contrary contained in the Facility Documents and/or this Guarantee, the Bank may, at its absolute discretion, appropriate any payments made by the Borrower or Guarantors and any amounts realised by the Bank by enforcement of security or otherwise, towards the dues payable by the Borrower to the Bank under the Facility Documents and/or any other agreements whatsoever between the Borrower and the Bank and in any manner whatsoever. Notwithstanding any such appropriation by the Bank towards settlement of any dues payable by the Borrower to the Bank under any other agreements between the Borrower and the Bank, the Guarantors shall continue to remain liable to the Bank for all outstanding/remaining amounts in respect of the Facility.

The Guarantors acknowledge and confirm that the Guarantors have read and understood all the Facility Documents and this Guarantee as set out and/or referred to in the applications submitted by/on behalf of the Borrower to the Bank.

3 I. In case there are more than one Guarantors, each of the Guarantors shall be jointly and severally liable to the Bank for performance of all obligations under this Guarantee.



S. Balalnurugasundaram Company Secretary & Legal Head


32. The Bank may, at any time, assign or transfer all or any of its rights, benefits and obligations under this Guarantee to any person without any consent of or intimation to the Borrower/s and /or the Guarantors.

SCHEDULE I

I. PLACE OF EXECUTION

At Chennai in the State of Tamilnadu

2.A DATE OF THIS GUARANTEE

On the 30th day of September, Two Thousand and Fifteen.

2.B DATE/S OF THE FACILITY AGREEMENT / APPLICATION(S) AND DETAILS OF THE FACILITIES

(i) Facility Agreement dated the 14th day of August, Two Thousand and Fifteen.

(ii) (a) Details of the Facilities :

Rupee Term Loan not exceeding Rs. 100 mn. (Rupees One Hundred Million only)

(iii)(a) Details of the Facilities:

In the nature of rupee loan facilities availed by the Borrower(s) to be sourced by the Guarantors upto over all limits not exceeding Rs 100 mn. (Rupees One Hundred Million only)

2.D ADDRESS OF BRANCH / OFFICE OF THE BANK

ICICI BANK No: I Cenotaph Road 2"d Floor, CBG Teynampet, Chennai TAMILNADU, 600018

3, DETAILS OF THE BORROWER

M/s. Sri Harini Textiles Limited, a company within the meaning of the Companies Act, 1956, and having its Registered Office at 102, Sribhavanam, P.S.K.Nagar, Rajapalayam — 626 108 Tamil Nadu.

4. DETAILS OF THE GUARANTORS

M/s, Ramco Industries Limited, a company within the meaning of the Companies Act, 1956 and having its Registered Office at 47, P.S.K. Nagar, Rajapalayam — 626 108.



S. Balam rugasundaram Company Secretary & Legal Head


In case of the Guarantors being a company: The Guarantors hereby agree, confirm and agree that: No change whatsoever in the constitution of the company during the continuance / validity of this Guarantee and the other Transaction Documents shall impair or discharge the obligations of the Guarantors under this Guarantee and the other Transaction Documents. The Guarantors shall, forthwith upon any change in the constitution of the Guarantors, inform the Bank of the change and provide such details in respect of the change and its effect, as may be required by the Bank, The Guarantors shall furnish board resolutions as also resolutions under Section 186 of the Companies Act, 2013 to the Bank in relation to this Guarantee,

IN WITNESS WHEREOF the Guarantors have caused this Guarantee to be executed on the day, month and year hereinabove written in the manner hereinafter appearing.


62.rivelsyttle5 The Common Seal of timileothe withinnamed Guarantors, has, pursuant to the Resolution of its Board of Directors passed in that behalf on the .51 day of t4v0iv9.r , Two Thousand and Fifteen, hereunto been affixed in the presence of Mr. / Ms.

Pfeem en s williKme- and Mr./Ms. , directors / trustees / members, who have signed these presents in token thereof 4nasksi Mr./Ms.

51. Vri.§4 wit../Ru6051Tecrefiry / authorized person who has countersigned the same in token thereof.

PREM SHANKER CHIEF EXECUTWE OFFICER


S. BamungasUnda1m. Company Secretary & GM (Legal)


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L.NO. 3 / e63 /2000 No.43, SEETHAMMAL ROAD. TEYNAMPET, CHENNAI - 18

Phone • 98416406P4

CCD-17

WitiW4T1 TAMILNADU

AXIS BANK CHENNAI

1)12.1a) (HIGIJA_RANTEE.

THIS 1.)11:1) ()I. GUAR:\ \ ii -i:l'xecuted at Chennai on 12,10.2(109 by

flame() Industries Ltd., a Company incorporated and registered under the Companies Act, 1956 and having its Registered Office at...441,...F."..2..X • Mar/ , P-A Ti1-PA-L-of-Aff114 through its ant lu iri zed

signatory " 4 Nr-P1".n 6 --Vkaiyar--.21_6 26 1043 I

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(hereinafter referred to as the "Guarantor- which expression shall, unles,. it be repugnant to the subject or context thereof, include its successors and assigns and all persons deriving/ clainting title there under)

IN FAVOUR OF

AXIS Bank Ltd., a company incorporated under the Companies Act, 1956 and having its registered Office at "Trishur, 3rd Floor, Opposite Samartheshwar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and among other places a branch at Dr.Radhakrishilan Sakti, Mvlapore, Chennai (hereinafter referred to as the "Bank" which expression

i shall, unless it be repugnalutu thffidibbps,

CERTIFIED context thereof, include its successors and assigns)

For RAMCO INDUSTRIES LIMITED For RAMCO INDUSTRIES LIM1TE ,

S. alamurugasundaram Company Secretary & Legal Head

WHEREAS

a) Shri Harini Textiles Ltd having his/her/its office at Sri Bhavanam, 102, •P.S.K.Nagar, Rajapalayam 626 108 (herein referred as the "Borrower-) has requested the Bank to lend and advance Credit Facilities aggregating to Rs.36,29,00,000.00 (Rupees Thirty six crore twenty nine lakh only) (hereinafter referred to as "Credit Facility") for the purpose of Working capital.

b) The Bank has granted/agreed to grant/continue to grant the advance to the Borrower the said Credit Facility on the terms and conditions contained in the sanction letter ref. noAXISB/CHN/MCIII/KSR/075/2009-10 dated 18A)8.2009 and AXISB/CHN/MCIII/KSR/ 112/2009-10 dated 12.10.2609

(hereinafter referred to as the "Sanction Letter") and the various documents obtained/to be obtained entered into between the Borrower and the Bank. (hereinafter referred to as the "Facility Documentation")

c) One of the terms on which the said Credit Facility was agreed to be granted by the Bank to the Borrower was that the said Credit Facility would, interalia, be secured by an unconditional and irrevocable guarantee of the Guarantor, being these presents.

d) The Guarantor, at the request of the Borrower and in consideration of the Bank having extended/agreed to extend/continue to extend the said credit facility to the Borrower on the representation of the Borrower, have agreed to execute this Guarantee in favour of the Bank on the terms and in the manner hereinafter appearing.

NOW TIIIS DEED wiTNEssEril AS FOLLOWS: -

In consideration of the Bank extending the Credit Facility to the Borrower, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees to and agrees with the Bank as follows:

1. The Bank shall have the sole discretion (s) to make disbursement(s) and/or interim disbursement(s) out of the Credit Facility; and/or (ii) to lend and advance to the Borrower, the said Credit Facility at such time, on such conditions and in such manner as the Bank may decide.

1"

For RAMCO INDUSTRIES um= .1- CERTIFIED TRUE COPY

"E4RAUTMER For RAMCO INDUSTRIES LIMIT

lviL ajNT2U01/11 03MA5 io

me,16bnupr3p)1orn5$68 .2 SEV31;S VilLrIfflOD

S. Balamurugasundaram Company Secretary St Legal Head

Credit Facility (Rs.) (In Lalths) Rate of Interest

Cash Credit Rs.900.00 ;PLR - 03.25% plus penal interest of :2%

EPC/FBP/FBD Rs.300.00 (sublirnit of C()

PLR-3.25% plus penal interest of I% "on crystallized bills

Inland Bill Purchase / Discounting — Rs.50.00

_(!ublimit of CC)

Letter of Credit (Import) Rs200

• Bank Guarantee Rs .100

PLR - 3.25% plus penal interest of I%

Penal interest at BPI Az

As stipulated by bank from time to time

Term Loan I Rs.I549.00 lakhs

Term Loam II Rs.4I2 lalchs

Term Loan HI Rs.839 lalths

PLR — 2.50% plus penal interest of 11%

For RA•Aco *worn Mint°

•

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PriCfPlAVIHIZigiFFICER

2. The Guarantor shall ensure that the Borrower shall duly and punctually repay the said Credit Facility together with all interest, liquidated damages, premium on prepayment or on redemption, costs, expenses and other monies in accordance with the Facility Documentation and perform and comply with all the other terms, conditions and covenants contained in the said Facility Documentation. In case of shortfall in interest / principal beyond 60 days from the due date, the Guarantor undertakes to meet the shorrfall along with the overdue interest rates as mentioned herein.

3. In the event of any default on the part of the Borrower in payment/repayment or any of the monies referred to above, or delay in servicing the interest/instalment beyond 60 days from the due date or in the event of any default on the part of the Borrower to comply with or perform any of the terms, conditions and covenants contained in the Facility Documentation, the Guarantor unconditionally and irrevocably undertakes to pay the Bank forthwith on demand without protest or demur and without proof or condition shall, upon demand, forthwith pay to the Bank all the amounts payable by the Borrower under the Facility Documentation together with interest . at the rate mentioned below on the amounts so demanded from him in the event of any delay in their making the payment to the Bank in terms of the notice of demand issued in this behalf by the Bank.

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMITE

S, Bal murugasundaram Company: Secretary & Legal Head

For RAMOCitIpUCTIVES LOWED

REM 0 GNAWER OPERATING OFFICER

4. The Guarantor shall also indemnify and keep the Bank indemnified against all losses, damages, costs. claims and expenses whatsoever which the Bank may suffer, pay or incur by reason of or in connection with any such default on the part of the Borrower including legal proceedings taken against the Borrower and/or the Guarantor for recovery of the monies due under the Facility Documentation. •

5. The Guarantor agrees that without the concurrence of the Guarantor, the Bank shall be at liberty to vary, alter or modify the terms and conditions of the Facility Documentation and of the security documents executed by the Borrower in favour of the Bank and in particular to defer, postpone or revise the repayment of the Credit Facility and/or payment of interest and other monies payable by the Borrower to the Bank on the such terms and conditions as may be considered necessary by the Bank including any increase in the rate of interest. The Bank shall also be at liberty to absolutely dispense with or release all or any of the security/securities furnished or required to be furnished by the Borrower to the Bank to secure the said Credit Facility. The Guarantor agrees that the liability under this Guarantee shall in no manner be affected by any. such variations, alterations, modifications, waiver, dispensation with or release Of security, and that no further consent of the Guarantor is required for giving effect to any such variation, alteration, modification, waiver, dispensation with, or release of security.

6. The Bank shall have full liberty, without notice to the Guarantor and without in any way affecting this Guarantee, to exercise at any time and in any manner any power or powers reserved to the Bank under the Facility Documentation to enforce or forbear to enforce payment of the Credit Facility or any part thereof or interest or other monies due to the Bank from the Borrower or any of the remedies or securities available to the Bank, to enter into any composition or compound with or to grant time or any other indulgence or facility to the Borrower AND the Guarantor shall not be released by the exercise by the Bank of their liberty in regard to the matters referred to above or by any act or omission on the part of the Bank or by any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of so releasing the Guarantor AND the Guarantor waives in favour of the Bank so far as may be necessary to give effect to any of the provisions of this Guarantee, all the suretyship and other rights which the Guarantor might otherwise be entitled to enforce.

7. This Guarantee shall be enforceable against the Guarantor iointly and severally notwithstanding that any security or securities comprised in any instrument(s) executed or to be executed by the Borrower in favour of the Bank shall, at the time when the proceedings are taken against the Guarantor under the Guarantee be outstanding or unrealised or lost.

CERTIFIED TRUE COPY For RAMCO INDUSTRIES LIM

S. Balamurugasundaram Company Secretary &. Legal Head

For RAMC° 14QUITBIE8 LIMITED CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LW REM 0 !MARKER CHI OPERATING'OFFICER .!. ••

The Guarantor agrees and gives consent to the sale, mortgage on prior, pari-passu or first charge basis, release etc., of any of the assets by the Borrower from time to time as may he approved by the Bank or the transfer of any of the assets of the Borrower from one unit to the other or to the release or lease out by the Bank any or whole of the assets charged to the Bank on such terms and conditions as the Bank may deem fit and this may he treated as a standing and continuing consent for each and every individual act of transfer, mortgage, release or lease of any of the assets of the Borrower. The Guarantor declares and agrees that no separate consent for each such transfer, mortgage, release or lease of any of such assets would be necessary in future.

The Guarantor agrees and declares .that the Borrower will be free to avail of further loan or other facilities from the Bank or any other financial institution or Bank in addition to the Credit facility and/or to secure the same during the subsistence of this Guarantee and in that event the Guarantee herein contained will not be affected or vitiated in any manner whatsoever but will remain in full force and effect and binding on the Guarantor.

10. The rights of the Bank against the Guarantor shall remain in full force and effect notwithstanding any artangement which may be reached between the Bank and the other Guarantors/Borrower from liability and notwithstanding that any time hereafter the other Guarantor may cease for any reason whatsoever to be liable to the Bank, the Bank shall be at liberty to require the performance by the Guarantor of their obligations hereunder to the same extent in all respects as if the Guarantor had at all

'times been solely liable to perform the said obligations.

11. To give effect to this Guarantee, the Bank may act as though the Guarantor were the principal Borrower to the Bank for all payments guaranteed by him as aforesaid to the Bank.

12. The Guarantor declares and agrees that they have not received and shall not, without the prior consent in writing of the Bank receive any security or commission from the Borrower for giving this Guarantee so long as any monies remain due and payable by the Borrower to the Bank under the Facility Documentation.

13. The Guarantor agrees and confirms that the Bank shall be entitled to adjust appropriate or set-off all monies held by the Bank to the credit of or for the benefit of the Guarantor on any account or otherwise howsoever towards the discharge and satisfaction of the liability of the Guarantor under these presents.

14. The Guarantor shall not in the event of the insolvency of the Borrower prove in competition with the Bank in the insolvency proceedings.

S. Salem rugasundaram Company Secretary & Legal Head

UMITED

15. A certificate in writing signed by a duly authorised official of the Bank shall be conclusive evidence against the Guarantor of the amount for the time being due to the Bank from the Borrower in any action or proceeding brought under this Guarantee against the Guarantor.

16. This Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled with the Bank by the Borrower and shall be valid and binding on the Guarantor and operative until repayment in full of all monies due to the Bank under the Facility Documentation and the Bank issues a certificate in this regard.

17. This Guarantee shall be irrevocable and the obligations of the Guarantor hereunder shall not be conditional on the receipt of any prior notice by the Guarantor or by the Borrower and the demand or notice by the Bank as provided in this Guarantee hereof shall be sufficient notice to or demand on the Guarantor.

18. The liability of the Guarantor under this Guarantee shall not be affected by:- (.0 any charge in the status of the Borrower by reason if he being

declared insolvent; or

0.0 any change in the constitution of the Bank/Guarantor.

19. This Guarantee shall be a continuing one and shall remain in full force and effect till such time the Borrower repays in full the said Credit Facility together with all interest, premium on prepayment or on redemption, costs, expenses and other monies that may from time to time become due and payable and remain unpaid to the Bank under the Facility Documentation.

20. The liability of the Guarantor hereunder shall be to the extent of Rs.36,29,00,000.00 plus all interest, premium on prepayment or on redemption, costs, expenses and other monies payable by the Borrower to the Bank under the Facility Documentation or any other letter or deed. Should there be any excess drawings of the said Credit Facility by thc Borrower over and above the initial limit sanctioned to the Borrower, for any reason whatsoever, the Guarantor shall be liable for the entire amount outstanding and the Guarantor expressly waive notice of such excess drawal.

21. Any demand for payment or notice under this Guarantee shall be sufficiently given if sent by post to or left at the last known address of the Guarantor or their heirs or executors or administrators as the case may be, and such demand or notice so made or given, and shall be assumed to have reached the addresses in the case of post, if given by post, and no period of limitation shall Commence to run in favour of the Guarantor until after demand for payment in writing shall have been made or given

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMi

OREUO GNANKER CHIEF OPERATING OFFICER S. BalamlirUgaSUfldaram

Company Secretary & Legal Head

CANKACER k ;

as aforesaid and in proving such notice when sent by post it shall be sufficiently proved that the envelope containing the notice was posted and a certificate by any of the responsible officer of the Bank that to the best of his knowledge and belief, the envelope containing the said notice was so posted, shall be conclusive as against the Guarantor, even though it was returned unserved on account of refusal of the Guarantor or otherwise.

The liability of the Guarantor hereunder shall not be affected by any dispute between the Borrower and the Bank raised or pending before the Court, Tribunal or Arbitrator(s) and the Guarantor shall remain liable under these presents notwithstanding any orders passed therein.

23. The Guarantor shall not be entitled to the right conferred on sureties notwithstanding anything contained in sections 133, 134,135, 139 and 141 of the Indian Contract Act, 1872.

24. The Guarantor agrees and declares that the rights and powers conferred on the Bank by these presents may be exercised against him/her/them jointly and/or severally at the discretion of the Bank

25. The Guarantor shall not be discharged at any time till such time the Bank issues its discharge in writing.

26. For the purpose of this Deed, unless the context otherwise requires, singular shall include plural.

27. Asskgrunent and Transfer The Bank shall have a right to sell or transfer (by way of assignment, securitisation or otherwise) whole or part of the Credit Facility and outstanding amounts under the Credit Facility or any other rights and obligations of the Bank under this Deed or any other document pursuant hereto to any person/entity in a manner or under or under such terms and conditions as the Bank may decide in its sole discretion without reference to or intimation to the Guarantor.

The Guarantor expressly agrees, in the event of sale or transfer as aforesaid, to accept such person to whom the Credit Facility is sold or transferred as his lender and make the repayment of the Credit Facility to such person as may be directed by the Bank

The Guarantor shall not be entitled to directly or indirectly assign his rights or obligations under this Deed in part or in whole to any person.

For RAMC° INDUSTRIES UMITED rt 1Z

For RAMCO INDUSTRIES LIM-

CERTIFIED TRUE COPY

S. Ba amurugasundaram Company Secretary B. Legal Head

28. The Guarantor agrees that any admission or acknowledgement in writing by the Borrower of the amount of indebtedness of the Borrower or otherwise as in aviation to the subject matter of the guarantee1 shall be binding on the Guarantor and the Guarantor accepts the correctness of any statement of account served on the Borrower which is duly certified by the Bank and the same shall be binding and conclusive as against the Guarantor and the Guarantor further agrees that in making an acknowledgement or making a payment the Borrower shall be nested as the authorized agent of the Guarantor for the purpose of Indian Limitation Act. 1963.

29. The Guarantor agrees that the Bank shall not be bound to enquire into the powers of the Borrower and the Bank has powers against the Guarantor notwithstanding any security given or being given to the Bank may be void or defective.

30. Interest on the Credit Facility shall be computed and debited to the Loan Account taking the basis of 365 days a year.

31. CIBIL disclosure clause The Guarantor understands that as a pre condition, relating to grant of the loans/advances/other non fund based Credit Facility to the Borrower and furnishing of guarantee in relation thereto, the Bank requires consent of the guarantor of the Credit Facility granted/to be granted by the Bank for the disclosure by the Bank of information relating to the Guarantor„ obligations as assumed by the guarantor/s in relation to the Credit Facility availed by the Borrower and default, if any, committed in discharge thereof.

Accordingly, the Guarantor agree and gives consent for the disclosure by the Bank of all or any such: 1. information and data relating to Guarantor. 2. the information or data relating to Guarantor's/obligations in any

credit facility granted/to be granted by the Bank and guaranteed by the Guarantor and

3. default, if any committed by the Guarantor in discharge of Guarantor's obligation as the Bank may deem appropriate and necessary to disclose and furnish to Credit Information Bureau (India) Ltd. and any other agency authorized in this behalf by RBI.

The Guarantor declares that the information and data furnished by the Guarantor to the Bank arc true and correct.

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LW

S. Bal murugasundaram Company Secretary &. Legal Head

The Guarantor undertakes that-

The Credit Information Bureau (India) Ltd. and any other agency so authorized may use, process the said information and date disclosed by the Bank in the manner as deemed fit by them and

2. The Credit Information Bureau (India) Ltd. and other agency so authorized may furnish for consideration, the processed information and data or products thereof prepared by them, to Banks/Financial Institutions and other credit grantors or -

/ registered users, as may be specified by the Reserve Bank of India -N

in this behalf

*IN CASE OF A COMPANY.

The common seal of the Company has been hereunto affixed the place and date first hereinabove mentioned at e....g.N.42.0.A.AwetA

The Common Seal of Rameo Industries Ltd. has been affixed) hereunto pursuant to the Resolution of the Board of )

? Directors dated, in he presence of:

I. yr-A Pekrve....,w,.. 5 2444A- 2. • )

(34-Piafta-- the 't• who have in token ) thereof. subscribed their signature hereto.

of gs-41 A---/"--„, al

$. ktno-vv, GsAf LAI

For RAMCO&II/mm.14

liMITED Pot IN111111111111111 .21 tat

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMA

S. Bal murugasundaram Company Secretary & Legal Head

fiarsi:40=isposs

i•its)e-iv —

RAMCO INDUSTRIES LIMITED

BALANCE SHEET AS AT 31 ST MARCH 2019

I ASSETS NON-CURRENT ASSETS

Note No. As at

31.03.2019 In Lakhs

As at 31.03.2018

In Lakhs

Property, Plant and Equipments 6 40,651.68 38,792.79 Capital Work -in- Progress 6 91.21 459.67 Intangible Assets 6 750.61 602.16 Investment Property 7 66.35 69.77 Investment in Subsidiaries and Associates 8-A 22,271.90 21,271.42 Financial Assets

Other investment 8-B 3,690.46 3,416.44 Loans 9 411.57 461.93 Other Financial Assets 9 654.67 554.68

Other Non - Current Assets 10 204.17 239.54 68,792.62 65,868.40

CURRENT ASSETS Inventories 11 25,111.22 23,297.99 Financial Assets Trade Receivables 12 9,324.64 8,704.44 Cash and Cash Equivalents 13 989.48 632.20 Other Financial Assets 14 244.92 224.71 Current Tax Assets 10,408.44 7,039.63 Other Current Assets 15 1,957.92 1,578.51

48,036.62 41,477.48 TOTAL ASSETS 1,16,829.24 1,07,345.88

II EQUITY AND LIABILITIES SHARE HOLDERS' FUND Equity Share Capital 16 866.63 866.63 Other Equity 17 72,650.67 65,550.69 Total Equity 73,517.30 66,417.32 NON-CURRENT LIABILITIES Financial Liabilities Borrowings 18 2,560.92 5,570.44 Deferred Tax Liability (Net) 19 5,081.70 3,017.94 Deferred Government Grants 20 139.13 150.83

7,781.75 8,739.21 CURRENT LIABILITIES Financial Liabilities

Borrowings 21 13,171.87 13,003.27 Trade Payables

Dues of Micro and Small Enterprises 22 71.59 Dues of creditors other than Micro and Small Enterprises 22 3,835.86 3,513.33 Other financial Liabilites 23 9,602.24 8,547.51 Deferred Government Grants 11.69 11.70 Other Current liabilities 24 1,857.99 2,205.58 Provisions 25 6,978.95 4,907.96

35,530.19 32,189.35 TOTAL EQUITY ft LIABILITIES 1,16,829.24 1,07,345.88 Significant Accounting Policies, Judgements and Estimates 1-5 See accompanying notes to the financial statements 6-48

For and on behalf of the Board

For M/s. Ramakrishna Raja and Co. Chartered Accountants Firm Registration No.: 005333S C. KESAVAN Partner S. BALAMURUGASUNDARAM Membership No.227833 ny Secretary Et Legal Head

CERTIFIED TRUE 81513T

As per our Report Annexed

For M/s. SRSV Et Associates Chartered Accountants Firm Registration No.: 015041S G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23's May, 2019

P.R. VENKETRAMA RAJA Chairman PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer

60 For RAMCO INDUSTRIES LIMITED

rnt-.1uhriLi2cpwiJrrir,lut3 b&pH icpul yr”,q,-9(1.3

S. Balamu ugasundaram Company Secretary 13t Legal Head

- -


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 315T MARCH 2019

2018-19 2017-18 INCOME Note No. Z in Lakhs Z in Lakhs

Revenue from operations 26 89,775.35 82,542.27 Other Income 27 3,284.39 3,656.61 Other Finance Income 28 137.97 496.17 Total Revenue 93,197.71 86,695.05

EXPENSES Cost of materials consumed 29 44,615.81 41,568.05 Cost of Resale materials 162.52 76.38 Change in inventories of Finished Goods and Work in Progress 30 712.48 593.44 Excise duty on sate of goods 2,677.88 Employee benefit expenses 31 8,092.21 7,075.80 Finance costs 32 1,506.29 2,163.19 Depreciation and amortisation expenses 6 2,460.69 2,309.79 Other expenses 33 25,844.95 21,592.36 Total Expenses 83,394.95 78,056.89

Profit/(Loss) before exceptional items and tax 9,802.76 8,638.16 Exceptional Items 34 1,264.97 Profit / (Loss) before Tax 9,802.76 9,903.13 Income Tax expenses 36 Current Tax 1,934.19 2,337.76 Deferred Tax 2,059.39 1,913.72 MAT Credit (1,509.93) (1,553.50) Total Tax Expenses 2,483.65 2,697.98

Profit / (Loss) for the year 7,319.11 7,205.15 Other Comprehensive income Item will not be reclassified to profit/ (loss) in subsequent periods: Actuarial Gain/(loss) on defined benefit obligation(net) (60.60) 67.99 Fair value gain/(loss) on Equity instruments through OCI (net) 274.78 604.41 Total Comprehensive income for the year, net of Tax 7,533.29 7,877.55 Earnings per equity share of face value of Z 1 each Basic Et Diluted in Rupees 8.45 8.31 Significant Accounting Policies, Judgements and estimates 1-5 See accompanying notes to the financial statements 6-48


For M/s. SRSV Et Associates Chartered Accountants Firm Registration No.: 015041S G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23" May, 2019

For MIS. Ramakrishna Raja and Co. Chartered Accountants Firm Registration No.: 0053335 C. KESAVAN Partner Membership No.227833


P.R. VENKETRAMA RAJA Chairman PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Legal Head

61' CERTIFIED TRUE COPY

, For RAMCO INDUSTRIES LIMITED

S. Balamur gasundaram CompanY Secretary & Legal Head

RAMCO INDUSTRIES LIMITED r-14. CASH FLOW STATEMENT FOR THE YEAR ENDED 31sT MARCH 2019

A Cash flow from operating activities Profit Before Tax Adjusted for

2018-19 in Lakhs

9,802.76

2017-18 in Lakhs

9,903.13

Loss on sale of assets 7.80 1.28 Depreciation 2,460.69 2,309.79 Dividend Income (3,000.16) (3,061.95) Profit on sale of assets (12.24) (1,423.21) Fair value loss/(gain) on investments 4.61 (4.20) Interest income (137.97) (496.17) Cash flow arising out of Actuarial loss on defined benefit obligation (60.60) 67.99 Interest paid 1,521.27 2,200.83 Royalty receipts (1,540.23) (1,482.64)

(756.83) (1,888.28) Operating profit before working capital changes 9,045.93 8,014.85 Adjusted for Trade and other receivables (620.20) (1,386.81) Inventories (1,813.23) 7,180.38 Trade payables 394.12 (1,598.88) Other Current Assets (5,528.43) (3,019.45) Other current Liabilities 2,448.59 •759.48

(5,119.15) 1,934.72 Cash (used in) / generated from operations 3,926.78 9,949.57 Taxes paid 1,335.74 925.74 Net cash (used in) / generated from operating activities 5,262.52 10,875.31

B. Cash flow from Investing activities Purchase of Plant, property and Equipment (4,572.54) (2,667.63) Proceeds from Sale of Plant, property and Equipment 71.24 1,906.75 Adjustments in Assets 38.23 75.21 Proceeds from Sale of shares 3.40 Interest income 137.97 496.17 Dividend income 3,000.16 3,061.95 Changes in Capital WIP 368.46 (210.14) Advance for long term purpose (10.84) 60.93 Purchase of investment (1,000.48) (0.75) Royalty receipts 1,540.23 1,482.64 Net cash (used in) / from investing activities (427.57) 4,208.53

CERT rIED TRUE COPY

Lanmu 23.uneucan. 62 For RAMCO INDUSTRIES LIMITED

.2 enbqq-lo.) S. Balamurugasundaram



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2019 Contd...

2018-19 in Lakhs

C. Cash flow from financing activities

2017-18 in Lakhs

Proceeds from long term borrowing (2,679.99) (1,952.06) Proceeds from other Long term liabilites (11.70) (11.70) Proceeds from short term borrowings 168.60 (10,407.55) Dividend paid (433.31) (433.30) Finance cost (1,521.27) (2,200.83)

(15,005.44) Net cash from / (used in) Financing activities (4,477.67) Net increase / (decrease) in cash and cash equivalents (A+B+C) 357.28 78.40 Cash and cash equivalents as at the beginning of the year 632.20 553.80

Cash and Cash equivalents as at end of the year 989.48 632.20

Reconciliation of changes in liabilities arising from Financing Activities pertaining to Borrowings: Balance at the beginning of the year

Long Term Borrowings 5,570.44 6,452.49 Short Term Borrowings (excluding cash credit) 13,003.27 23,410.82 Current maturities of Long Term Debt 2,679.99 3,750.00 Interest accrued 105.30 156.75

Sub-total Balance at the beginning of the year 21,359.00 33,770.06

Cash flows during the year Proceeds from Long Term Borrowings 5,000.00 Repayment of Long Term Borrowings (2,679.99) (6,952.06) Proceeds from / (Repayment of) Short Term Borrowings (net) 168.60 (10,407.55) Interest paid (1,600.15) (2,252.28)

Sub-total Cash flows during the year (4,111.54) (14,611.89)

Non-cash changes Interest accrual for the year 1,521.27 2,200.83

Balance as at the end of the year Long Term Borrowings 2,560.92 5,570.44 Short Term Borrowings 13,171.87 13,003.27 Current maturities of Long Term Debt 3,009.52 2,679.99 Interest accrued but not due 26.42 105.30

Balance as at the end of the year 18,768.73 21,359.00


For M/s. SRSV Et Associates Chartered Accountants Firm Registration No.: 015041S G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23ts May, 2019

For M/s. Ramakrishna Raja and Co. Chartered Accountants Firm Registration No.: 005333S C. KESAVAN Partner Membership No.227833


P.R. VENKETRAMA RAJA Chairman PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Legal Head

CERTIFIED TRUE COPY 63


I

S. Belem rugasundaram Company Secretary &. Legal Head

1

CONSOLIDATED FINANCIAL STATEMENTS OF RAMCO INDUSTRIES LIMITED AND ITS SUBSIDIARIES

BALANCE SHEET AS AT 31ST MARCH 2019

I ASSETS (1) Non - Current Assets

Note No. As at

31.03.2019 7. In Lakhs

As at 31.03.2018 7 In Lakhs

(a) Property, Plant and Equipments 6 43,483.52 41,759.65 (b) Capital Work-in-progress 6 490.58 990.48 (c) Intangible Assets 6 750.61 602.16 (d) Investment Property 7 66.35 69.77 (e) Investment in Subsidiary &Associates (f) Financial Assets

8 (A) 2,44,027.90 2,33,149.43

Other Investment 8 (B) 3,690.46 3,416.44 Other Financial Assets 9 660.83 555.59

(g) Other Non-Current Assets 10 218.62 251.00 2,93,388.87 2,80,794.52

(2)Current Assets (a) Inventories (b) Financial Assets

11 28,678.58 28,450.91

Trade Receivables 12 9,460.27 8,950.98 Cash and Cash Equivalents 13 6,351,51 4,366.47 Other Financial Assets 14 244.92 224.71

(c) Current Tax Asset 10,446.62 7,080.22 (d) Other Current Assets 15 2,040.91 1,666.25

57,222.81 50,739.54 TOTAL ASSETS 3,50,611.68 3,31,534.06

II EQUITY Et LIABILITIES (1) Share Holders Fund

(a) Equity Share Capital 16 866.63 866.63 (b) Other Equity 17 3,04,350.51 2,87,682.36 Total Equity 3,05,217.14 2,88,548.99

(2) Non Current Liabilities (a) Financial Liabilities

Borrowings 18 2,560.92 5,570.44 (b) Deferred Tax Liabilities (Net) 19 5,581.73 3,364.10 (c) Deffered Government Grants 20 139.13 150.83

8,281.78 9,085.37 (3) Current Liabilities

(a) Financial Liabilities Borrowings 21 13,171.87 13,003.27 Trade Payables Dues of Micro and Small Enterprises 22 71.59 Dues of creditors other than Micro and Small Enterprises 22 4,751.09 4,932.69 Other Financial Liabilities 23 9,741.85 8,524.52 Deferred Government Grants 11.69 11.70

(b) Other Current Liabilities 24 2,093.67 2,415.93 (c) Provisions 25 7,271.00 5,011.59

37,112.76 33,899.70 TOTAL EQUITY £t LIABILITIES 3,50,611.68 3,31,534.06 Significant Accounting Policies, Judgements Et Estimates 1-5 See accompanying notes to the financial statements. 6-48


For M/s. SRSV Et Associates Chartered Accountants Firm Registration No.: 015041S G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23' May, 2019

For M/s. Ramakrishna Raja and Co., Chartered Accountants Firm Registration No.: 0053335 C. KESAVAN Partner Membership No.227833


P.R. VENKETRAMA RAJA Chairman P.V. ABINAV RAAAASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary & Legal Head

CERTIFIED TR C COPY

112

rINIJ I • CY.,J For RAMCO INDUSTRIES LIMITED

S. Balamu ugasundaram Company Secretary & Legal Head

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2019

INCOME Note No. 2018-19 in Lakhs

2017-18 in Lakhs

1 Revenue from Operations 26 1,03,649.55 95,882.91 2 Other Income 27 1,907.55 2,252.68 3 Other Finance Income 28 499.97 866.31

4 Total Revenue 1,06,057.07 99,001.90

5 Expenses Cost of Materials Consumed 29 52,982.67 48,880.69 Cost of Resale materials 176.98 76.56 Changes in Inventories of Finished Goods and Work-in-progress 30 863.35 1,286.87 Excise Duty on Sale of Goods 2,677.88 Employee Benefit Expense 31 9,147.13 8,061.48 Finance Costs 32 1,510.57 2,165.54 Depreciation and Amortization Expenses 6 2,949.15 2,790.20 Other Expenses 33 27,708.40 23,129.55

Total Expenses 95,338.25 89,068.77

6 Profit/ (Loss) Before Exceptional items and Tax 10,718.82 9,933.13 7 Exceptional items 34 1,264.97 8 Profit / (Loss) Before Tax 10,718.82 11,198.10

9 Income Tax Expenses Current Tax 36 2,534.28 2,914.20 Deferred Tax 36 2,243.29 1958.82 Mat Credit 36 (1509.93) (1553.50)

Total Tax Expenses 3,267.64 3,319.52 10 Profit / (Loss) for the year 7,451.18 7,878.58 11 Share of Profit/ (Loss) of Associates 9,783.87 9,723.70 12 Total Profit for the Year 17 235 05 17,602.28

13 Other Comprehensive Income Item that will not be reclassified to profit / (loss) in subsequent periods Acturaial Gain /(Loss) on defined benefit obligation (net) (60.60) 67.99 Fair value gain/(loss) on Equity Instruments through OCI (Net) 274.78 604.41

14 Total Comprehensive Income for the year before share of OCI of Associates net of tax 214.18 672.40 15 Share of OCI of Associates 94.12 (62.00)

Total Comprehensive Income for the year net of tax 308.30 610.40 16 Total Comprensive Income for the year Net of Tax 17,543.35 18,212.68

Earnings per equity share of face value of 1 each 20.63 21.07 Basic Et Diluted ( in ) 1 1 Significant Accounting Policies, Judgements Et Estimates 1-5 See accompanying notes to the financial statements. 6-48

As per our Report Annexed For and on behalf of the Board

For M/s. SRSV Et Associates Chartered Accountants Firm Registration No.: 0150415 G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23" May, 2019

For M/s. Ramakrishna Raja and Co., Chartered Accountants Firm Registration No.: 0053335 C. KESAVAN Partner Membership No.227833

P.R. VENKETRAMA RAJA Chairman P.V. ABINAVIIAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Legal Head



3TIMIJ P-I,P;T'2Uat-11 r. For RAMCO INDUSTRIES LIMITED

'-:'J

II'. . • II . S. Balamuru asundaram


CASH FLOW STATEMENT FOR THE YEAR ENDED 31sT MARCH 2019

A Cash flow from operating activities Profit before Tax Adjusted for

2018-19 in Lakhs

10,718.82

2017-18 in Lakhs

11,198.10

Loss on sate of assets (30.67) Depreciation 2,949.14 2,790.20 Fair value loss/(gain) on investments 4.61 (4.20) Cash flow arising out of Actuarial loss on defined benefit obligation (60.60) 67.99 Dividend Income (1,615.68) (1,612.84) Profit on sale of assets 15.66 (1,425.22) Interest income (499.97) (866.31) Effects on Exchange rate (441.90) (134.10) Interest paid 1,578.17 2,182.65

1,898.76 998.17 Operating profit before working capital changes 12,617.58 12,196.27 Adjusted for Trade Payables (110.01) (1,267.51) Other Current Assets (5,727.72) (2,899.89) Other Current Liabilities 1,937.14 (73.00) Trade a Other Receivables (509.29) (1,784.74) Increase / (Decrease ) in Inventories (227.67) 5,734.80

(4,637.55) (290.34) Cash (used in) / generated from operations 7,980.03 11,903.93 Taxes paid 942.10 674.46 Net cash (used in) / generated from operating activities 8,922.13 12,580.39

8 Cash Flow From Investing Activities Purchase of Plant, Property and Equipment (4,924.25) (3,341.34) Proceeds from Sale of Plant, Property and Equipment 74.66 1,917.17 Adjustment in Assets 13.11 75.96 Proceeds from Sale of Shares 3.40 Interest income 499.97 866.31 Dividend income 1,615.68 1,612.84 Changes in Capital CWIP 499.90 111.40 Advances for long term purpose (69.44) 11.70 Purchase of Investment (999.96) (0.75) Net cash (used in) / from Investing activities (3,290.33) 1,256.69

TIF IED TRUE COPY



S. Belem rugasundaram Company Secretary & Legal Head

CASH FLOW STATEMENT FOR THE YEAR ENDED 315T MARCH 2019 Contd...

2018-19 in Lakhs

C Cash Flow From Financing Activities

2017-18 in Lakhs

Proceeds from long term borrowing (1,792:19) (1,952.06) Proceeds from other Long term Liabilities (11. 70) (11.70) Proceeds from short term borrowings 168.60 (10,407.55) Dividend paid (433.30) (433.30) Finance cost (1,578.17) (2,182.65) Net cash from / (used in) Financing activities (3,646.76) (14,987.26) Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,985.04 (1,150.18) Cash and cash equivalents as at the beginning of the year 4,366.47 5,516.65 Cash and Cash equivalents as at the end of the year 6,351.51 4,366.47

Reconciliation of changes in liabilities arising from Financing Activities pertaining to Borrowings: Balance at the beginning of the year Long Term Borrowings 5,570.44 6,452.49 Short Term Borrowings (excluding cash credit) 13,003.27 23,410.82 Current maturities of Long Term Debt 2,679.99 3,750.00 Interest accrued 105,30 156.75 Sub-total Balance at the beginning of the year 21,359.00 33,770.06

Cash flows during the year Proceeds from Long Term Borrowings 5,000.00 Repayment of Long Term Borrowings (2,679.99) (6,952.06) Proceeds from / (Repayment of) Short Term Borrowings (net) 168.60 (10,407.55) Interest paid (1,657.05) (2,234.10) Sub-total Cash flows during the year (4,168.44) (14,593.71)

Non-cash changes i Interest accrual for the year 1,578.17 2,182.65 Sub-total Non-cash changes during the year 1,578.17 2,182.65

Balance as the end of the year Long Term Borrowings 2,560.92 5,570.4.4 Short Term Borrowings 13,171.87 13,003.27 Current maturities of Long Term Debt 3,009.52 2,679.99 Interest accrued but not due 26.42 105.30 Balance as the end of the year 18,768.73 21,359.00



For M/s. SIRSV Et Associates Chartered Accountants Firm Registration No.: 0150415 G. CHELLA KRISHNA Partner Membership No.: 210474 Place: Chennai Date : 23th May, 2019

For M/s. Ramakrishna Raja and Co., Chartered Accountants Firm Registration No.: 005333S C. KESAVAN Partner Membership No.227833

P.R. VENKETRAMA RAJA Chairman P.V. ABINAV RAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Legal Head

CERTIFIED TRU

For RAMCO INDUSTRIES LIMITED 115

OPY

,1-11_; •


S. Balamuru asundaram Company Secretary Bit Legal Head

BALANCE SHEET AS AT 31sr MARCH 2018

ASSETS 1 NON-CURRENT ASSETS

Note No. As at.

31.03.2018 9 In Lakhs

As at 31.03.2017

In Lakhs

Property, Plant and Equipments 6 38,792.79 39,050.98 Capital Work-in- Progress 6 45'9.67 249.53 Intangible Assets 6 602.16 546.16 Investment Property 7 69.77 43.94 Investment in Subsidiaries and Associates 8-A 21,271.42 21,274.07 Financial Assets

Other investment 8-B 3,416.44 2,807.83 Loans 9 461.93 511.04 Other Financial Assets 9 554.68 646.03

Other Non - Current Assets 10 239.54 185.84 65,868.40 65,315.42

2 CURRENT ASSETS Inventories 11 23,297.99 30,478.37 Financial Assets

Trade Receivables 12 8,704.44 7,317.63 Cash and Cash Equivalents 13 632.20 553.80

Other Financial Assets 14 224.71 522.73 Current Tax Assets 7,039.63 4,266.25 Other Current Assets 15 1,578.51 2,744.42

41,477.48 45,883.20 TOTAL ASSETS 1,07,345.88 1,11,198.62

II EQUITY AND LIABILITIES SHARE HOLDERS' FUND Equity Share Capital 16 866.63 866.63 Other Equity 16-A 65,550.69 58,106.44 Total Equity 66,417.32 58,973.07 NON-CURRENT LIABILITIES Financial Liabilities Borrowings 17 5,570.44 6,452.49 Deferred Tax Liability (Net) 18 3,017.94 1,104.22 Deferred Government Grants 19 150.83 162.53

8,739.21 7,719.24 CURRENT LIABILITIES Financial Liabilities

Borrowings 20 13,003.27 23,410.82 Trade Payables 21 3,513.33 5,112.21 Other financial Liabilities 22 8,547.51 10,616.45

Deferred Government Grants 11.70 11.70 Other Current liabilities 23 2,205.58 2,329.57 Provisions 24 4,907.96 3,025.56

32,189.35 44,506.31 TOTAL EQUITY Ft LIABILITIES 1,07,345.88 1,11,198.62

Significant Accounting Policies, Judgements and Estimates 1-5 See accompanying notes to the financial statements 6-47


For M/s. S.R.S.V. a Associates Chartered Accountants Firm Registration No. 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date : 24th May, 2018

For M/s. Ramakrishna Raja and Co Chartered Accountants Firm Registration No. 005333S M.VIJAYAN Partner Membership No. 026972


RR. VENKETRAMA RAJA Chairman RV. ABINAV RAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)

TRUE CO

If IED

GERI



• Company Secretary & Legal Head S. Balamuru sundaram

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31sr ARCH 2018

2017-18 2016-17 INCOME . Note No. in lakhs in lakhs Revenue from operations 25 82,542.26 78,530.20 Other Income 26 3,656.62 4,149.37 Other Finance Income 27 496.17 187.30

Total Revenue 86,695.05 82,866.87

EXPENSES Cost of materials consumed 28 41,568.05 37,893.56 Cost of Resale materials 76.38 131.08 Change in inventories of Finished Goods and Work in Progress 29 593.44 1,072.69 Excise duty on sale of goods 2,677.88 7,324.44 Employee benefit expenses 30 7,075.80 6.717.94 Finance costs 31 2,163.19 3,353.60 Depreciation and amortisation expenses 6 2,309.79 2,148.11 Other expenses 32 21,592.36 18,081.03

Total Expenses 78,056.89 7022.45 Profit/(Loss) before exceptional items and tax 8,636.16 6,144.42 Exceptional Items 33 1,264.97 1,168.48

Profit / (Loss) before Tax 9,903.13 7,312.90 Income Tax expenses 35

Current Tax 2,337.76 1,342.21 Deferred Tax 1,913.72 863.91 MAT Credit (1,553.50) (880.52)

Total Tax Expenses 2,697.98 1.325.60

Profit / (Loss) for the year 7,205.15 5,987.30

Other Comprehensive income Item will not be reclassified to profit / (loss) in subsequent periods: Actuarial Gain/(loss) on defined benefit obligation (net) 67.99 (131.20) Fair value gain/(loss) on Equity instruments through OCI 604.41 733.38 Total Comprehensive income for the year, net of Tax 7,877.55 6,589.48

Earnings per equity share of face value of ?1 each

Basic Et Diluted in Rupees 6.91

Significant Accounting Policies, Judgements and estimates 1-5 See accompanying notes to the financial statements 6-47


For M/s. S.R.S.V. Et Associates Chartered Accountants Firm Registration No. 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date : 24th May, 2018


For and on behalf of the Board P.R. VENKETRAMA RAJA Chairman P.V. ABINAV RAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)

CERTIFIED TRUE COP'


.I IJ CUCJI4

55 RAMCO INDUSTRIES LIMITED


r,00 tn.sot 4

,it

c

CASH FLOW STATEMENT FOR THE YEAR ENDED 315T MARCH 2018


2017-18 1' in lakhs

9,903.13

2016-17 7 in lakhs

7,312.90

Loss on sale of assets 1.28 5.92 Depreciation 2,309.79 2,148.11 Dividend Income (3,061.95) (3,798.64) Profit on sale of assets (1,423.21) (89.16) Profit on sale of shares (1,089.66) Fair value loss/(gain) on investments (4.20) (3.76) Interest income (496.17) (187.30) Cash flow arising out of Actuarial loss on defined benefit obligation 67.99 (131.20) Interest paid 2,200.83 3,482.59 Royalty receipts (1,482.64) (1,874.20)

(1,888.28) (1,537.30) Operating profit before working capital changes 8,014.85 5,775.60 Adjusted for Trade and other receivables (1,386.81) (434.75) Inventories 7,180.38 (6,271.82) Trade payables (1,598.88) 1,271.94 Other Current Assets (3,019.45) (3,408.83) Other current Liabilities (310.53) 2,610.06

864.71 (6,233.40) Cash (used in) / generated from operations 8,879.56 (457.80) Taxes paid 925.74 406.99 Net cash (used in) / generated from operating activities 9,805.30 (50.81)

B Cash flow from investing activities Purchase of Plant, property and Equipment (2,667.63) (4,182.46) Proceeds from Sale of Plant, property and Equipment 1,906.75 117.94 Adjustments in Assets 75.21 (32.31) Proceeds from Sale of shares 3.40 1,265.47 Interest income 496.17 187.30 Dividend income 3,061.95 3,798.64 Changes in Capital WIP (210.14) 1,161.59 Advance for long term purpose 60.93 91.51 Purchase of investment (0.75) Royalty receipts 1,482.64 1,874.20 Net cash (used in) / from investing activities 4208.53 4,281.88

CERTIFIED TRUE COPY

RAMC° INDUSTRIES LIMITED 71\

56 (..),)MA.8 109 For RAMCO INDUSTRIES LIMITED

m6-isbnuaspultim0166 .2 bssH 10g29.1 r3 rf.3191.),432 yr160mop S. Balamur gasundaram


CASH FLOW STATEMENT FOR THE YEAR ENDED 315T MARCH 2017 Contd..,

2017-18

2016-17 7' in faiths in lakhs

Cash flow from financing activities Proceeds from long term borrowing Proceeds from other Long term liabilities

, Proceeds from short term borrowings Dividend paid Finance cost Net cash from / (used in) Financing activities . Net increase / (decrease) in cash and cash equivalents (A4-13-PC) Cash and cash equivalents as at the beginning of the year Cash and Cash equivalents as at end of the year

(13,935.43) 78.40

553.80 632.20

(4,648.36) (417.29)

971.09 553.80

13,565,91 17,451.47 4,910.12

157.35

36,084.85

(882.05) (11.70)

(10,407.55) (433.30)

(2,200.83)

(7,113.42) (11.70)

5,959.35

(3,482.59)

Reconciliation of changes in liabilities arising from Financing Activities pertaining to Borrowings: Balance at the beginning of the year

Long Term Borrowings 6,452.49 Short Term Borrowings (excluding cash credit)

23,410.82

Current maturities of Long Term Debt

3,750.00 Interest accrued

156.75 Sub-total Balance at the beginning of the year 33,770.06

Cash flows during the year Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds from / (Repayment of) Short Term Borrowings (net) Interest paid

Sub-total Cash flows during the year

Non-cash changes Interest accrual for the year

Balance as the end of the year Long Term Borrowings Short Term Borrowings Current maturities of Long Term Debt Interest accrued but not due

Balance as the end of the year

5,000.00 (6,952.06)

(10,407.55) (2,252.28)

(14,611.89)

2,200.83

5,570.44 13,003.27 2,679.99

105.30

21,359.00

1,679.37 (9,952.91)

5,959.35 (3,483.19)

(5,797.38)

3,482.59

6,452.49 23,410.82 3,750.00

156.75

33,770.06


For M/s. S.R.S.V. a Associates Chartered Accountants Firm Registration No, 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date : 24th May, 2018



f115-16bnU2SpLillfr161E3 .2 bb3f-I loof)..1 i y1615192 yriGgrrieD

S. Balamuru asundaram Company Secretary & Legal Head



i.151Tatkitli ODNAA 109 For RAMCO INDUSTRIES LITAITEg


BALANCE SHEET AS AT 31st MARCH 2018

I ASSETS NON-CURRENT ASSETS

Note No. As at.

31.03.2018 i• In Lakhs

As at 31.03.2017

In Lakhs

Property, Plant and Equipments 6 41,759.65 41,831.67 Capital Work-in-progress 6 990.48 1,101.88 Intangible Assets 6 602.16 546.16 Investment Property 7 69.77 43.94 Investment in Subsidiary &Associates 8 (A) 2,33,149.43 2,24,185.04 Financial Assets

Other Investment 8 (B) 3,416.44 2,807.83 Other Financial Assets 9 555.59 652.31

Other Non-Current Assets 10 251.00 191.82 2,80,794.52 2,71,360.65

CURRENT ASSETS Inventories 11 28,450.91 34,185.71 Financial Assets

Trade Receivables 12 8,950.98 7,166.24 Cash and Cash Equivalents 13 4,366.47 5,516.65 Other Financial Assets 14 224.71 522.73

Current Tax Asset 7,080.22 4,359.48 Other Current Assets 15 1,666.25 3,233.80

50,739.54 54,984.61 TOTAL ASSETS 3,31,534.06 3,26,345.26

II EQUITY AND LIABILITIES SHARE HOLDERS' FUND Equity Share Capital 16 866.63 866.63 Other Equity 16 (A) 2,87,682,36 2,70,734.40 Total Equity 2,88,548.99 2,71,601.03 NON-CURRENT LIABILITIES Financial Liabilities Borrowings 17 5,570.44 6,452.49 Deferred Tax Liabilities (Net) 18 3,364.10 1,411.44 Deferred Government Grants 19 150.83 162.53

9,085.37 8,026.46

CURRENT LIABILITIES Financial Liabilities

Borrowings 20 13,003.27 23,410.82 Trade Payables 21 4,932.69 6,200.20 Other Financial Liabilities 22 8,524.52 11,134.93 Deferred Government Grants 11.70 11.70

Other Current Liabilities 23 2,415.93 2,856.55 Provisions 24 5,011.59 3,103.57

33,899.70 46,717.77 TOTAL EQUITY AND LIABILITIES 3,31,534.06 3,26,345.26 Significant Accounting Policies, Judgements and Estimates 1-5 See accompanying notes to the financial statements 36-47

The accompanying notes form an integral part of the financial statements As per our Report Annexed

For M/s, S.R.S.V. Et Associates Chartered Accountants Firm Registration No. 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date : 24''' May, 2018

For M/s. Ramakrishna Raja and Co Chartered Accountants Firm Registration No. 0053335 M.VIJAYAN Partner Membership No. 026972


P.R. VENKETRAMA RAJA Chairman P.V. ABINAV RAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)

TRUE COP'' CERTIFIED

ODMAS1 103


P1516briti,"'..'6,[1011:filfilbii 2 trupli yrioorrior.)


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31" MARCH 2018

2017-18 2016-17 INCOME Note No. in lakhs Z in lakhs Revenue from Operations 25 95,882.91 • 95,399.59 Other Income 26 2,252.68 397.32 Other Finance Income 27 866.31 670.45 Total Revenue 99,001.90 96,467.36 EXPENSES Cost of Materials Consumed 28 48,880.69 48;463.48 Cost of Resale materials 76.56 131.08 Changes in Inventories of Finished Goods and Work-in-progress 29 1,286.87 156.52 Excise Duty on Sale of Goods 2,677.88 7,324.44 Employee Benefit Expenses 30 8,061.48 7,679.82 Finance Costs 31 2,165.54 3.371.94 Depreciation and Amortization Expenses 6 2,790.20 2,633.11 Other Expenses 32, 34 23,129.55 19,930.26 Total Expenses 89,068.77 89,690.65

Profit/ (Loss) Before Exceptional items and Tax 9,933.13 6,776.71 Exceptional items 33 1,264.97 1,168.48

Profit / (Loss) Before Tax 11,198.10 7,945.19 Income Tax Expenses

Current Tax 35 2,914.20 2;319.56 Deferred Tax 35 1,958.82 974.91 Mat Credit 35 (1553.50) (880.52)

Total Tax Expenses 3,319.52 2.413.95 Profit / (Loss) for the year 7,878.58 5.531,24 Share of Profit/(Loss) of Associates 9,723.70 14,944.72 Total Profit for the Year A 17,602.28 20,475.96

Other Comprehensive Income Item that will not be reclassified to profit / (loss) in subsequent periods Actuarial Gain /(Loss) on defined benefit obligation (net) 67.99 (131.20) Fair value gain/(loss) on Equity Instruments through OCI 604.41 733.38 Total Comprehensive Income for the year before share of OCI of Associates net of tax 672.40 602.18 Share of OCI of Associates (62.00) (41.12) Total Comprehensive Income for the year net of tax 610.40 561.06 Total Comprehensive Income for the year B 18,212.68 21.037.02

Earnings per equity share of face value of 71 each 21.07 24.51 Basic Ft Diluted (in 7) 7 1 7 1 Significant Accounting Policies, Judgements Et Estimates 1-5 See accompanying notes to the financial statements. 36-47

For M/s, S.R.S.V. Et Associates Chartered Accountants Firm Registration No. 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date : 24'h May, 2018

For M/s. Ramakrishna Raja and Co Chartered Accountants Firm Registration No, 005333S M.VIJAYAN Partner Membership No. 026972

For and on behalf of the Board P.R. VENKETRAMA RAJA Chairman P.V. ABINAV RAMASUBRAMANIAM RAJA Managing Director PREM.G.SHANKER Chief Executive Officer K. SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.ILegaq



a'Aii/11 00MA54

mri-mbritraspLourri6ItiEl b&4-i Iqp3J rir;1.5-1.)2 voliqrrioD

104 CERTIFIED TRUE COPY


81?/sk-SLA-- s. Baiamurugasundaram



CASH FLOW STATEMENT FOR THE YEAR ENDED 31" MARCH 2018

A Cash flow from operating activities Net profit before Tax

2017-18 Z in lakhs

11,198.10

2016-17 Z in lakhs

7,945.19 Loss on sate of assets 5.92 Depreciation 2,790.20 2,633.12 Fair value loss/(gain) on investments (4.20) (3.76) Cash flow arising out of Actuarial loss on defined benefit obligation 67.99 (131.20) Dividend Income (1,612.84) (38.68) Profit on sale of assets (1,425.22) (89.16) Profit on Sale of Shares (1,090.82) Interest income (866.31) (712.62) Effects on Exchange rate (36.13) (735.30) Interest paid 2,182.65 3,588.21

1,096.14 3,425.71 Operating profit before working capital changes 12,294.24 11,370.90 Adjusted for Trade Et Other Payables (1,267.51) (1,014.50) Other Current Assets (2,899.89) (3,604.30) Other Current Liabilities (1,143.01) 1,185.43 Trade E Other Receivables (1,784.74) 51.30 Increase / (Decrease ) in Inventories 5,734.80 (4,826.47)

(1,360.35) (8,208.54) Cash (used in) / generated from operations 10,933.89 3,162.36 Taxes paid 674.46 1513.58 Net cash (used in) / generated from operating activities 11,608.35 4675.94

13 Cash flow from Investing activities Purchase of fixed assets (3,341.34) (4,308.46) Sale of fixed assets 1,917.17 117.93 Adjustment in Fixed Assets 75.96 (4.87) Proceeds from Sale of Shares 3.40 1,265.47 Interest income 866.31 712.62 Dividend income 1,612.84 38.68 Changes in CWIP 111.40 1,132.73 Advances for long term purpose 11.71 189.82 Purchase of Investment (0.75) Net cash (used in) / from Investing activities 1,256.70 (856.08)

CERTIFIED TRUE CO

231.RT2tJai,11 COMAS1 -10-1 105


rnri-irabriueripu'rurrtG16E3 .2 bssti lc,j 18 r1)::01102 yr7rsgrno0 S. Balamuru asundaram Company Secretary & Legal Head

2017-18

2016-17

in lakhs in lakhs

(882.05) (11.70)

(10,407.55) (531.28)

(2,182.65)

(7,113.42) (11.70)

5,959.35

(3,588.21)


CASH FLOW STATEMENT FOR THE YEAR ENDED 31" MARCH 2018 Contd...

Cash flow from financing activities Proceeds from long term borrowings Proceeds from other Long term Liabilities Proceeds from short term borrowings Dividend paid Finance cost Net cash from / (used in) Financing activities Net increase / (decrease) in cash and cash equivalents (A.1-13+C) Cash and cash equivalents as at the beginning of the year

Cash and Cash equivalents as at the end of the year

(14,015.23)

(4,753.98)

(1,150.18)

(934.12)

5;516.65

6,450.77

4,366.47 5,516.65

(iii) Reconciliation of changes in liabilities arising from Financing Activities pertaining to Borrowings: Balance at the beginning of the year

Long Term Borrowings Short Term Borrowings (excluding cash credit) Current maturities of Long Term Debt Interest accrued

Sub-total Balance at the beginning of the year

Cash flows during the year Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Proceeds from / (Repayment of) Short Term Borrowings (net) Interest paid

Sub-total Cash flows during the year

Non-cash changes Interest accrual for the year 2,182.65 3,588.21

6,452.49

13,565.91

23,410.82

17,451.47

3,750.00

4,910.12

156.75

157.35

33,770.06 36,084.85

5,000.00

1,679.37

(6,952.06)

(9,952.91)

(10,407.55)

5,959.35

(2,234.10)

(3,588.81)

(14,593.71) (5,903.00)

Balance as the end of the year Long Term Borrowings Short Term Borrowings Current maturities of Long Term Debt Interest accrued but not due

5,570.44 13,003.27 2,679.99

105.30

6.452.49 23,410.82 3,750.00

156.75 Balance as the end of the year 21.359.00 33,770.06


For M/s. 5.R.S.V. &Associates Chartered Accountants Firm Registration No. 0150415 G. CHELLA KRISHNA Partner Membership No. 210474 Place: Chennai Date: 24'" May, 2018






MiJ 25I5T2U01/11 031,1A51 109

mmbnuespulumst68 2 baoti Itir)9.1 j yis yruaqrric3

;11

BALANCE SHEET SHEET AS AT 31ST MARCH 2017 Note No. 31.03.2017

As at 31.03.2016 01.04.2015

ASSETS Z In Lakhs NON-CURRENT ASSETS Property, Plant and Equipments 7 39,050.98 37,415.65 36,840.45 Capital Work -in- Progress 7 249.53 1,411.12 340.40 Intangible Assets 7 546.16 149.53 50.87 Investment Property 8 43.94 53.66 120.96 Investment in Subsidiaries and Associates 9 21,274.07 21,449.32 21,295.97 Financials Assets

Other investment 9 2,807.83 2,071.25 2,447.37 Loans 10 511.04 468.80 602.45 Other Financials Assets 10 646.03 581.07 453.66

Other Non - Current Assets 11 185,84 374.83 806.82 65,315.42 63,975.23 62,958.95

2 CURRENT ASSETS Inventories 12 30,478.37 24,206.55 25,984.43 Financials Assets

Trade Receivables 13 7,317.63 6,882.88 6,934.37 Cash and Cash Equivalents 14 553.80 971.09 728.90

Other Financials Assets 15 522.73 566.43 716.97 Current Tax Assets 4,266.25 1,899.75 1,804.73 Other Current Assets 16 2,744.42 2,527.07 4,080.81

45,883.20 37,053.77 40,250.21 TOTAL ASSETS 1,11,198.62 1,01,029.00 1,03,209.16

II EQUITY AND LIABILITIES SHARE HOLDERS FUND Equity Share Capital 17 866.63 866.63 866.63 Other Equity 17-A 58,106,44 51,516.96 49,480.41 Total Equity 58,973.07 52,383.59 50,347.04 NON-CURRENT LIABILITIES Financial Liabilities

Borrowings 18 6,452,49 13,565.91 10,670.34 Deferred Tax Liability (Net) 19 1,104.22 240.31 1,021.90 Deferred Government Grants 20 162,53 174.23 185.92

7,719.24 13,980.45 11,878.16 CURRENT LIABILITIES Financial Liabilities

Borrowings 21 23,410.82 17,451.47 20,667.27 Trade Payables 22 5,112.21 3,840.27 3,694.98 Other financial Liabilities 23 10,616.45 10,563.90 14,531.36

Deferred Government Grants 11.70 11.70 11.70 Other Current liabilities 24 2,329.57 2,169.06 1,700.08 Provisions 25 3,025.56 628.56 378.57

44,506.31 _ 34,664.96 40,983.96 TOTAL 1 11 198 62 , , . 1,01,029.00 1,03,209.16 Significant Accounting Policies, Judgements and Estimates 1-6 See accompanying notes to the financial statements 7-50

For M/s.M.S. JAGANNATHAN N. KRISHNASWAMI Chartered Accountants Firm's Registration No.: 001208S K.SRINIVASAN Partner Membership No.: 021510 Place: Chennai Date : 30th May, 2017

For M/s.CNGSN a ASSOCIATES LLP Chartered Accountants Firm's Registration No.: 004915S LLP Registration No. S200036 C.N.GANGADARAN Partner Membership No.: 011205


P.R. VENKETRAMA RAJA Vice Chairman Et Managing Director R.S. AGARWAL Director

PREM.G.SHANKER Chief Executive Officer

K.SANKARANARAYANAN Chief Financial Officer

S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)


• RAMCC) INDUSTRIES LIMITED

CERTIFIED TRUE COPY

54 For RAMCO INDUSTRIES LIMITED YrriviLl 23.DIT2UOVII 0:MAP 109

m6icbriuzGpuiurruif6r5 .2 b691-i .03 `05191X32„ VfliSqrnOD S. Balamuru asundaraM




2016-17 2015-16 INCOME Note No. "f in lakhs in lakhs Revenue from operations 26 78,530.20 78,501.36 Other Income 27 4,149.37 3,331.34 Other Finance Income 28 187.30 142.24

Total Revenue 82,866.87 81,974.94

EXPENDITURE Cost of materials consumed 29 37,893.56 42,627.20 Cost of resale materials 131,08 324.42 Change in inventories of Finished Goods and Work in Progress 30 1,072.69 462.43 Excise duty on sale of goods 7,324.44 7,762.25 Employee benefit expenses 31 6,717.94 6,096.53 Finance costs 32 3,353.60 3,977.61 Depreciation and amortisation expenses 7 2,148.11 1,960.34 Other expenses 33 18,081.03 17,297.66 Total Expenses 76,722.45 80,508.44 Profit/(Loss) before exceptional items and tax 6,144.42 1,466.50 Exceptional Items 34 1,168.48 1,232.92 Profit / (Loss) before Tax 7,312.90 2,699.42 Income Tax expenses 36

Current Tax 1,342,21 138.63 Deferred Tax 863.91 (772.06) MAT Credit (880.52)

Profit/ (Loss) for the year 5,987.30 3,332.85

Other Comprehensive income (ii) Item will not be reclassified to profit / (loss)

in subsequent periods: Actuarial Gain/(loss) on defined benefit obligation(net) (131.20) (175.26) Fair value gain/(loss) on Equity instruments through OCI 733.38 (374.80) Total Comprehensive income for the year, net of Tax 6,589,48 2,782.79 Earnings per equity share of face value of 1 each Basic & Diluted in Rupees 6.91 3.85 Significant Accounting Policies, Judgements and estimates 1-6 Notes on Financial Statements 7-50 The accompanying notes form an integral part of the financial statements

For M/s.M.S. JAGANNATHAN Et N. KRISHNASWAMI Chartered Accountants Firm's Registration No.: 001208S K.SRINIVASAN Partner Membership No.: 021510 Place: Chennai Date :30th May, 2017

For M/s.CNGSN Et ASSOCIATES LLP Chartered Accountants Firm's Registration No.: 004915S LLP Registration No. 5200036 C.N.GANGADARAN Partner Membership No.: 011205


P.R. VENKETRAMA RAJA Vice Chairman & Managing Director R.S. AGARWAL Director PREM.G.SHANKER Chief Executive Officer K.SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary ft Sr.G.M.(Legal)


M'

23MT2U01/11 ODMASI

mali3britrar,puiumt:ind .2 b6.911 i6i2Li.1 3 y-IFA51.19e yrit5gcno.7.)




IAMCO INDUSTRIES LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March 2017

A Cash flow from operating activities Net profit after tax as per Profit and Loss Account Adjusted for

2016-17 in lakhs

6,589.48

2015-16 in takhs

2,782.79

Deferred tax 863.91 (781.59)

Loss on sale of assets 5.92 73.48 Depreciation 2,148.11 1,960.80 Impairment of Assets 30.19 Dividend Income (3,798.64) (3,122.21) Profit on sale of assets (89.16) (220.18) Profit on sale of shares (1,089.66) (1,049.35) Fair value loss/(gain) on investments (737.14) 376.67 Interest income (187.30) (142.24) Interest paid 3,482.59 3,817.81 Royalty receipts (1,874.20) (1,793.67)

(1,275.57) (850.29) Operating profit before working capital changes 5,313.91 1,932.50 Adjusted for Trade and other receivables (434.75) 51.49 Inventories (6,271.82) 1,777.88 Trade payables 1,271.94 145.29 Other Current Assets (3,408.83) 1,540.59 Other current Liabilities 2,610.06 (3,248.49)

(6,233,40) 266.76 Cash (used in) / generated from operations (919.49) 2,199.26 Taxes paid 868.68 68.68 Net cash (used in) / generated from operating activities (50.81) 2,267.94

B Cash flow from Investing activities Purchase of fixed assets (4,182.46) (2,999.16) Sale of fixed assets 117.94 319.10 Adjustments in Assets (32.31) 161.91 Proceeds from Sale of shares 1,265.47 1,224.00 Interest income 187.30 142.24 Dividend income 3,798.64 3,122.21 Changes in Capital WIP 1,161.59 (1,070.72) Advance for long term purpose 91.51 505.53 Investment subsidy Purchase of investment (328.55) Royalty receipts 1,874.20 1,793.67 Net cash (used in) / from investing activities 4,281.88 2,870.23

CERTIFIED TRUE COPY 56 HTIMLI 2EITAT2U01/11 ODMAA -10-1

mGusbnu.a.Gpircurnrilr38 .2 bsoii 16poi losia'asie \Marinlop


S. Bala rugasundaram Company Secretary & Legal Head

_ _

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March 2017 Contd..,

C Cash flow from financing activities

2016-17 in lakhs

2015-16 in lakhs

Proceeds from long term borrowing (7,113.42) 2,895.57 Proceeds from other Long term liabilities (11/0) (11.69) Proceeds from short term borrowings 5,959.35 (3,215.80) Dividend paid (746.25) Finance cost (3,482.59) (3,817.81) Net cash from / (used in) Financing activities (4,648.36) (4,895.98) Net increase / (decrease) in cash and cash equivalents (A+B+C) (417.29) 242.19 Cash and cash equivalents as at the beginning of the year 971.09 728.90 Cash and Cash equivalents as at end of the year 553.80 971.09

For M/s.M.S. JAGANNATHAN ft N. KRISHNASWAMI Chartered Accountants Firm's Registration No.: 001208S K.SRINIVASAN Partner Membership No.: 021510 Place: Chennai Date: 30th May, 2017



P.R. VENKETRAMA RAJA Vice Chairman Et Managing Director R.S. AGARWAL Director PREM.G.SHANKER Chief Executive Officer K.SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)



)3TI.Mij 231$1 -12UC1141 ODMASI

fr1(116bfl:JE.OUlUtrtlii58 .2 vio9,092 yriecirrioD




BALANCE SHEET AS AT 31ST MARCH 2017

Note No. 31.03.2017 As at

31.03.2016 01.04.2015 I ASSETS Z In Lakhs

NON CURRENT ASSETS Property Plant Et Equipment 7 41,831.67 40,575.84 40,466.66 Capital Work in Progress 7 1,101.88 2,234.61 959.62 Intangible Assets 7 546.16 156.49 50.87 Investment in Property 8 43.94 53.66 120.96 Investment in Subsidiary Et Associates 9 2,24,185.04 2,10,751.44 1,98,052.82 Financial Assets

Other Investment 9 2,807.83 2,071.25 2,447.38 Other Financial Assets 10 652.31 635.34 478.21

Other Non Current Assets 11 191.82 388.89 809.82 2,71,360.65 2,56,867.52 2,43,386.34

CURRENT ASSETS Inventories 12 34,185.71 29,359.24 29,023.35 Financial Assets

Trade Receivables 13 7,166.24 7,217.54 7,129.88 Cash and Cash Equivalents 14 5,516.65 6,450.77 3,673.93 Other Financial Assets 15 522.73 566.43 716.97

Current Tax Assets 16 4,359.48 2,123.07 1,804.73 Other Current Assets 17 3,233.80 3,335.79 5,205.44

54,984.61 49,052.84 47,554.30 Total 3,26,345.26 3,05,920.36 2,90,940.64

EQUITY AND LIABILITIES Share Holders Fund Share Capital 18 866.63 866.63 866.63 Other Equity 18 2,70,734.40 2,51,443.49 2,34,847.69 Total Equity 2,71,601.03 2,52,310.12 2,35,714.32 NON CURRENT LIABILITIES Financial Liabilities

Borrowings 19 6,452.49 13,565.91 11,058.35 Deferred Tax Liabilities (Net) 20 1,411.44 456.47 1,256.65 Deferred Government Grants 21 162.53 174.23 185.92

8,026.46 14,196.61 12,500.92 CURRENT LIABILITIES Financial Liabilities

Borrowings 22 23,410.82 17,451.47 20,667.27 Trade Payables 23 6,200.20 7,214.70 4,118.68 Other Financial Liabilities 24 11,134.93 11,630.62 15,391.70

Deferred Government Grants 11.70 11.70 11.70 Other Current Liabilities 25 2,856.55 2,399.12 2,157.48 Provisions 26 3,103.57 706.02 378.57

46,717.77 39,413.63 42,725.40 Total 3,26,345.26 3,05,920.36 2,90,940.64 Significant Accounting Policies, Judgements Et Estimates 1-6 See accompanying notes to the Financial Statements 37-48

For M/s.M.S. JAGANNATHAN ft N. KRISHNASWAMI Chartered Accountants Firm's Registration No.: 0012085 K.SRINIVASAN Partner Membership No 021510 Place: Chennai Date: 30th May, 2017



P.R. VENKETRAMA RAJA Vice Chairman Ex Managing Director R.S. AGARWAL Director PREM.G.SHANKER Chief Executive Officer K.SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)


CONSOLIDATED FINANCIAL STATEMENTS OF RAMC() INDUSTRIES LIMITED AND ITS SUBSIDIARIES


0)NIA I For RAMCO INDUSTRIES LIMITEC

mroribrtimielnumsir,a .a v1i.i1filDF_42 yfiriqfrioD

S. Balamurugasundaram Company Secretary &. Legal Head


INCOME Revenue from operations Other Income Other Financial Income Total Revenue

EXPENDITURE Cost of materials consumed Cost of Resale materials Change in inventories of Finished Goods and Work in Progress Excise Duty on Sale of Goods Employee benefit expenses Finance costs Depreciation and amortisation expenses Other expenses

Total Expenses

Profit before exceptional and extraordinary items and tax Exceptional items - ( Refer Note 4 (3 ))

Profit / Loss before tax Income Tax Expenses Current Tax Deferred Tax Mat Credit

Total Tax Expenses

Profit / (Loss) for the year Add: Share of Profit / (Loss) of Associate Profit for the year

Other Comprehensive Income Other Comprehensive income not to be reclassified to profit / (loss) in subsequent periods: Actuarial Gain /(Loss) on defined benefit obligation (net) Fair value gain/(loss) on Equity Instruments through OCI Total Comprehensive Income for the year before share of OCI of Associates net of tax Share of Associate Companies OCI Total Comprehensive Income for the year net of tax Total Comprehensive Income for the year attributable to the Owners' of Parent

Earnings per equity share - Basic Et Diluted ( in ) Face Value of Equity share Significant Accounting Policies, Judgements, Estimates See accompanying notes to the financial statements

In Lakhs Note No. 2016-17 2015-16

27 95,399.59 94,220.82 28 397.32 2,632.85 29 712.62 490.63

96,509.53 97,344.30

30 48,463.48 51,804.76

131.08 324.42 31 156.52 862.48 32 7,324.44 7,762.25 33 7,679.82 6,877.83 34 3,414.11 4,034.16 7 2,633.11 2,493.36 35 19,930.26 18,671.04

89,732.82 92,830.30

6,776.71 4,514.00 36 1,168.48 1,232.92

7,945.19 5,746.92

2,319.56 771.35

974.91 (772.06) (880.52)

2,413.95 (0.71)

5,531.24 5,747.63

14,944,72 13,496.11 20,475.96 19,243.74

(131.20) (175.26)

733.38 (374.80)

602.18 (550.06)

(41.12) (61.71) 561.06 (611.77)

21,037.02

31.32

29.44 ri 1

1-6 37-48

18,631.97

For M/s.M.S. JAGANNATHAN Et N. KRISHNASWAMI Chartered Accountants Firm's Registration No.: 001208S K.SRINIVASAN Partner Membership No.: 021510 Place: Chennai Date: 30th May, 2017

For M/s.CNGSN Ft ASSOCIATES LLP Chartered Accountants Firm's Registration No.: 004915S LLP Registration No. S200036 C.N.GANGADARAN Partner Membership No.: 011205


P.R. VENKETRAMA RAJA Vice Chairman a Managing Director R.S. AGARWAL Director PREM.G.SHANKER Chief Executive Officer K.SANKARANARAYANAN Chief Financial Officer S. BALAMURUGASUNDARAM Company Secretary Et Sr.G.M.(Legal)



ODMA.2

rribmtirtueequit.irnble,c3 .2 y1091392 sr.irrioD

113 CERTIFIED TRUE COPY For RAMCO INDUSTRIES LIMITED

S. Balamurugasundaram Company Secretary B( Legal Head


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017

A Cash flow from operating activities Net profit after Tax Adjusted for

2017-16 in lakhs

21,037.02

2016-17 in lakhs

18,631.97

Deferred tax 954.97 (800.18)

Loss on sale of assets 5.91 73.48

Depreciation 2,633.12 2,493.39 Impairment of Assets 30.19 Fair value Loss / (Gain) on Investments (15,355.64) (12,686.21)

Dividend Income (38.68) (2,417.77)

Profit on sale of assets (89.16) (220.18) Profit on Sale of Shares (1,090.82) (1,049.35)

Interest income (712.62) (490.63)

Effects on Exchange rate (735.30) Interest paid 3,588.21 4243.38

(10,839.99) (10,823.88) Operating profit before working capital changes 10,197.02 7,808.09

Adjusted for Increase in Trade a Other Payables (1,014.50) 3,096.01 Increase in Other Current Assets (3,604.30) 693.79 Increase in Other Current Liabilities 2,359.29 (3,562.23) Increase in Trade Ft Other Receivables 51.30 (87.64) Increase / (Decrease ) in Inventories (4,826.47) (335.89)

(7,034.68) (195.96) Cash (used in) / generated from operations 3,162.35 7,612.14 Taxes paid 1,513.58 308.06 Net cash (used in) / generated from operating activities 4,675.93 7,920.19

Cash flow from Investing activities Purchase of fixed assets (4,308.46) (3,073.08) Sale of fixed assets 117.93 319.10 Adjustment in Fixed Assets (4.87) 131.70 Proceeds from Sale of Shares 1,265.47 1,224.00 Interest income 712.62 490.63 Dividend income 38.68 2,417.77 Changes in CWIP 1,132.73 (1,274.99) Advances for long term purpose 189.82 331.10 Investment subsidy Purchase of Investment Net cash (used in) / from Investing activities (856.08) 566.24


TPUOVII ODMAA For RAMCO INDUSTRIES LIMITED

nif3mono2Golt1urn5158 .2 b5oti Y1 O yfifiqrne_o S. Balamuruga ndaram



1. 1'

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017 Contd...

C Cash flow from financing activities

2016-17 ?' in lakhs

2015-16 in lakhs

Proceeds from long term borrowing (7,113.42) 2,507.56 Proceeds from other Long term Liabilities (11.70) (11.69) Proceeds from short term borrowings 5,959.35 (3,215.80) Dividend paid (746.25) Finance cost (3,588.21) (4,243.38) Net cash from / (used in) Financing activities (4,753.98) (5,709.56) Net increase / (decrease) in cash and cash equivalents ( A*B*C) (934.12) 2,776.84 Cash and cash equivalents as at the beginning of the year 6,450.77 3,673.93

Cash and Cash equivalents as at the end of the year 5,516.65 6,450.77

The accompanying notes form an integral part of the financial statements For and on behalf of the Board As per our Report Annexed P.R. VENKETRAMA RAJA

For M/s.M.S. JAGANNATHAN

For M/s.CNGSN Et ASSOCIATES LLP Vice Chairman a Managing Director

N. KRISHNASWAMI

Chartered Accountants R.S. AGARWAL

Chartered Accountants Firm's Registration No.: 0049155 Director

Firm's Registration No.: 0012085

LLP Registration No. 5200036

PREM.G.SHANKER K.SRINIVASAN

C.N.GANGADARAN Chief Executive Officer

Partner Partner K.SANKARANARAYANAN

Membership No.: 021510

Membership No.: 011205

Chief Financial Officer Place: Chennai

S. BALAMURUGASUNDARAM Date : 30th May, 2017

Company Secretary Et Sr.G.M.(Legal)

PY

115

r L . ..)11 1/1,;1

CERT%FEDt RUE. C

For RAMCO INDUSTRIES LIMIT7D

rrtro&Vii.;e.r..puitirtu,Ir.8 .2 • i 6 y-161,21)”2 ynrortioD


— —

RAMCO INDUSTRIES LIMITED Regd. Office: 47, P.S.K.Nagar, Rajapalayam 626 108.

Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennal-600 004. CIN: L26943TN1965PLC005297 ; WEBSITE: www.ramcoindltd.com

STATEMENT OF UN-AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2019 Rs. In lakhs

Particulars

STANDALONE CONSOLIDATED

QUARTER ENDED YEAR ENDED QUARTER ENDED YEAR

ENDED 31.03.201-9-7.

Audited 31.032019

Audited , 30.06.2018 Un-audited

31.03.2019 Audited

' It

31.03.2019 Audited

30.06.2018 Un-audited

1

2

3 4

5 6 7 8 9

10

11 12 13

a b c d e

a b c

d e f g

INCOME Sale of Products ( including excise duty) Other Operating Income Income from Operations (a+b) Other Income Total Income (c + d) EXPENSES Cost of Materials Consumed Purchase of Stock In Trade Changes in Inventories of Finished Goods, Work Progress, & Stock in Trade Employee Benefits Expenses Finance Costs Depreciation and Amortisation Expenses Other expenses Total Expenditure Profit from Ordinary Activities Before Tax (3+4) Tax Expense Current Tax Deferred Tax MAT Credit entitlement Net Profit from ordinary activities after Tax (5-6) Share of Profit/(loss) [PAT] of Associates Net Profit for the period (7+8) Other Comprehensive Income / (loss) (net of tax) Share of OCI (net of tax) of Associates Total Comprehensive Income (after tax) for the period (9+10+11) Paid up Equity Share Capital (face value-Re.1 each) Reserves (excluding Revaluation Reserve) Basic&Diluted Earnings Per Share of Re 1/ each in Rs. Based on Net profit for the period (Not annualised)

291 21,874 476

29,905 508

87,467 2308

1 :.. 44 26413

23 32,935

205 1,02,881

768 lir'

t, 22,350

154 30413

65 89775 , 3423

'" ;,. ''

26436 262

33,140 133

103,649 2A08

3iI 22504 30,478 93,198 4 2i 26,698 33,273 1,06,057

I.

i88

6

i

11,158 3

(19)

1,964 396 636

6,976

13,104 63

3,424

1,935 365 599

7,452

44,616 163

712

8,092 1,506 2461

25,845 „

q 46

13497 7

189

2273 397 773

7,440

14,783 64

3,276

2,173 366 731

7,809

52,983 177

863

9,147 1510 2,949

27,709 ,i,:. 21,114 26,942 83,395 `i-I 24,576 29,202 95.338 , T 1,390 1,536 9,803 9 .- 2,122 4,071 10,719

238 (8)

(293)

901 1 265 (790)

1$34 2,060

(1,510)

470 176

(293)

1,007 1,265 (790)

2,534 2,244

(1.510) 7O 1,453 2,160 7,319 ..,,.

t 4'4 1,769 3552

2,589 2,921

7451 9,784

t1 1,453

(3) 2,160

144 7,319

214 't'. T4

41 5,321

(3) (49)

5,510 144 51

17,235 214 94 t,

1,450 2,304 7,533 i., ,...

6,48 5,269 5,705 17,543

75

(..i -

1.68

867867

2.49

867 72,650

845

'.:, „.• '

835

6.37

836

6.59

835 3$4,350

20.63

4,

; •I. 3 r.iA.1,1 CERTIFIED TRUE COPY


S. Belem rugasundaram Company Secretary & Legal Head

UN AUDITED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

1 a b c d

Particulars

STANDALONE CONSOLIDATED

QUARTER ENDED YEAR ENDED QUARTER ENDED YEAR

ENDED

, , .4 ., -

31.012019 . Audited

30.06.2018 On audited

31.03.2019 Audited

CI - .. _ . - v .

31.03.2019 Audited

30,06.2018 Un-audited

31.03.2019 Audited

Segment Revenue! Income: 0 '

.,:.-_, ' 1, ,

r , ..,..., --

"

17,757 4, 143

234

26,228 3577

435 306

73,153.k1

1,630 1,540

14,922-

..:" x

, S16 ,

k',:- 4

, .,'

22,296 4,143

234 445

29,258 3577

435 306

88,567 14,922 1,630 1,540

Building Products Textiles Windmills Unallocated 445 TOTAL Less: Inter segment Revenue

t:','- i - X:

, , 22579

229 30546

233 91,245 1,470

V- -3A71 ''' ,. , '

27,118 682

33,676 536

1,06,659 3,010

Net Sales! Income from Operations ,.296O3 22,350 30,413 89,775 , , , 26,436 33,140 1,03,649

2

3

a b c d

a b c d

Segment Results Profit (+) Loss (-) Before tax and 414.1110„, 4-:

. '" ._

': V ,1V -,..-if:,,,,,-...,̀.1"ri i:,,,- t

, 038 248 97

- .,:P '1A.,','.:',

3417 116 301

5577 544

1583*.

. 4 t - , , :ti ,'

: -

1,781 248 97

3,962 116 301

8,222 544

1,083

Finance Cost Building Products '' 1 Textiles Windmills Unallocated Total Less: Finance Cost Add: Un-allocable income net off unallocable expenditure

„ . .4.,,,

1,383 396 403

3,834 365 67

7,504 s,.:,,ii. 1,506 3,805

1 , ti. ''':'-' :.1: , ;kg _

Z126 397 393

4,379 366 58

9,849 1,510 2,380

Total Profit before Tax LI., ii, • :,.0. 1,390 3,536 9,803 Wi'll 2,122 4,071 10,719 Segment Assets

glz,;149 -, '-ii :4:'

57,454 13,708 1,653

44,014

48,696 15,038 1,954

40,738

' 57,454 13,708 1 653',

44,014

;. .4,":..2 --' •

'4.'t BOO ''

A 't8 8 :::,455075

70,296 13,708 1553

264,955

62 123 15,038 1554

251,792

70,296 13.708 1,653

2,64,955

Building Products Textiles Windmills Unallocated TOTAL ,1r45*

1,16,829 1,06,426 1,16,829 j9696, 3,50,612 3,30,997 3,50,612

4 a b c d

Segment Liabilities • , . ' 1 ' ,

, 11

4r34'1459 10,638

133 31,082

11,147 2297

147 24,115

10,638 1,459

133 31,082

,:'t %,. 4'1

,',.:,̀.:4,,, , 0 i•-.044:,,,c,',„

12.720 1459 1,459

133 31C83

12,843 2,297

147 24,115

12,720 1A59

133 31,083

Building Products Textiles Windmills Unallocated .!7;,5.,,a.4..A.2

irr,-,', TOTAL 444, , , 43,312 37,706 43,312 #1387,9 45,395 39,402 45,395

CERTIFIED TRUE COPY


TIMIj all st T S. aIarnur1jgasundaram Company Secretary & Legal Head

• •,,r• " eGpl.njir11-403 2


Corporate Office: "Auras Corporate Centre', 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-04. CIN:126943TN1965PLC005297 ; WEBSITE: www.ramcoindltd.com

EXTRACT OF UN-AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2019 Rs. In lakhs

Particulars

CONSOLIDATED QUARTER ENDED YEAR ENDED

30:06.209" ,On-auditect

31.03.2019 Audited

30,06.2018 Un-audited

31.03.2019 Audited

1 2

3

4

5

6

7 8 9 10

Income from Operations Net Profit/(los) fr.-)r the period (before tax, Exceptional and /or Extraordinaryftems)-

. - Net Profit/(loss) for the period (before tax, Exceptional and /or Extraordinary items) _ Net Profit / (Loss) for the period (after tax, after Exceptional and / or Extraordinary items) Share of Net profit After Tax (PAT) of Associates accounted for using the equity method 254

(Comprising Total Comprehensive Income for the period (Co- Net Profit for the period after tax and other Comprehensive Income after tax) Paid up Equity share capital . . Reserves (excluding Revaluation Reserve) _

. _ Net worth . Earnings Per share of Re.1/- each (Rs.) (Not annualised)

.. _ _

Basic: Diluted:

32,264

495

,- , 3,496

26,436

2,122

2,122

1,769

3.552

5,269 835

6.37 6.37

33,140

4,071

4,071

2,589

2,921

5,705 836

6.59 6.59

1,03,649

10,719

10,719

7,451

9,784

17,543 835

3,04,350 3,05,185

20.63 20.63

, ' '-1,850

, 4I „

. 6485 ,835

, .... -,

.." `

.. .., -,.,,7,31t

4-2A= • • , .,.7:3:t Notes: 1 The above is an extract of the detailed format of Quarterly Financial Results filed with Stock Exchanges under

Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations 2015. The full format of the Quarterly Financial Results are available on the Bombay Stock Exchange website (URL: www.bseindia.com/corporates), the National Stock Exchange website (URL:www.nseindia.com/corporates) and on the Company's website ( URL: www.ramcoindltd.com).

2 Key informations on Standalone Un-audited Financial Results:

Particulars

QUARTER ENDED YEAR ENDED 30.06.2019' r.ln-aurtifixi

31.03.2019 Audited


31.03.2019 Audited

Income from Operations Net Profit / (Loss) loi. the Period (after tax, after Exceptional and! or Extraordinary items) Total Comprehensive Income for the period (Comprising Net Profit for the period after tax and other Comprehensive Income after tax)

29,603 . N - 2,570'

' 2,911

22,350

1,453

1,450

30,413

2,160

2,304

89,775

7,319

7,533 3 The previous period figures have been re-grouped I restated wherever considered necessary.

For Ramco Industries Limited

'ALA' QERTIFIED TRUE COPY

Rajapalayam 07-08-2019

P.V.ABINAV RAMASUBRAMANIAM RAJA MANAGING DIRECTORr RAMCO INDUSTRIES LIM ITE I


- -

Notes: 1 The above un-audited financial results were reviewed by the Audit committee and approved by the Board of Directors at its Meetings held or. 07.08.2019.

2 This statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Sec 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

3 The Company has adopted Ind AS 116 with modified retrospective approach, with effect from April 01, 2019 for all lease contracts. Accordingly, the comparative periods have not been restated. The effect of this adoption is insignificant on the profit and earnings pet share for the current period.

4 The figures for the quarter ended 313-2019 are the balancing figures between audited figures in respect of full financial year and published year to date figures upto the third quarter of the relevant financial year.

5 The previous period figures have been re-grouped / restated wherever considered necessary. For Ramco Industries Limited

Rajapalayam P.V.ABINAV RAMASUBRAMANIAM RAJA 07-08-2019 MANAGING DIRECTOR

CERTIFIED TRUE COPY For RAMCO INDUSTRIES LIMr7Er

15t6j-12--- S. Balamu ugasundaram Company Secretary & Legal Head

2E1RT2UCIVII ODMASI -

rr, irrv. y f f 4 f • 1

IndependentAuditor's Review Report on Standalone Quarterly Unaudited Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Review Report to The Board of Directors RAMCO INDUSTRIES LIMITED

We have reviewed the accompanying statement of unaudited financial results of RAMCO INDUSTRIES LIMITED for the quarter ended 30th June 2019, being submitted by the Company pursuant to the requirement of Regulation 33 of the. SEBI (Listing Obligations and Disclosure Requirements) Regillations, 2015, as amended, read with Circular No. CIR/CFD/CMD1/44/2019 dated 29th March 2019.

This statement is the responsibility of the Company's management and has been approved by the Board of Directors, which has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on these financial statements based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information performed by the Independent Airditor of the Entity" issued-by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical* procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We did not review the interim financial statements of ONE foreign branch included in the standalone unaudited interim financial results for the quarter ended 30th June 2019, whose results reflect total revenue of Rs. 17.95 lakhs, total net profit after tax of Rs. 14.08 Lakhs and total comprehensive income Rs. 14.08 lakhs for the quarter ended 301h June 2019. These interim financial statements and other financial information have been reviewed by another independent auditor in accordance with the regulations of that country, whose report has been furnished to us, and our opinion on the consolidated unaudited interim financial results for the quarter ended 30th June 2019, to the extent they have been derived from such reviewed financial statements is based solely on the report of such other auditors. Our conclusion is not modified in respect of this matter.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results, prepared in accordance with applicable Indian *Accounting • Standards, and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of

•,CERTIFIED TRUE COPY

For RAMCO INDUSTRIES L1 "

812.4)14— S. Balamu ugasundaram Company Secretary & Legal Head

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For SRSV & Associates Chartered Accountants Firs RegistratiOn No.: 015041S

etc P. Santhanam Partner Membership No.: 018697 UDIN No.: 19018697AAAABX7412

For Ramakrishna Raja And Co Chartered Accountants Firm Registration No.: 005333S

M. Vijayan Partner Membership No.: 026972 UDIN No.: 19026972AAAAEJ8676

Place: Rajapalayam Dated: 76 August 2019


S. BalamuRigasundaram Company Secretary & Legal Head

: ltd

L. Turn,111;8 ty9H 'r; .! y yntIC.Vrit

-

!•`.1,

CERTIFIED_IRUE COPY For RAMCO INDUSTRIES LIMI

Independent.Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

The Board of Directors of RAMCO INDUSTIRES LIMITED

1. We have reviewed the accompanying Statement of Consolidated Unaudited financial results of RAMCO INDUSTRIES LIMITED ("The Parent") and its Subsidiaries(The Parent and its subsidiaries together referred to as the "Group"), and its share of net profit after tax and total comprehensive income of its associates for the quarter ended 30th June 2019 being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Circular No. CIR/CFD/CMD1/44/2019 dated 29th March 2019. Attention is drawn to the fact that the consolidated figures for the corresponding quarter ended 30th June 2018 as reported in these financial results have been approved by the Parent's Board of DirectoM but have not been subjected to review since there was no mandatory requirement to submit quarterly consolidated financial results prior to April 1, 2019.

2. This statement which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (Ind AS 34), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the statement based on our review.

3. We conducted our review of the statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Institute of Chartered Accountants of India (ICAO. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other reView procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing obligations and Disclosure Requirements) regulations, 2015 as amended, to the extent applicable.

14 0 gtembirtnettan 6. Wittman), p) Mita /keel * 0 MaduciFIZS002so

s......, Company Secretary & Legal Head

, S. Bala urugasundaram NtrZA:""311 ACOctr., ,

IN/

4. The Statement includes the results of the following Subsidiaries and Associates:

Name of the entity Relationship SudharSanam Investments Limited Subsidiary Sri Ramco Lanka (Private) Limited, Srilanka Subsidiary Sri Ramco Roofings Lanka (Private) Limited, Srilanka Subsidiary The Ramco Cements Limited Associate Ramco Systems Limited Associate Rajapalayam Mills Limited Associate • Ramco Industrial and Technology Services limited Associate Madurai Trans Carrier Limited Associate Lynks Logistics Limited Associate

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraphs 6, 7 and 8 below, nothing has come to our attention that causes us to believe that the accompanying financial statements, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. We did not review the interim financial statements of Two foreign subsidiaries included in the consolidated unaudited interim financial results for the quarter ended 30th June 2019, whose results reflect total revenue of Rs. 3,751.42 lakhs, total net profit after tax of Rs. 989.01 Lakhs and total comprehensive income Rs. 989.01 lakhs for the quarter ended 30th June 2019. These interim financial statements and other financial information have been reviewed by another independent auditor in accordance with the regulations of that country, whose report has been furnished to us, and our opinion on the consolidated unaudited interim financial results for the quarter ended 30th June 2019, to the extent they have been derived from such reviewed financial statements is based solely on the report of such other auditors. Our conclusion is not modified in respect of this matter.

7. We did not review the interim unaudited financial information of one Subsidiary included in the consolidated unaudited financial results, whose interim financial information reflect total revenues of Rs. 0 lakhs, total net loss after tax of Rs. 9.27 lakhs and total comprehensive loss of Rs. 9.27 lakhs, for the quarter ended 30th June 2019, as considered in the cdnsolidated unaudited interim financial results. These interim financial statements and other financial information have been reviewed by another independent auditors whose reports have been furnished to us and our conclusion on the Statement reviewed by their auditors, in so far as it relates to the amounts and disclosures included in respect

CERTIFIED TRUE COPY For RAMCO INDUSTRIES LIMI

S. Balamurligasundararn Company Secretary & Legal Hee

of these subsidiaries, is based solely on the reports of their auditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter.

8. We did not review the interim unaudited financial information of 6 Associates included in the consolidated unaudited financial results, whose interim financial information also includes the Group's share reflect total net profit after tax of Rs. 18,863.38 lakhs and total comprehensive income of Rs. 19,045.38 lakhs for the quarter ended 30th June 2019 as considered in the consolidated unaudited interim financial results. These interim financial information have been reviewed by their auditors and whose reports have been furnished W us and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these Associates, is based solely on the reports of their auditors and the procedures performed by us as stated in paragraph 3 above Our conclusion is not modified in respect of this matter.

For SRSV & Associates Chartered Accountants Fir Registration No.: 0150415

"4,

P. Santhanam Partner Membership No.: 018697 UDIN No.: 19018697AAAABY5668


M. Vijayan Partner Membership No.: 026972 U DIN No.: 19026972AAAAEK9600

Place: Rajapalayam Dated: 7th August 2019

CERTIFIED TRUE COPY •For RAMCO INDUSTRIES LIMITEE

It13)41/41-4)--- S. Balamur gasundaram Company Secretary & Legal Head

_ _


Corporate Office: "Auras Corporate Centre", 98-4, Dr. Radhakrishnan Road, Mylapore, Chennai-600 004. CIN: L26943TN1965PLC005297 ; WEBSITE: vAwcramcoindltd.com

STATEMENT OF UN-AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30.09.2019 Rs. In lakhs

STANDALONE

Particulars QUARTER ENDED HALF YEAR ENDED YEAR ENDED

30.09.2019 30.06.2019 30.09.2018 30.09.2019 30.09.2018 31.032019• Un-audited Un-audtted Un-audited Un-audited Un-audited Audited

1 INCOME a Sale of Products 17,097 29,188 18,245 46,285 48,150 87,467 b Other Operating Income 601 415 595 1,016 1,103 2,308 c Income from Operations (a+b) 17,698 29,603 18,840 47,301 49,253 89,775 d Other Income 1,710 1,040 2,425 2,750 2,490 3,423 e Total Income (c + d) 19,408 30,643 21,265 50,051 51,743 93,198

2 EXPENSES a Cost of Materials Consumed 9,573 13,887 . 10,742 23,460 23,846 44,616 b c

Purchase of Stock In Trade Changes in Inventories of Finished Goods Work-in-Progress & Stock in Trade

21

(1,539)

18

2,241

55

(1,702)

39

702

118

1,722

163

712

d Employee Benefits Expenses 2,283 2,206 2,108 4,489 4,043 8,092 e Finance Costs 322 425 353 747 718 1,506 f Depreciation and Amortisation Expenses 647 636 598 1,283 1,197 2,461 g Other expenses '5,812 7,296 5,779 . 13,168 13,231 25,845

Total Expenditure. 17,179 26,709 17,933 43,888 44,875 83,395

3 Profit from Operations Before Exceptional items and Tax (1-2) 2,229 3,934 3,332 6,163 6,866 9,803

4 Exceptional Items (loss) / gain 404 - - 404 - - 5 Profit from Ordinary Activities Before Tax (3+4) .2,633 3,934 3,332 6,567. 6,868 9,803 6 Tax Expense

Current Tax '22 843 466 865 1,367 1,934 Deferred Tax • 490 21 451 .511 1,716 2060, MAT Credit entitlement (36) 500 (215) 464 (1,005) (1,510)

7 Net Profit from Ordinary aCtivities after Tait (5-6) 2,157 2,570 2,630 4,727 4,790 7,319 8 Other Comprehensive income /(loss) (net of tax) (152) 341 (300) (11) (156) 214

9 Total Comprehensive Income (after tax) for the period (7+8) 1,805 2,911 2,330 4,716 4,634 7,633

10 Paid up Equity Share Capital (face value-Re.1 each) 867 867 867 867 867 867 11 Reserves (excluding Revaluation Reserve) 72,650 12 Basic&Diluted Earnings Per Share of Re.1/- each -in Rs.

Based on Net profit for the period (Not annualised) 2.49 2.97 3.03 5.45 5.53 8.45

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMITEC

S. Balamtirugasundaram Company Secretary & Legal Head


1

Particulars

STANDALONE

QUARTER ENDED HALF YEAR ENDED YEAR ENDED




3M9.2019'.30.09.2018 Un-audited ' Un-audited

31.03 2019 Audited

Segment Revenue! Income: a Building Products 14,041 25,720 14,357 39,761 40,585 73,153 b Textiles 3,090 3,471 3,888 6,561 7,565 14,922 c Windmills 620 534 798 1,154 1,233 1,630 d Unallocated 484 296 429 780 735 1,540

TOTAL 18,235 30,021 19,472 48,256 50,118 91,245 Less: Inter-segment Revenue 537 418 632 955 865 1,470 Net Sales ! Income from Operations 17,698 29,603 18,840 47,301 49,253 89,775

2 Segment Results Profit 1+1 Loss (-I Before tax and Finance Cost

a Building Products 345 3,223 416 3,568 3,833 5,877 b Textiles 52 62 58 114 174 544 c Windmills 475 377 . 666 852 967 1,083 d Unallocated . .

Total 872 3,662 1,140 4,534 4,974 7,504 Less: Finance Cost 322 425 353 747 718 1,506 Add: Un-allocable income net off unallocable expenditure 2,083 697 2,545 2,780 2,612 3,805 Total Profit before Tax 2,633 3,934 3,332 6,567 6,868 9,803

3 Segment Assets a Building Products 56,090 54,570 52,791 56,090 52,791 57,454 b Textiles 15,332 14,990 14,585 15,332 14,585 13,708 c Windmills 1,633 1,688 2,006 1,633 2,006 1,653 d Unallocated 43,112 44,434 37,851 43,112 37,851 44,014

TOTAL 1,16,167 1,15,682 1,07,233 1,16,167 1,07,233 1,16,829 4 Segment Liabilities

a Building Products 9,929 11,165 10,123 9,929 10,123 10,638 b Textiles 3,747 3,419 1,292 3,747 1,292 1,459 c Windmills 146 150 135 146 135 133 d Unallocated 24,637 24,611 25,064 24,637 25,064 31,082

TOTAL 38,459 39,345 36,614 38,459 36,614 43,312 STATEMENT OF ASSETS AND LIABILITIES

Rs In Lacs

Particulars STANDALONE As at

30.09.2019 As at

31.032019 A ASSETS 1 NON-CURRENT ASSETS

Property, Plant and Equipment 40,118 40,652 Capital Work-in-progress 3,306 91 Intangible Assets 718 751 Investment property 66 66 Investment in Subsidiaries and Associates 23,022 22,272 Financial Assets

Investments 3,707 3,690 Loans and Advances 341 412 Other Financial Assets 728 655

Other Non Current Assets 239 204 Sub-total - Non-current assets 72,245 68,793

CERTIFIED TRUE COPY


S. Balamurug sundaram Company Secretary & Legal Head

/WI 4‘ J P.V.ABINAV RAMASUBRAMANIAM RAJA S. Balamu ugasundaram

Company Secretary & Legal Head MANAGING DIRECTOR

Particulars STANDALONE As at

30.09.2019 As at

31.03.2019 2 CURRENT ASSETS

Inventories 22,083 25,111 Financial Assets

Trade receivables 9,235 9,325 Cash and cash equivalents 1,607 989 Other Financial Assets 209 245

Current Tax Assets 6,885 6,188 Other current assets 3,903 1,958 Sub-total - Current assets 43,922 43,816 TOTAL ASSETS 1,16,167 1,12,609

B EQUITY AND LIABILITIES 1 EQUITY

Equity Share capital 867 867 Other Equity 76,841 72,650 Sub-total • Equity ' 77,708 73,517

2 NON-CURRENT LIABILITIES Financial Liabilities

Borrowings 3,063 2,561 Other financial Liaibilities 205

Deferred Tax Liabilities (Net) 1,790 862 Deferred Government Grants 133 139 Provisions - - Sub-total - Non-current liabilities 5,191 3,562

3 CURRENT LIABILITIES Financial Liabilities

Borrowings 10,165 13,172 Trade Payables

Dues of Micro and Small Enterprises 53 72 Dues of creditors other than Micro and Small Enterprises 3,092 3,836

Other Financial Liabilities 10,091 9,602 Other current liabilities - 2,019 1,858 Government Grants 12 12 Provisions 7,836 6,978 Sub-total - Current liabilities 33,268 35,530 TOTAL EQUITY AND LIABILITIES 1,16,167 1,12,609

Notes: 1 The above tin-audited standalone financial results were reviewed by the Audit committee and approved by the Board Of Directors at

ita Meetings held on 30.10.2019. 2 This statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS)

prescribed under Sec 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the .extent applicable.

3 The Company has adopted Ind AS 116 with modified retrospective approach, with effect from April 01, 2019 for all lease contracts. Accordingly, the comparative periods have not been restated. The effect of this adoption is insignificant on the profit and earnings per share for the current period.

4 On 20.09/019, vide the taxation laws (Amendment) Ordinance 2019, the Government of India inserted section 115 BAB in the Income Tax Act, 1961 which provides domstic companies a non-reversible option to pay corporate tax at reduced rates effective from 01.04.2019 subject to certain conditions. The company is currenctly in the process of evaluating this option.

5 Exceptional item indicates profit on sale of Land of ks.135 lakhs and profit on sale of shares of Rs. 269 lakhs. CERTIFIED TRUE COPY 6 The previous period figures have been re-grouped / restated wherever considered necessary

For Ramo Industries Limited For RAM CO INDUSTRIES LIMI" , 3s 'r

O. Chennsi

A600 004

* °

Chennai 30-10-2019 .

gt/

RAMCO INDUSTRIES LIMITED Regd. Office: 47, P.S.K.Nagar, Rajapalayam 626 108. Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore,•Chennai-600 004. CIN: L269431N1965PLC005297 ; WEBSITE: www.ramcoindltd.com

STANDALONE CASH FLOW STATEMENT FOR THE PERIOD ENDED 30.09.2019


HALF YEAR ENDED 30.09.2019 t in Lakhs

6,56718

HALF YEAR ENDED 30.09.2018

in Lakhs

6867.63

Loss on sale of assets 0.41 14.77 Depreciation 1,28233 1,197.44 Dividend Income (2,429.13) (2,312.61) Profit on sale of assets (256.00) (7.10) Profit on sale of shares (269.42) - Fair value loss/(gain) on investments 2.17 5.28 Interest income (23.70) (79.18) Cash flow arising out of Actuarial loss on defined benefit (30.30) obligation (34.00) Interest paid 747.25 718.18 Royalty receipts (780 .17) .

(729.11) (1,741.80) 1,240.69) (

Operating profit before working capital changes 4 . ,82548 5,626.94 Adjusted for Trade and other receivables 89.80 (866.99) Inventories . 3 ,02789 2,653.07 Trade payables (762.43) (655.06) Other Current Assets (3,198.13) (3,466.41) Other current Liabilities/financial liabilities 1,840.93 3,342.54

998.06 1,007.15 Cash (used in) / generated from operations 5,823.54 6,634.09 Taxes paid (272.66) (507.15)

Net cash (used in) / generated from operating activities 5,550.88 6,126.94 B Cash flow from Investing activities

Purchase of Plant, property and Equipment (853.15) (833.92) Proceeds from Sale of Plant, property and Equipment 483.48 15.29 Adjustments in Assets (245,74) (22.10) Proceeds from Sale of shares 272.42 - Interest income 23.70 79.18 Dividend income 2,429.13 2,312.61 Changes in Capital WIP (3,214.85) (327.45) Advance for long term purpose (37.70) 26.80 Purchase of investment (750.39) (1,000.48) Royalty receipts 780.17 729.11

Net cash (used in) / from investing activities (1,112.93) 979.04 C Cash flow from financing activities

Proceeds from long term borrowing 373.13 (1,566.55) Proceeds from other Long term liabilites (5m) (5.85) Proceeds from short term borrowings (3,006.87) (3,507.24) Dividend paid (433.31) (433.32) Finance cost (747.25) (718.18)

Net cash from./ (used in) Financing activities (3,82015) (6,231.14) Net increase.! (decrease) in cash and cash equivalents (A+B+C) 617.80 874.84 Cash and cash equivalents as at the beginning of the period 989.48 632.20 Cash and Cash equivalents as at end of the period 1,607.28 1,507.04

CERTIFIED TRUE UOP


P.V.ABINAV RAMASUBRAMANIAM RAJA s, Bala urugasundaram MANAGING DIRECTOR Company Secretary & Legal Head.

Place: Chennai Date: 30-10-2019


kg4-04.

RAMCO INDUSTRIES LIMITED Regd. Offige: 47, P.S.K.Nagar, Rajapalayam 626 108.

Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-600 004. L26943TN1965PLC005297 ; WEBSITE: vAwaamcoindttd.com

STATEMENT OF UN-AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.09.2019 Rs. In lakhs

Particulars

CONSOLIDATED


30.092019 Un-audited





31.03.2019 Audited

1 INCOME a Sale of Products 21,948 32,144 22,507 54,092 55,442 1,02,881

Other Operating Income 116 120 169 236 374 768 Income from Operations (a+b) 22,064 32,264 22,676 54,328 55,816 1,03,649 Other Income' 1,899 237 1,811 2,136 1944, 2,408 Total Income (c + d) 23,963 32,601 24,487 56,464 57,760 1,06,057

2 EXPENSES a Cost of of Materials Consumed 12,409 15,615 12,957 28,024 27,740 52,983

Purchase of Stock In Trade 24 18 55 42 119 177 Changes in Inventories of Finished Goods, Work-in-Progress & Stock in Trade (1,641) 2,021 (1,645) 380 1,631 863

Employee Benefits Expenses 2,585 2,453 2,365 5,038 4,538 9,147 Finance Costs 325 426 354 751 720 1,510 Depreciation and Amortisation Expenses 769 760 728 " 1,529 1,459 2,949 Other expenses 6,419 7,713 6,290 14,132 14,099 27,709 Total Expenditure 20,890 29,006 21,104 49,896 50,306 95,338

3 Profit from Operations Before Exceptional items and Tax (1-2) 3,073 3,495 3,383 6,568 7,454 10,719

4 Exceptional Items (loss) I gain 404 404 5 Profit from Ordinary Activities Before Tax (3+4) 3,477 3,495 3,383 6,972 7,454 10,719 6 Tax Expense

Current Tax 174 1,080 628 1,254 1,635 2,534 Deferred Tax 534 65 451 599 1,716 2,244 MAT Credit entitlement • (36) 500 (215) A64 (1,005) (1,510)

7 Net Profit from ordinary activities after Tax (5-6) 2,805 1,850 2,519 4,655 5,108 7,451 8 Share of Profit/(loss) [PAT] of Associates 2,255 4,254 1,104 6,509 4,025 9,784 9 Net Profit for the period (7+8) 5,060 6,104 3,623 11,164 9,133 17,235

10 Other Comprehensive Income / (loss) (net of tax) (352) 341 (300) (11) (156) 214 11 Share of OCI (net Of tax) of Associates 45 40 88 85 139 94

12 Total Comprehensive Income (aftertax) for the period (9+10+11) 4,753 6,485 3,411 11,238 9,116 17,543

13 Paid up Equity Share Capital (face value-Re.1 each) 835 835 836 835 836 835 14 Reserves (excluding Revaluation Reserve) 3,04,350

15 Basic&Diluted Earnings Per Share of Re.1/- each -in Rs.

Based on Net profit for the period (Not annualised) 6.06 7.31 4.34 13.36 10.93 20.63 (Treasury share of 31:22 lakhs (as on 31.03.2019 : 31.22 lakhs and as on 30.09.2018 : 31.05 lakhs) were deducted from total number of

equly shares for the purpose of 'computation of Consolidated Earnings per share

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMITEU

S. Balamurllgasufldaram Company Secretary & Legal Head

UN-AUDITED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

1

Particulars

CONSOLIDATED


3009.2019 Un-audited





31.012019 Audited

Segment Revenue! Income: a Building Products 18,892 28,676 18,619 47,568 47,877 88,567 b Textiles 3,090 3,471 3,888 6,561 7,565 14,922 c Windmills 620 534 798 1,154 1,233 1,630 d Unallocated 484 296 429 780 735 1,540

TOTAL 23,086 32,977 23,734 56,063 57,410 1,06,659 • Less: Inter-segment Revenue 1,022 713 1,058 1,735 1,594 3,010

Net Sales! Income from Operations 22,064 32,264 22,676 54,328 55,816 1,03,649

2 Segment Results Profit (+1 Loss (-) Before tax and Finance Cost

a Building Products 1,112 3,700 1,184 4,812 5,147 8,222 b Textiles 52 62 58 114 174 544 c Windmills 475 377 666 852 967 1,083 d Unallocated - - .. - - -

Total 1,639 4,139 1,908 5,778 6,288 9,849 Less: Finance Cost 325 426 354 751 720 1,510

Add: Un-allocable income net off unallocable expenditure 2,163 (218) 1,829 1,945 1,886 2,380

Total Profit before Tax 3,477 3,495 3,383 6,972 7,454 10,719 3 Segment Assets

a Building Products 69,995 67,450 66,359 69,995 66,359 70,296 b Textiles 15,332 14,990 14,585 15,332 14,585 13,708 c Windmills 1,633 1,688 2,006 1,633 2,006 1,653 d Unallocated 2,70,348 2,65,478 2,48,915 2,70,348 2,48,915 2,64,955

TOTAL 3,57,308 3,49,606 3,31,865 3,57,308 3,31,865 3,50,612 4 Segment Liabilities

a Building Products 13,708 14,158 12,254 13,708 12,254 12,720 b Textiles 3,747 3,419 1,292 3,747 1,292 1,459 c Windmills 146 150 135 146 135 133 d Unallocated 23,864 24,612 25,064 23,864 25,064 31,083

TOTAL 41,465 42,339 38,745 41,465 .38,745 45,395 STATEMENT OF ASSETS AND LIABILITIES

Rs. In Lacs

Particulars CONSOLIDATED As at

30.09.2019 As at

31.03.2019 A ASSETS 1 NON-CURRENT ASSETS

Property, Plant and Equipment 42,942 43,484 Capital Work-in-progress 3,620 491 Intangible Assets 718 751 Investment property 66 66 Investment in Subsidiaries and Associates ' 2,51,372 2,44,028 Financial Assets

Investments 3,707 3,690 Loans and Advances - - Other Financial Assets 733 661

Other Non Current Assets 239 218 Sub-total - Non-current assets 3,03,397 2,93,389



• Particulars

CONSOLIDATED As at

30.09.2019 As at

3t03.2019 2 CURRENT ASSETS

Inventories 24,998 28,678 Financial Assets

Investments Trade receivables 9,715 9,460 Cash and cash equivalents 7,683 6,352 Other Financial Assets 215 245

Current Tax Assets 7,269 6,227 . Other current assets 4,031 2,041

Sub-total - Current assets 53,911 53,003 TOTAL ASSETS 3,57,308 3,46,392

B EQUITY AND LIABILITIES 1 EQUITY

Equity Share capital 867 867 Other Equity 3,14,976 3,04,350 Sub-total - Equity 3,15,843 3,05,217

2 NON-CURRENT LIABILITIES Financial Liabilities

Borrowings 3,063 2,561 Other financial Liaibilities 205 -

Deferred Tax Liabilities (Net) 2,371 1,362 Deferred Government Grants 133 139 Sub-total - Non-current liabilities 5,772 4,062

3 CURRENT LIABILITIES Financial Liabilities

Borrowings 10,165 13,172 Trade Payables

Dues of Micro and Small Enterprises 53 72 Dues of creditors other than Micro and Small Enterprises 3,924 4,751

Other Financial Liabilities 10,500 9,742 Other current liabilities 2,668 2,094 Government Grants 12 12 Provisions 8,371 7,270 Sub-total - Current liabilities 35,693 37,113 TOTAL EQUITY AND LIABILITIES 3,57,308 3,46,392

Notes: 1 The above un-audited Consolidated financial results were reviewed by the Audit committee and approved by the Board of Directors

at its Meetings held on 30.10.2019. 2 This statement has been prepared in accordance with. the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS)

Prescribed under Sec 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

3 The Company has adopted Ind AS 116 with modified retrospective approach, with effect from April 01, 2019 for all lease contracts. Accordingly, the comparative periods have not been restated. The effect of this adoption is insignificant on the profit and earnings per share for the current period.

4 On 20.09.2019, vide the taxation laws (Amendment) Ordinance 2019, the Government of India inserted section 115 BAB in the Income Tax Act, 1961 which provides domstic companies a non-reversible option to pay corporate tax at reduced rates effective from 01.04.2019 subject to certain conditions. The company is currenctly in the process of evaluating this option.

5 Exceptional item indicates profit on sale of Land of Rs.135 lakhs and profit on sale of shares of Rs. 269 lakhs. 6 The previous period figures have been re-grouped / restated wherever considered necessary. CERTIFIED TRUE COPY

For Ramco Industries Limited For RAMCO INDUSTRIES LIMITE

P.V.ABINAY RAMASUBRAMANIAM RAJA S. Balamilrugasundaram MANAGING DIRECTOR Company Secretary & Legal Head

Chennai 30-10-2019

04141

RAMCO INDUSTRIES LIMITED AND ITS SUBSIDIARIES Regd. Office: 47, P.S.K.Nagar, Rajapalayam 626 108. Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-600 004. CIN: L269431N1965P1C005297; WEBSITE: www.ramcoindltd.com CONSOUDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30.09.2019

A Cash Flow From Operating Activities Profit before Tax Adjusted for Provision for taxation Current tax Deferred tax

HALF YEAR ENDED 30.00.2019 R in Lakhs

HALF YEAR ENDED 30.09.2018 ,t in Lakhs

6,972.78 7454A1

Loss on sale of assets (0.15) 0.41 Depreciation 1,529.50 1,459.26 Fair value loss/(gain) on investments 2.17 5.27 Cash flow arising out of Actuarial loss on defined benefit obligation (30.30) (34.00) Dividend Income (1,612.39) (1,607.87) Profit on sale of assets (256.00) (10.82) Profit on Sale of Shares (269.42) Interest income (222.91) (233.82) Effects on Exchange rate (86.09) 50.55 Interest paid 750.71 720.07

(194.88) 349.05

Operating profit before working capital changes 6,776.90 7,803.46 Adjusted for Trade Payables (845.26) (880,21) Other Current Assets (3,666.83) (3,730.44) Other Current Liabilities 2,766.51 3,585.01 Trade & Other Receivables (254.28) (1064.34) Increase / (Decrease ) in Inventories 3,680.26 3,785.26

1,660.40 1,745.28 Cash (used in) / generated from operations 8,437.30 9,548.74 Taxes paid (570.10) (686.20) Net cash (used In) / generated from operating activities 7,867.20 8,862.55

B Cash Flow From Investing Activities

Purchase of Plant-property and Equipment (1,092.48) (848.70) Proceeds from Sale of Plant, property and Equipment 491.08 26.99 Adjustment in Assets (245.74) (22.10) Proceeds from Sale of Shares 272.42 Interest income 222.91 233.82 Dividend income 1,612.39 1,607.87 Changes in Capital CWIP (3,129.45) (475.55) Advances for long term purpose (92.64) (41.66) Purchase of Investment (750.39) (1000.47) Associate Profit included in Investments Provision for AS 15

Net Cash (used in) / from Investing activities (2,711.88) (519.80)

Cash Flow From Financing Activities Proceeds from long term borrowing 373.13 (1,566.55) Proceeds from other Long term Liabilities (5.85) (5.85) Proceeds from short term borrowings (3,006.87) (3,507.24) Dividend paid (433.31) (433,33) Finance cost (750.71) (720.07) Net cash from / (used in) Financing activities (3,823.61) (6,233.04) Net increase / (decrease) in cash and cash equivalents ( A+B+C) 1,331.72 2,109.71 Cash and cash equivalents as at the beginning of the year 6,351.51 4,366.47 Cash and Cash equivalents as at the end of the year 7,683.23 6,476.18

Place: Chennal

cERff.thE6TE COPY



A414,)‘,

P.V. ABINAV RAMASUBRAMANIANI RAJA MANAGING DIRECTOR

S. Balamuru asundaram Company Secretary & Legal Head

Chennai 30-10-2019 S. BaIai iuru9asUm

Comeny Secretary & Legal Hea

3 The previous period figures have been re-grouped / restated wherever considered necessary. CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMITED •••t ;) Ir ' Afrh /44;)

P.V.ABINAV RAMASUBRAMANIAM RAJA MANAGING DIRECTOR


RAMCO INDUSTRIES LIMITED •Regd, Office: 47, P.S.K.Nagar, Rajapalayam 626 108.

Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-04. CIN: L26943TN1965PLC005297 ; WEBSITE: www.ramcoindltd.com

EXTRACT OF UN-AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.09.2019 Rs. In lakhs

Particulars




*30.09.2018 Un-audited



31.03.2019 Audited

1 2

3

4

5

6

7 8 9 10

Income from Operations .22,064 32,264 22,676

3,383

54,328

6,568

55,816

7,454

7,454

5,108

4,025

9,116 836

.

- 10.93

13.3610.93

1,03,649

10,719

10,719

7,451

9,784

17,543 835

3,04,350 3,05,185

20,63 20.63

Net Profit/(loss) for the period (before tax, Exceptional and for Extraordinary items)_. _ .. 3,073 3,495

3,495

1,850

4,254

6,485 835

F.ii-- 7.31

Net Profit/(loss) for the period (before tax, after Exceptional and./or'Extraordlnary items) ---.-

Net Profit / (Loss) for the period (after tax, after Exceptional and/or Extraordinary items) _ Share of Net profit After Tax (PAT) ofAssociates accounted for using the equity method -. 2,255 Total Comprehensive Income foTthe-Period (Comprising Net Profit for the period after tax and other Comprehensive Income after tax) . _ ._ Paid up Equity share capital . _ . Reserves (excluding Revaluation Reserve) . _ . . Net worth . . ._ . Earnings Per share of Re.1/- each (Rs.) (Not annualised) Basic: Diluted:

3,477

2,805

--

4,753 835

..

3,383

2,519

1,104

3,411 836

4.34

6,972

4,655

6,509

11,238 835

- 13.36

______. 6.06 6.06 4.34

Notes: 1 The above is an extradt of the detailed format of Quarterly Financial Results filed with Stock Exchanges under Regulation 33 of the

SEBI (Listing and Other Disclosure Requirements) Regulations 2015. The full format of the Quarterly Financial Results are available on the Bombay Stock Exchange website (URL: www.bseindia.com/corporates), the National Stock Exchange website (URL:www.nseindia.com/corporates) and on the Company's website ( URL: www.ramcoindltd.com).


Part iculars







31.03.2019 Audited

Income from Operations Net Profit f (Loss) for the Period 6-fie-r tax, after-- Exceptional and/or Extraordinary items) ... _ _ __. _._ __. . Total Comprehensive Income for the period (Comprising Net Profit for the period after tax and other Comprehensive Income after tax)

17,698

2 157 •

1,805

29,603

2 570 •

2,911

18,840

2,630

2,330

47,301

4,727

4,716

49,253

4,790

4,634

89,775

7,319

7,533

For RAMCO INDUSTRIES LIMITEL

ccoi,*11 S. B.alamur gasundaram Company Secretary & Legal Head

Independent Auditor's Review Report on Standalone Quarterly Unaudited Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Review Report to The Board of Directors RAMCO INDUSTRIES LIMITED

1. We have reviewed the accompanying statement of unaudited financial results of RAMCO INDUSTRIES LIMITED for the period ended3Oth September 2019. This statement is the-responsibility of the Company's Management and has been approved by the Board of Directors: Our responsibility is to issue a report on these financial statements based on our review.

2. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

3. Attention is drawn to the fact that the statement of cash flows for the corresponding period from April 1, 2018 to September 30, 2018 as reported in these unaudited financial results have been approved by the Board of Directors of the Company, but have not been subjected to review since there was no mandatory requirement to submit quarterly statement of cash flows prior to April 01, 2019.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

5. We did not review the interim financial results of one foreign branch included in the standalone unaudited interim financial results, whose results reflect total assets of Rs. 177 Lakhs as at 30th September 2019 and total revenues of Rs. 30 Lakhs and Rs.48 Lakhs, total net profit / (loss) after tax of RS 7 Lakhs and Rs. 21 Lakhs, total comprehensive income/ loss of Rs. 7 Lakhs and Rs. 21 Lakhs for the quarter ended 30th September 2019 and for the period from 015t April 2019 to 30th September 2019 respectively, and cash flows (net) of Rs. 20 Lakhs for the period from 01.st April 2019 to 30th September 2019, as

CERTIFIED TRUE COPY

For SRSV & Associates Chartered Accountants Fir Registration No.: 0150415

1 G. Chella Krishna Partner Membership No.: 210474 UDIN No.: 19210474AAAAAJ2939

considered in the respective standalone unaudited interim financial results. The interim financial results of the foreign branch has been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts and disclosures included in respect of the foreign branch, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph 4 above. Our conclusion is not modified in respect of this matter.

Place: Chennai Dated: 30th October 2019

For Ramakrishna Raja And Co Chartered Accountants Firm Registration No.: 0053335

V 761104 V. Jayanthi Partner Membership No.: 028952 UDIN No.: 19028952AAAABQ817

CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMITEI

t4-11-- S. Balamu ugasundaram Company Secretary & Legal Head

-

Independent Auditor's Review Report on ConsolidatedUnauditedQuarterly and Year to date Financial Results of theCompany Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

The Board of Directors of RAMCO INDUSTRIES LIMITED

1. We have reviewed the accompanying Statement of Consolidated Unaudited financial results of RAMCO INDUSTRIES LIMITED ("The Parent") and its Subsidiaries(The Parent and its subsidiaries together referred to as the "Group"), and its share of net profit after tax and total comprehensive income of its associates for the quarterended 30thSeptember 2019and for the period from: 01st April 2019 to 30th September 2019 ("the Statement"), being submitted by the Parentpursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Circular No. CIR/CFD/CMD1/44/2019 dated 29th March 2019. Attention is drawn to the fact that the consolidated figures for the corresponding quarter ended 30thSepterhbef 2018 and the corresponding period from 01st April 2018 to 30th September 2018, as reported in these financial results have been approved by the Parent's Board of Directors, but have not been subjected to review since there was no mandatory requirement to submit quarterly consolidated financial results prior to April 01, 2019.

2. This statement which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (Ind AS 34), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is td express a conclusion on the statement based on our review.

3. We conducted our review of the statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Inforriation Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and consequently does not enable us •to obtain

. assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.


CERTIFIED TRUE COPY

For RAMCO INDUSTRIES LIMI

S. BalamtlrugasUfldara Company Secretary & Lege


Name of the entity Relationship Sudharsanam Investments Limited Indian Subsidiary Sri Ramco Lanka (Private) Limited, Srilanka Foreign Subsidiary Sri RamcoRoofings Lanka (Private) Limited, Srilanka Foreign Subsidiary The Ramco Cements Limited Associate Ramco Systems Limited Associate Rajapalayam Mills Limited Associate Ramco Industrial and Technology Services limited Associate Madurai Trans Carrier Limited Associate Lynks Logistics Limited Associate

5. Attention is drawn to the fact that the statement of cash flows for the corresponding period from April 1, 2018 to September 30, 2018 as reported in these unaudited financial results have been approved •by the Parent's Board of Directors, but have not been subjected to review since there was no mandatory requirement to submit quarterly statement of cash flows prior to April 01, 2019.

6. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 7and 8 below, nothing has come to our attention that causes us to believe that the accompanying statements, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) regulations, 2015, as amended , including the manner in which it is to be disclosed, or that it contains any material misstatement.

7. We did not review the interim financial results of one foreign branch included in the standalone unaudited interim financial results of the entities included in the Group, whose results reflect total assets of Rs. 177 Lakhs as at 30th September 2019 and total revenues of Rs.30 Lakhs and Rs.48 Lakhs, total net profit / (loss) after tax of Rs. 7 Lakhs and Rs. 21 Lakhs, total comprehensive income/ loss of Rs. 7 Lakhs and Rs. 21 Lakhs for the quarter ended 30th September 2019 and for the period from 01st April 2019 to 30th September 2019 respectively, and cash flows (net) of Rs. 20.35 Lakhs for the period fromOlst April 2019 to 30th September 2019, as considered in the respective standalone unaudited interim financial results of the entities included in the Group. The interim financial results of the foreign branch has been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts and disclosures included in respect of the foreign branch, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter.

f it CERTIFIED TRUE_CDPY For RAMCO INDUSTRIES LIMIT

, • S. BaIamur&1gaSUndram

Company Secretary & Legal Hea

8. We did not review the interim unaudited financial results of two foreign subsidiaries included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 18113 Lakhs as at 301h September 2019 and total revenues of Rs.4959 Lakhs and Rs.8710 Lakhs, total net profit after tax of Rs. 566 lakhs and Rs. 1555 Lakhs, total comprehensive income of Rs. 566 lakhs and Rs. 1555 Lakhs for the quarter ended 30th September 2019 and for the period from 01" April 2019 to 30th September 2019 respectively and cash flows(net) of Rs. 713 Lakhs for the period from OV April 2019 to 30th September 2019 as considered in the respective consolidated unaudited financial results.The interim financial results of the two foreign subsidiarieshave been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts_ and disclosures included in respect of the foreign subsidiaries, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not Modified in respect of this matter.

9. We did not review the interim unaudited financial results of onelndian Subsidiary included in the consolidatedunaudited financial results, whose interim financial results reflect total assets of Rs. 1288 Lakhs as at 30th September 2019 and total revenues of Rs. 89 Lakhs and Rs.89 Lakhs, total net profit after tax of Rs. 62 lakhs and Rs.71 Lakhs, total comprehensive income of Rs. 62 lakhs and Rs. 71 Lakhs for the quarter ended 300 September 2019 and for the period from 01" April 2019 to 30th September 2019 respectively and cash flows(net) of Rs. 0.46 Lakhs for the period from 01" April 2019 to 30th September 2019 as considered in the respective consolidated unaudited financial results. These consolidated unaudited financial resultsalso includes the group share of net profit after tax of Rs. 2255 Lakhs and Rs. 6509 Lakhs and total comprehensive income of Rs. 2301 lakhs and Rs. 6594 Lakhs for the quarter ended 30th September 2019 and for the period from 01" April 2019 to 30th September 2019 respectively, as considered in the consolidated unaudited financial results in respect of six associates whose interim financial results have not been reviewed by us. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is based solely on the reports of the otherauditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified 'in respect of this matter.

For SRSV & Associates Chartered Accountants

tFir Registr ion No.: 015041S /7

\ G. Chella Krishna Partner Membership No.: 210474 UDIN No.: 19210474AAAAAI5519

Place: Chennai Dated: 30thOctober 2019


v. V. Jayanthi Partner Membership No.: 028952 UDIN No.: 19028952AAAABR8869

CERTIFIED TRUE COPY

, 1 or RAMCO INDUSTRIES LIMITED



Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-600 004.

CIN: L26943TN1965PLC005297 ; WEBSITE: www.ramcoiridltd.com STATEMENT OF UN-AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER' NINE MONTHS ENDED 31.12.2019

Rs. In lakhs STANDALONE

, , YEAR Particulars QUARTER ENDED NINE MONTHS ENDED

ENDED 31.12.2019 30.09.2019 31,12,2018 31.12.2019 31.12.2018 31.03,2019 Un-audited Un-audited Un-audited Un-audited Un-audited Audited

1 INCOME a Sale of Products 15,593 17,097 17,443 61,878 65,593 87,467 b Other Operating Income 407 601 729 1,423 1,832 2,308 c Income from Operations (a+b) 16,000 17,698 18,172 63,301 67,425 89,775 d Other Income 1,146 1,710 779 3,896 3,269 3,423 e Total Income (c + d) 17,146 19,408 18,951 67,197 70,694 93,198

EXPENSES a Cost of Materials Consumed 8,321 9,573 9,612 31,781 33,458 44,616 b o

Purchase of Stock In Trade Changes in Inventories of Finished Goods, Work-in-Progress & Stock in Trade

26

(1,650)

21

(1,539)

42

(991)

65

(948)

160

731

163

712

d Employee Benefits Expenses 2,184 2,283 2,085 6,673 6,128 8,092 e Finance Costs 359 322 392 1,106 1,110 1.506 f Depreciation and Amortisation Expenses 647 647 628 1930, 1,825 2.461

. g Other expenses 6,034 5,872 5,638 19,202 18,869 25,845 Total Expenditure 15,921 17,179 17,406 59,809 62,281 83.395 Profit from Operations Before Exceptional items and Tax 3 (1-2) 1,225 2,229 1,545 7,388 8,413 9,803

4 Exceptional Items (loss)! gain 102 404 - 506 - 5 Profit from Ordinary Activities Before Tax (3+4) 1,327 2,633 1,545 7,894 8,413 9,803 6 Tax Expense

Current Tax 335 22 329 1,200 1,696 1,934 Deferred Tax 280 490 352 791 2,068 2,060 MAT Credit entitlement (136) (36) (212) 328 (1,217) (1,510)

7 Net Profit from ordinary activities after Tax (5-6) 848 2,157 1,076 5,575 .5,866 7,319 Other Comprehensive Income! (loss) (net of tax) 678 (352) 373 667 217 214 Total Comprehensive Income (after tax) for the period (7+8)

1,526 1,805 1,449 6,242 6,083 7,533

'0 Paid up Equity Share Capital (face value-Re.1 each) 867 867 867 867 867 , 867 Reserves (excluding Revaluation Reserve) 72,650

12 Basic&Diluted Earnings Per Share of Re.1/- each -in Rs. • ' Based on Net profit for the period (Not annualised) 0.98 2.49 1.24 6.43 6.77 8.45

CERTIFIED TRUE COPY


8T)45,11,-- S. Balamurugasundaram



1

Particulars

STANDALONE

QUARTER ENDED NINE MONTHS ENDED YEAR ENDED






31,03.2019 Audited

Segment Revenue! Income: a Building Products 13,650 14,041 14,811 53,411 55,396 73,153 b Textiles 1,946 3,090 3,214 8,507 10,779 14.922 c Windmills 195 620 163 1,349 1,396 1,630 d Unallocated 435 484 360 1,215 1,095 1,540

TOTAL 16,226 18,235 18,548 64;482 68,666 91,245 Less: Inter-Segment Revenue 226 537 376 1,181 1,241. 1,470 Net Sales / Income from Operations 16,000 17,698 18,172 63,301 67,425 89,775

2 Segment Results Profit (+) Loss I-) Before tax and Finance Cost

a Building Products 584 345 1,006 4,152 4,839 5,877 b Textiles (101) 52 122 13 296 544 c Windmills 54 475 19 906 986 1,083 d Unallocated - - - - -

Total 537 872 1,147 5,071 6,121 7.504 Less: Finance Cost 359 322 392 1,106 1,110 1,506 Add: Un-allocable income net off unallocable expenditure 1,149 2,083 790 3,929 3,402 3,805 Total Profit before Tax 1,327 2,633 1,545 7,894 8,413 9;803

3 Segment Assets a Building Products 60,094 56,090 55,713 60,094 55,713 57.454 b Textiles 14,866 15,332 14,080 14,866 14,080 13,708 C Windmills 1,554 1,633 1,718 1,554 1,718 1,653 d Unallocated 41,769 43,112 41,631 41,769 41,631 44,014

TOTAL 1,18,283 1,16,167 1,13,142 1,18,283 1,131142 1,16,829 4 Segment Liabilities .

a Building Products 10,607 9,929 11,046 10,607 11,046 10,638 b Textiles 4,180 3,747 1,451 4,180 1,451 1.459 c Windmills 154 146 131 154 131 133 d Unallocated 24,107 24,637 28,448 24,107 28,448 .31,082

TOTAL 39,048 38,459 41,076 39,048 41,076 43,312

CERTIFIED TRUE COPY

For FtAMCO INDUSTRIES LIMITED



Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-600 004. CIN: L26943TN1965PLC005297 ; WEBSITE: www.ramcoindltd.com

STATEMENT OF UN-AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER! NINE MONTHS ENDED 31.12.2019

Rs. In lakhs CONSOLIDATED

Particulars QUARTER ENDED NINE MONTHS ENDED YEAR ENDED

31.12.2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019 Un-audited Un-audited Un-audited Un-audited Un-audited Audited

1 INCOME a Sale of Products 19,949 21,948 21,026 74,041 76,468 1,02,881 b Other Operating Income (28) 116 371 208 745 768 c Income from Operations (a+b) 19,921 22,064 21,397 74,249 77,213 1,03,649 d Other Income 341 1,899 202 2,477 2,146 2.408 e Total Income (c + d) 20,262 23,963 21,599 76,726 79,359 1,06,057

2 EXPENSES a Cost of Materials Consumed 10,419 12,409 11,746 38,443 39,486 52,983 b c

Purchase of Stock In Trade Changes in Inventories of Finished Goods, Work-in-

30 24 51 72 170 177

Progress & Stock in Trade (1,408) (1,641) (957) (1,028) 674 863 d Employee Benefits Expenses 2,484 2,585 2,336 7,522 6,874 9,147 e Finance Costs 361 325 393 1,112 1,113 1,510 f Depreciation and Amortisation Expenses 778 769 717 2,307 2,176 2,949 g Other expenses 6,522 6,419 6,170 20,654 20.269 27,709

Total Expenditure 19,186 20,890 20,456 69,082 70,762 95,338 Profit from Operations Before Exceptional items and Tax 3 (1-2) 1,076 3,073 1,143 7,644 8,597 10.719

4 Exceptional Items (loss) /gain 102 404 - 506 - 5 Profit from Ordinary Activities Before Tax (3+4) 1,178 3,477 1,143 8,150 8,597 10,719 6 Tax Expense . -

Current Tax 591 174 429 1,845 2,064 2,534 Deferred Tax -,,, 323 534 . 352 922 2,068 2,244 MAT Credit entitlement t '1' ' ' (136) - • (36) (212) 328 (1,217) (1,510)

7 Net Profit from ordinary activities after Tax (5-6) 400 2,805 574 5,055 5,682 7,451 8 Share of Profit/(loss) [PAT] of Associates 2,104 2,255 2,208 8,613 6,232 9.784 9 Net Profit for the period (7+8) 2,504 5,060 2,782 13,668 11.914 17,235 10 Other Comprehensive Income I (loss) (net 'of tax) 678 (352) 373 667 217 % 214 11 Share of OCI (net of tax) of Associates . (36) 45 4 49 143 94 12 Total Comprehensive Income (after tax) for the period

(9+10+11) 3,146 4,753 3,159 14,384 12,274 17,543 13 Paid up Equity-Share Capital (face value-Re.1 each) 835 836 836 835 836 835 14 Reserves (excluding Revaluation Reserve) 3,04,350 15 Basic&Diluted Earnings Per Share of .Re.1/- each -in Rs.

Based on Net profit for the period (Not annualised) 3.00 6.06 3.33 16.36 14.26 20.63 reasury share of 31.29a s (as on 31.03.2019 : 31,22 lakhs and as on 30.09.2018 : 31.05 lakhs) were deducted from Iota number of

equity shares for the purpose of computation of Consolidated Earnings per share CERTIFIED TRUE COPY


S. Balamu gasundaram Company Secretary & Legal Head - -

;I

Notes: 1 The above un-audited Standalone financial results were reviewed by the Audit committee and approved by the Board of Directors at

its Meetings held on 29,01.2020. This statement has been prepared in accordance with the Companies (Indian Accounting •Standards) Rules, 2015 (Ind AS) prescribed under Sec 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

3 The Company has adopted Ind AS 116 with modified retrospective approach, with •effect from April 01, 2019 for all lease contracts. Accordingly, the comparative periods have not been restated. The effect of this adoption is insignificant on the profit and earnings per share for the current period. On 20.09.201.9, Vide the taxation laws (Amendment) Ordinance 2019, the Government of India inserted section 115 BAB in the Income Tax Act, 1961 which provides domstic companies a non-reversible option to pay corporate tax.at reduced rates effective from 01.04.2019 subject to certain conditions. The company is currenctly in the proceSs of evaluating this option.. .

5 Exceptional item indicates prOfit on sale of building of Rs.102 iakh.s during third quarter, profit on sale of land of Rs.135 lakhs and profit on sale of shares of Rs. 269 lakhs during second quarter.

The previous period figures have been re-grouped / restated wherever considered necessary,

For Ramp Industries Limited

t Chennai 29-01-2020

P.V.ABINAV RAMASUBRAMANIAM RAJA MANAGING DIRECTOR

CERTIFIED TRUE COPY

For RAMC° INDUSTRIES LIMITEC

S. Balamurt,gaSUfldaram Company Secretary & Legal Head

UN-AUDITED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

Particulars

CONSOLIDATED




31.12,2018 Un-audited



31.03 2019 Audited

Segment Revenuer Income: a Building Products 18,006 18,892 18,394 65,574 66,271 88,567 b Textiles 1946, 3,090 3,214 8,507 10,779 14,922 c Windmills 195 620 163 1,349 1,396 11 630

I d Unallocated 435 484 360 1,215 1,095 1,540 TOTAL 20,582 23,086 22,131 76,645 79,541 1,06,659 Less: Inter-segment Revenue 661 1,022 734 2,396 2,328 3,010 Net Sales/Income from Operations 19,921 22,064 21,397 74,249 77,213 1,03,649

2 Segment Results Profit (+) Loss (7.) Before tax and Finance Cost

a Building Products 1,348 1,112 1,294 6,160 6,441 8,222 b Textiles (101) 52 122 13 296 544 c Windmills 54 475 19 906 986 1,083 d Unallocated - - - - _ -

Total ' 1,301 1,639 1,435 7,079 7,723 9,849 Less: Finance Cost 361 325 393 1,112 1113 1,510

Add. Un-allocable income net off unallocable expenditure 238 2,163 101 2,183 1,987 2.380 Total Profit before Tax 1,178 3,477 1,143 8,1.50 8,597 10,719 Segment Assets

a Building Products 73,223 69,995 67,978 73223 67,978 70,296 b Textiles 14,866 15,332 14,080 14,866 14,080 13,708 c Windmills 1,554 1,633 1,718 1,554 1,718 1,653 d Unallocated 2,71,160 2,70,348 2,52,748 2,71,160 2,52,748 2,64.955

TOTAL 3,60,803 3,57,308 3,36,524 3,60,803 3,36,524 3,50,612 Segment Liabilities

a Building Products 13,356 13,708 13,306 13,356 13,306 12;720 b Textiles 4,180 3,747 1,451 4,180 1.451 1,459 c Windmills 154 146 131 154 131 133 d Unallocated 24,109 23,864 28,451 24,109 28,451 31,083

TOTAL 41,799 41,465 43,339 41,799 43,339 45,395

lit CERTIFIED TRUE COPY


S. Balamurukgasundaram Company Secretary & Legal Head

Notes:

1 The above un-audited Consolidated financial results were reviewed by the Audit committee and approved by the Board of Directors at its Meetings held on 29.0,202.0

2 This statement has been prepared in accordance with the Companies (Indian Atcounting Standards) Rules, 2015 (Ind AS) prescribed under Sec 133 of the Companies Act, 2013 and other recognised accounting practice and policies to the extent applicable.

3 The Company has adopted Ind AS 116 with modified retrospective approach., with effect from April 01, 2019 for all lease contracts. Accordingly, the comparative periods have not been restated. The effect of this adoption is insignificant on the profit and earnings per share for the current period.

4 On 20,09.2019, Vide the taxation laws (Amendment) Ordinance 2019, the Government of India inserted section 115 BAB in the Income Tax Act, 1961 which provides dornStic companies a non-reversible option to pay corporate tax at.reduced rates effective from 01.04.2019 subject to certain conditions. The company is currenctly in the process of evaluating this option.

5 Exceptional item indicates profit on sale of building of Rs.102 lakhs during third quarter, profit Omsale of land of Rs.135 lakhs and profit on sale of shares of Rs. 269 lakhs during second quarter.

6 The previous period figures have been re-grouped restated wherever considered necessary.


P Chennai P.V.ABINAV RAMASUBRAMANIAM RAJA 29-01-2020

MANAGING DIRECTOR

CERTIFIECLIRY


S. Balamu ugasundaram Corripany Secretary & Legal Head

For RAMCO INDUSTRIES LIMITED ( / • -J4,_ P.V.ABINAV RAMASUBRAMANIAM RAJA

MANAGING DIRECTOR

oD S. Balam rugasundar,,

Company Secretary & tlefgAit ;

Chennai 29-01-2020


Corporate Office: "Auras Corporate Centre", 98-A, Dr. Radhakrishnan Road, Mylapore, Chennai-04. CIN: L26943TN1965PLC005297 ; WEBSITE: www.ramcoindltd.com .

EXTRACT OF UN-AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER! NINE MONTHS ENDED 31.12.2019 Rs. In lakhs


Particulars 31.12,2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019 Un-audited Un-audited Un-audited Un-audited Un-audited Audited

1 Income from Operations 19,921 22,064 .21,397 74,249 77,213 1,03,649 2 Net Profit/(loss) for the period (before tax, Exceptional and

/or Extraordinary items) 1,076 •3,073 1,143 7,644 8,597 10,719 Net Profit/(loss) for the period (before tax, after Exceptional and /or Extraordinary items) 1,178 3,477 1,143 8,150 ... , _.. 8,597 10,719 Net Profit / (Loss) for the period (after tax, after Exceptional and! or Extraordinary items) 400 2,805 574 5,055 5,682 7,451

5 Share of Net profit After Tax (PAT) of Associates accounted for using the equity method 2,104 2,255 2,208 8,613 6,232 9,784

6 Total Comprehensive Income for the period (Comprising Net Profit for the period after tax and other Comprehensive Income after tax) 3,146 4,753 3,159 14,384 12,274 17,543

7 Paid up Equity share capital . 835 836 836 835 836 835 8 Reserves (excluding Revaluation Reserve) 3,04,350 9 Net worth 3.05,185 10 Earnings Per share of Re.1/- each (Rs.)

(Not annualised) Basic: 3.00 6.06 3.33 16.36 14.26 20.63 Diluted: , 3.00 . 6.06 3.33 16.36 14.26 20.63

Notes: 1

The above is an extract of the detailed format of Quarterly Financial Results filed with Stock Exchanges under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations 2015. The full format of the Quarterly Financial Results are available on the Bombay Stock Exchange website (URL: www.bseindia.com/corporates), the National Stock Exchange website (URL:www.nseindia.com/corporates) and on the Company's website ( URL: www.ramcoindltd.com).


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Particulars







31.03.2019 Audited

Income from Operations Net Profit / (Loss) for the period (after tax, after Exceptional and/or Extraordinary items) Total Comprehensive Income for the period (Comprising Net Profit for the period after tax and other Comprehensive Income after tax)

16,000

848 - -

1,526

17,698

2,157

1,805

18,172

1,076

1,449

7,319

63,301

5,575

6,242

67,425

5,866

6,083

89.775

7,533

3 The previous period figures have been re-grouped (restated wherever considered necessary.

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Independent Auditor's Review Report on Standalone Quarterly Unaudited Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Review Report to •The Board of Directors RAMCO INDUSTRIES LIMITED

• 1. We have reviewed the accompanying statement of unaudited financial results of RAMCO INDUSTRIES LIMITED for the quarter ended 31st December 2019 and year to date for the period from 1st April 2019 to 31st December 2019. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

2. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

3. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEM (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

4. We did not review the interim financial results Of one foreign branch included in the standaldne unaudited interim financial results, whose results reflect total assets of Rs.. 185 Lakhs as at 31st December 2019 and total revenues of Rs. 29 Lakhs and Rs. 77 Lakhs, total net prOfit / (loss) after tax of Rs. 2 Lakhs and Rs. 23 Lakhs, total comprehensive income/ (loss) of Rs. 2 Lakhs and Rs. 23 Lakhs for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 respectively, as considered in •the respective standalone unaudited interim financial results. The interim financial results of the foreign branch has been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts and disclosures included in respect of the foreign branch, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph 2 above. Our conclusion is notirioshfaitopiarct of this matter.

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V. Jayanthi Partner Membership No.: 028952 UDIN No.:20028952AAAAAA2891

Place: Chennai Dated: 29th January 2020

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For RAMCO INDUSTRIES LIMIT1


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Independent Auditor's Review Report on Consolidated Unaudited Quarterly and Year to date Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

The Board of Directors of RAMCO INDUSTRIES LIMITED

1. We have reviewed the accompanying Statement of Consolidated Unaudited financial results of RAMCO INDUSTRIES LIMITED ("The Parent") and its Subsidiaries(The Parent and its subsidiaries together referred to as the "Group"), and its share of net profit after tax and total comprehensive income of its associates for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 ("the Statement"), •being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Circular No. CIR/CFD/CMD1/44/2019 dated 29th March 2019. Attention is drawn to the fact that the consolidated figures for the corresponding quarter ended 31st December 2018 and the corresponding period from 01st April 2018 to 31st December 2018, as reported in •these financial results have been approved by the Parent's Board of Directors, but have not been subjected to review since there was no mandatory requirement to submit quarterly consolidated financial results prior to April 01,2019.

2. This statement which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (Ind AS 34),Oescriped Under Section 133 of the Companies Act, 2013 read with relevant rules issued there under nd other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the statement based on our review.

3. We •conducted our review of the statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordante with standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified'in an audit. Accordingly, we do not express an audit opinion.


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For RAMCO INDUSTRIES LIMIt

S. BaardurUgaSUfldaram Company Secretary & Legal Head


Name of the entity Relationship Sudharsanam Investments Limited Indian Subsidiary Sri Rarnco Lanka (Private) Limited, Srilanka Foreign Subsidiary Sri Ramco Roofings Lanka (Private) Limited, Srilanka Foreign Subsidiary The Ramco Cements Limited Associate •Ramco Systems Limited Associate Rajapalayam Mills Limited Associate Ramco Industrial and Technology Services limited Associate Madurai Trans Carrier Limited Associate Lynks Logistics Limited Associate

5. Based on our review :conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 and 7 and 8 below, nothing has come to our attention that causes us to believe that the accompanying statements, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) regulations, 2015, as amended , including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. We did not review the interim financial results of one foreign branch included in the standalone unaudited interim financial results of the entities included in the Group, whose results reflect total assets of Rs. 185 Lakhs as at 31st December 2019 and total revenues of Rs. 29 Lakhs and Rs. 77 Lakhs, total net profit / (loss) after tax of Rs. 2 Lakhs and Rs. 23 Lakhs, total comprehensive income/ loss of Rs. 2 Lakhs and Rs. 23 Lakhs for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 respectively, as considered in the respective standalone unaudited interim financial results of the entities included in the Group. The interim financial results of the foreign branch has been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to•the amounts and disclosures included in respect of the foreign branch, is based solely on the report of such auditor and the procedures performed by us as stated `in paragraph 3 above. Our conclusion is not modified in respect of this matter.

7. We did not review the interim unaudited financial results of two foreign subsidiaries included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 13,129 Lakhs as at 31st December 2019 and total revenues of Rs. 4,462 Lakhs and Rs. 12,490 Lakhs, total net profit after tax of Rs. 464 lakhs and' Rs.-1,227 Lakhs, total comprehensive income of Rs. 464 lakhs and Rs. 1,227 Lakhs for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 respectively, as considered in the respective consolidated unaudited financial results. The interim financial

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results of the two foreign subsidiaries have been reviewed by the other auditor whose- report has been furnished to us, and our conclusion in so far as it relates to the amounts• and disclosures included in respect of the foreign subsidiaries, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter.

8. We did not review the interim unaudited financial results of one Indian Subsidiary included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 1,288 Lakhs as at 31st December 2019 and total revenues of Rs. 0 Lakhs and Rs. 89 Lakhs, total net profit/(loss) after tax of Rs. (8) lakhs and Rs. 63 Lakhs, total comprehensive income/(loss) of Rs. (8) lakhs and Rs. 63 Lakhs for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 respectively, as considered in the respective consolidated unaudited financial results. These consolidated unaudited financial results also includes the group share of net profit after tax of Rs. 2,505 Lakhs and Rs. 13,668 Lakhs and total comprehensive income of Rs. 3,147 lakhs and Rs. 14,384 Lakhs for the quarter ended 31st December 2019 and for the period from 01st April 2019 to 31st December 2019 respectively, as considered in the consolidated unaudited financial results in respect of six associates whose interim financial results have not been reviewed by us. These interim financial results have •been reviewed by other auditors whose reports have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter.

For SRSV & Associates Chartered Accountants Firm Registration No.: 015041S

G. Chella Krishna Partner Membership No.: 210474 UDIN No.: 20210474AAAAAI9760


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V. Jayanthi Partner Membership No.: 028952 UDIN No.:20028952AAAAAB7148

Place: Chennai' Dated: 29th January 2020

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S. Balam rugasundaram Company Secretary & Legal Head