Basis of Allotment

Mumbai

R Systems International Limited

(Originally incorporated as R Systems (India) Private Limited on May 14,1993 under the Companies Act, 1956, with registration number 55-053579, with its registered office at B-1 04A, Greater Kailash-I, New Delhi -110 048. Subsequently, the name was changed to R Systems (India) Limited on April 13, 2000. The name was changed to R Systems International Limited on August 7, 2000.)
Registered Office: B-1 04A, Greater Kailash-I, New Delhi-110 048. Corporate Office: C-40, Sector-59, Noida, Uttar Pradesh-201307. Tel.: +91120 430 3500; Fax: +91 120 258 7123 Contact person: Mr. Nand Sardana, Company Secretary-cum-Compliance Officer Website: www.rsystems.com; Email: iporsystems@india.rsystems.com

BASIS OF ALLOCATION

PUBLIC OFFER OF 4,408,355 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PREMIUM OF RS. 240 PER EQUITY SHARE AND AT A PRICE OF RS. 250 PER EQUITY SHARE AGGREGATING RS. 1102.09 MILLION, COMPRISING FRESH ISSUE OF 2,825,000 EQUITY SHARES OF RS. 10 EACH BY R SYSTEMS INTERNATIONAL LIMITED (REFERRED TO AS THE "COMPANY") AND AN OFFER FOR SALE OF AGGREGATE 1,583,355 EQUITY SHARES OF RS. 10 EACH BY THE SELLING SHAREHOLDERS (THE FRESH ISSUE AND THE OFFER FOR SALE ARE JOINTLY REFERRED TO HEREIN AS THE "OFFER"). THE OFFER COMPRISES OF A RESERVATION FOR EMPLOYEES OF 440,355 EQUITY SHARES OF RS. 10 EACH AND A NET OFFER TO THE PUBLIC OF 3,968,000 EQUITY SHARES OF RS. 10 EACH (THE "NET OFFER"). THE OFFER WOULD CONSTITUTE 32.57% OF THE FULLY DILUTED POST OFFER PAID-UP CAPITAL OF OUR COMPANY

OFFER PRICE: RS. 250 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH.

THE OFFER PRICE IS 25 TIMES THE FACE VALUE.

The Offer was made through the 100% Book Building Process wherein up to 50% of the Net Offer to the public shall be allocated on a proportionate basis to Qualified Institutional Buyers, out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all Qualified Institutional Buyers, including Mutual Funds, subject to valid Bids being received at or above Offer Price. Further, at least 15% of the Net Offer to the public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and at least 35% of the Net Off er to the public shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price.

The Offer received 42098 applications for 14811200 equity shares resulting in 3.36 times subscription. The details of the application received in the Offer from Retail Individual Bidders, Non Institutional Investors, Qualified Institutional Buyers and Employees categories is as under:

Category No. of Applications No of Shares Bid" No. of times Subscribed #
Retail Individual Bidders 41861 6726225 4.84
Non Institutional Bidders 85 558125 0.94
Qualified Institutional Buyers 15 7442625 3.75
Employees 137 84225 0.19
Total 42098 14811200 3.36

*Including bids received at cut off price # After eliminating cheque returns.

Final Demand

A sample of the final demand at different bid prices is asunder:

Bid Price No. of Equity shares % of Total Cumulative Total Cumulative %
210 7925 0.0497 15957975 100.0000
214 125 0.0008 15949975 99.9499
215 375 0.0023 15949850 99.9491
217 325 0.0020 15949475 99.9467
218 925 0.0058 15949150 99.9447
220 3400 0.0213 15948225 99.9389
222 2300 0.0144 15944825 99.9176
225 2250 0.0141 15942525 99.9032
230 7375 0.0462 15940250 99.8889
235 3875 0.0243 15932875 99.8427
240 6925 0.0434 15928900 99.8178
244 100 0.0006 15921925 99.7741
245 850 0.0053 15921825 99.7735
249 1700 0.0107 15920925 99.7678
250 8649675 54.2028 15919225 99.7572
9999 7269550 45.5543 7269550 45.5543

The Basis of Allotment was finalised in consultation with National Stock Exchange of India Limited ("NSE") on April 19, 2006.

A)Allocation to Retail Individual Bidders

The Basis of Allocation to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 250 per Equity Share, was finalized in consultation with NSE. The category was subscribed 3.68569 times. The total number of shares allotted in this category is 1787611 Equity Shares. The sample of the category-wise details of the Basis of Allocation areas under:

Category No .of
Applns
% to Total Total No.of
shares applied
% of
Total
No. Of Shares allocated
in the category
Ratio Total No.of
shares allocated
25 5562 13.55 139050 2.11 25 3:10 41525
50 4930 12.01 246500 3.74 25 27:50 66500
75 2214 5.39 166050 2.52 25 81:100 44775
100 4903 11.94 490300 7.44 27 FIRM 132381
125 1253 3.05 156625 2.38 34 FIRM 42602
150 1721 4.19 258150 3.92 41 FIRM 70561
175 10914 26.58 1909950 28.99 47 FIRM 512958
200 2214 5.39 442800 6.72 54 FIRM 119556
225 288 0.7 64800 0.98 61 FIRM 17568
250 273 0.66 68250 1.04 68 FIRM 18564
275 78 0.19 21450 0.33 75 FIRM 5850
300 254 0.62 76200 1.16 81 FIRM 20574
325 43 0.1 13975 0.21 88 FIRM 3784
350 92 0.22 32200 0.49 95 FIRM 8740
375 1014 2.47 380250 5.77 102 FIRM 103428
400 5305 12.92 2122000 32.21 109 FIRM 578245

B) Allocation to Non Institutional Bidders

The Basis of Allocation to the Non institutional investors, who have bid for at the Offer Price of Rs.250 Per Equity Share, was Finalized in consultation with NSE. The category was subscribed 0.92834 times. The total number of shares allotted in this category is 552550 Equity shares. The unsubscribed portion of 42650 equity shares was added to the Retail. A sample of Category-wise details of the Basis of Allocation are as under:

Category No. of
Applns
% to
Total
Total No. of
shares applied
% of
Total
No. of shares allocated
in the category
Ratio Total No. of
shares allocated
2000 10 12.99 20000 3.62 2000 FIRM 20000
4000 9 11.69 36000 6.52 4000 FIRM 36000
6000 4 5.19 24000 4.34 6000 FIRM 24000
10000 3 3.9 30000 5.43 10000 FIRM 30000
12000 1 1.3 12000 2.17 12000 FIRM 12000
12800 1 1.3 12800 2.32 12800 FIRM 12800
20000 2 2.6 40000 7.24 20000 FIRM 40000
20025 1 1.3 20025 3.62 20015 FIRM 20025
40000 2 2.6 80000 14.48 40000 FIRM 80000
100000 1 1.3 100000 18.1 100000 FIRM 100000
103200 1 1.3 103200 18.68 103200 FIRM 103200

C) Allocation to Qualified Institutional Bidders:
Allocation to QIBs has been made on a proportionate basis in consultation with NSE. As per the SEBI Guidelines, Mutual Funds were initially allotted 5% of the QIB portion (99200 Equity Shares) and the remaining QIB portion (1884800 Equity Shares) was allocated.

Category Fls/Banks MF's Fll's Insurance Co's VC Total
No of shares 25666 528946 1429388 - - 1984000

D) Allocation to Employees:

The Basis of Allocation to the Employees category, who have bid at cut-off or at the Offer Price of Rs. 250 per Equity Share, was finalized in consultation with NSE. The category was subscribed to the extent of 0.19121 times. Hence, FULL and FIRM allotments have been made against all valid applications. The total number of Equity Shares allotted in this category is 84200 Equity Shares. The unsubscribed portion of 356155 equity shares was added to the Retail.

The Board of Directors of R Systems International Limited at its Meeting held at Noida on April 20, 2006 has approved the basis of allocation of shares and allotted the shares to various successful applicants based on allocation approved by NSE (Designated Stock Exchange), Six (6) additional Equity Share have been alloted.

The despatch of Refund Orders /advice has been completed by April 21, 2006 to the address of the investors as registered with the depositories. In case the same is not received within ten days, investors may contact at the address given below. The refund orders have been printed with the Bank Mandate details as registered, if any, with the depositories. The shares allocated to the successful applicants have been credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has submitted the listing application on April 21, 2006. The Company is taking steps to get the Equity shares admitted for trading on National Stock Exchange of India Limited and Bombay Stock Exchange Limited within seven working days from the date of approval of the basis of allocation.

INVESTORS PLEASE NOTE
The details of the allocation made has been hosted on the website of Registrars to the Offer, Intime Spectrum Registry Limited at www.intimespectrum.com.

All future correspondence in this regard may kindly be addressed to the Registrars to the Offer quoting full name of the First/Sole applicant, Serial number of the bid-cum-application form, number of shares bid for, name of the Member of the Syndicate and Place where the bid was submitted and payment details at the address given below:

INTIME SPECTRUM REGISTRY LIMITED
C-13, PANNALAL SILK MILLS COMPOUND,
LBS MARG, BHANDUP- (W),
MUMBAI-400 078.
TEL.: +9122 2596 0320-28
FAX: +91 22 25960329 WEBSITE: WWW.INTIMESPECTRUM.COM
E-MAIL: RSILIPO@INTIMESPECTRUM.COM


Place : Noida
Date : April 21, 2006

For R Systems International Limited
Sd/
Managing Director

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF R SYSTEMS   INTERNATIONAL LIMITED.

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