Ramky Infra Director Discussions


Dear Members,

Your Directors have pleasure in presenting their 29thAnnual Report on the business and operations of your company for the financial year ended March 31, 2023. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2023 is summarized below: ( Rs. in million)

Particulars

Standalone consolidated
2022-23 2021-22 2022-23 2021-22
Revenue form Operations 14,739.94 12,979.10 17,051.28 14,586.55
Other Income 972.74 2,352.46 1,614.32 3,220.81

Total Income

15,712.68 15,331.56 18,665.60 17,807.36

Profit Before Interest, Depreciation, Exceptional items

3,994.59 3,810.44 4,994.84 5,272.94

and Tax (PBIDT)

Less: Finance costs 717.47 963.66 3,629.29 3,732.77
Less: Depreciation and Amortisation Expenses 266.54 181.72 417.83 314.88

Profit before exceptional item and tax

3,010.58 2,665.06 947.72 1,225.29
Exceptional item - - 12,944.02 -

Profit before Tax

3,010.58 2,665.06 13,891.74 1,225.29
Current Tax 0.47 0.60 111.15 183.30
Short provision for earlier years - 100.61 -2.86 112.70
Deferred Tax Charge 865.41 1,380.17 2,257.10 529.04

Profit after Tax

2,144.70 1,183.68 11,526.35 400.25
Other Comprehensive Income -5.24 15.37 -5.63 22.87

Total Comprehensive Income

2,139.46 1,199.05 11,520.72 423.12
Basic Earnings per Share ( Rs.) 30.99 17.11 164.83 3.41
Diluted Earnings per Share ( Rs.) 30.99 17.11 164.83 3.41
Paid up share capital (face value of Rs. 10 each) 691.98 691.98 691.98 691.98

SUMMARY OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2022-23: Standalone Financial Performance:

During the year under review, members will notice that the standalone revenues from operations have increased to Rs. 14,739.94 million from Rs. 12,979.10 million of the previous year and other income has reduced to Rs. 972.74 million from Rs. 2,352.46 million of the previous year. The increase in Revenue is evidenced by the increase in Construction Revenue and other Operational Revenue. As a result of this the Profit after Tax has increased correspondingly to Rs. 2,144.70 from Rs. 1,183.68 million for financial year ended 2021-22. Also the Profit after Tax has increased due to incremental Profit Before Tax and Lesser Deferred Tax of Rs. 865.41 million as compared to Rs. 1380.17 million of financial year 2021-22.

Consolidated Financial Performance:

During the year under review, members will notice that the consolidated revenues from operations have increased to Rs. 17,051.28 million from Rs. 14,586.55 million of the previous year and other income has increased to Rs. 1,614.32 million from Rs. 3,220.81 million of the previous year. The increase in Revenue is evidenced by the increase of Contract revenue from Service Concession Agreement (SCA). Even as the profit before exceptional items has decreased to Rs. 947.72 million as against Rs. 1,225.29 million in Financial Year 2021-22, Profit Before Tax (PBT) and after exceptional items has increased to Rs. 13,891.74 million from Rs. 1,225.29 million due to exceptional item being Gain on extinguishment of Borrowing in Srinagar Banihal Expressway Limited due to the One Time Settlement it has entered into with the Lenders. Further, the Profit After Tax (PAT) has increased to Rs. 11,526.36 million from Rs. 400.25 million for the financial year under review due to recording of the exceptional gain which was reduced by increased deferred tax charge as compared to the preceding year.

Furthermore, the Management of RIL at consolidated level is happy to put forth the shareholders that the Board of Srinagar Banihal Expressway Limited (SBEL) has entered into a One Time Settlement (OTS) with lenders of the Company. Due to this the financial statements at consolidated level are reflecting the exceptional gain arising due to OTS. Further Revenue arising from Operation and Maintenance of Visakha Pharmacity Limited (Erstwhile Ramky Pharma City (India) Limited) has shown reasonable improvement. Along with that revenue also has been recorded due to execution of the requisite infrastructure on Build Operate and Transfer or Design Finance Build Own Operate and Transfer (DFBOOT) Model at Visakha Pharmacity Limited (VPCL).

During the year under review

Ever Blooming Eco Solutions Limited was incorporated in 2022-23 as a Wholly Owned Subsidiary of your company. Visakha Pharma Innovation and Incubation Limited and Visakha Energy Limited were incorporated as a Wholly Owned Subsidiaries of Visakha Pharmacity Limited.

Furthermore, the entire shareholding of RECEPS Limited was acquired by Visakha Pharmacity Limited there by making RECEPS Limited a Wholly Owned Subsidiary of Visakha Pharmacity Limited in financial year 2022-23. Therefore, as on March 31 , 2023, your company has 18 subsidiaries including 4 step down subsidiaries.

Furthermore, during the year under review, Naya Raipur Gems and Jewellery SEZ Limited, a wholly owned subsidiary of your company has been struck-off from ROC records. Along with it Ramky Engineering and Consulting Services FZC, Sharjah has been closed during the period under review. With the closure of Ramky Engineering and Consulting Services FZC, your entity does not have any International presence and is only confined to National Operations.

Also, during the year under review one (1) Company (i.e. Jabalpur Patan Shahpura Tollways Limited) is in the process of strike off. In accordance with Regulation 34(2) of the SEBI (LODR) 2015 and in compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2023 is annexed as Form AOC- 1 in Annexure – I to Boards Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at the registered office of the respective subsidiary companies.

In terms of Section 136 of the Companies Act, 2013 the audited financial statements are open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

Other than those specified above, during the period under review no companies have become or ceased to be its Subsidiaries.

The key aspects of your Companys performance during the financial Year 2022-23 is as follows: Standalone Financial Highlights

For F.Y. 2022-23, standalone Revenue from Operations has increased by 13.56% Y-o-Y to Rs. 14,739.94 million as compared to Rs. 12,979.10 million.

For F.Y. 2022-23, the Standalone Total expenses have increased by 0.28% Y-o-Y to Rs. 12,702.10 million as against Rs. 12,666.50 million.

For F.Y. 2022-23, PAT also increased by 81.19% Y-o-Y to

Rs. 2,144.70 million as against Rs. 1,183.68 million. This is due to reduction of tax expenses compared to previous year.

Consolidated Financial Highlights

For F.Y. 2022-23, the Consolidated Revenue from Operations has increased by 16.89% Y-o-Y to Rs. 17,051.28 million as compared to Rs. 14,586.55 million.

For F.Y. 2022-23, the Consolidated Total expenses have increased by 6.84% Y-o-Y to Rs. 17,717.88 million as against Rs. 16,582.08 million.

For F.Y. 2022-23, PAT also increased by 2779.78% Y-o-Y to

Rs. 11,526.35 million as against Rs. 400.25 million. This increase is due to onetime gain arising from the Onetime settlement entered by Srinagar Banihal Expressway Limited (SBEL) with its lenders.

DIVIDEND AND TRANSFER TO RESERVES

Your Board of Directors would like to put forth that going forward the management has decided that the efforts will be made to provide funds for execution of the project through internal accruals only. In lieu of this the Company is accumulating the Funds generated internally and would want the shareholders to benefit from the Capital appreciation rather than cash outflow. In lieu of this the directors do not recommend declaration of any dividend for financial year 2022-23. No amount is transferred to General Reserve during the financial year 2022-23.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Companys website https://ramkyinfrastructure.com/docs/pdf/ investordesk/Dividend_Distribution_Policy.pdf

SHARE CAPITAL

During the period under review, there has been no change in the share capital of the company. The Authorized Share Capital of the company is Rs. 73,00,00,000/- (Rupees Seventy Three Crores Only) divided into 7,30,00,000 (Seven Crores Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten each) and the paid up share capital is Rs. 69,19,77,910/- (Rupees Sixty Nine Crores Nineteen Lakhs Seventy Seven Thousand Nine Hundred and Ten Only) divided into 6,91,97,791/- (Six Crores Ninety One Lakhs Ninety Seven Thousands Seven Hundred and Ninety One) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

In the 27th Annual General Meeting held on 25th August, 2021 the members of the company have passed a Special Resolution approving the Employee Stock Option Scheme (ESOP) for eligible employees of Ramky Infrastructure Limited and its Subsidiaries. However, the management is yet to issue the ESOP in reference to resolution passed at the 27th Annual General Meeting.

OPERATIONAL PERFORMANCE REVIEW:

We are happy to announce that during the F.Y. 2022-23 your company has achieved notable progress pertaining to project execution. The same has been duly reflected in the financial statements by way of Revenue generation. Among the sizable revenue can be attributed to Hyderabad STPS, Leachate and Visakha Pharmacity projects of your company.

In addition to the above EPC Contracts, Commercial and Industrial projects have also contributed to the revenue generated during the year under review.

Among the aforementioned, some of the works executed during F.Y. 2022-23 are explained hereunder.

EPC Business

Ramky One Orbit, Hyderabad, Telangana

Ramky One Orbit stands parallel to two executed and delivered projects of your company - Ramky Galaxia and Kosmos in Nallagandla, Hyderabad. The residential project has a consolidated area of 1.08 million Sq.ft comprising 518 units. Revenue achieved in F.Y. 22-23 is as planned and is expected to be handed over by end of 2025.

Ramky One Odyssey, Narsinghi, Hyderabad, Telangana

Ramky One Odyssey project is the first of its kind and the highest structure ever built by your company. Being unique in its design and rated Gold standard by IGBC (Indian Green Building Council), the project is said to stand high at Narsinghi, recently considered the most prominent and luxurious locality in Hyderabad, Telangana where major renowned developers have ventured into. It comprises Construction of 2.23 million Sq.ft in 3-Blocks with 36 Stories each, out of the Total Project 26% completion has been achieved in F.Y. 2022-23. The adopted methodologies include using Tunnel form Aluminum formwork with its rapidity of monolithic floor casting cycle to meet project schedule, use of Organic Waste Converters (OWC) for sewage and household waste, use of paints with least Volatile Organic Compounds (VOC) and also use of key technologies like Suspended Rope platforms, Static boom placers to convey continuous concrete at multiple stages by highly efficient in house batching plant.

Ramky Gennext Square and Ramky One Gennext, Hyderabad, Telangana

Ramky Gennext Square, one of the most unique project in your companys history is being developed in the steel composite structure methodology with 12000 MT of structural steel and has recently achieved 2400 Cum of Concrete pour, largest ever in your companys concreting log. Major technologies which are facilitating the execution include Cranes with multi-dimensional movements in constrained spaces with Anti Collision Devices (ACD), Suspended Rope platforms for Glass fa?ade erection, rigorous logistics to facilitate structural steel and other machineries. Key sustainability aspects of this project include High energy efficiency during operation, landscaping, High Solar Reflective Index (SRI), Low plumbing flow rates to control usage of fresh water, Organic Waste Converters (OWC) for waste generated in the facility. In view of the rising industry standards in structural steel and its robust use, Ramky Gennext Square promises as a stepping stone towards modern execution and deliverance as per latest industry standards. Being certified as Gold Standard by Leadership in Energy and Environmental Design (LEED) certification, the project emphasizes on being sustainable during execution and during operation of the structure.

Gennext project comprises of Commercial built up area 3 million Sq.ft and Residential 1.4 million Sq.ft in extent of 14.37 Acers at Uppal, Hyderabad, Telangana.

Deonar WTE, Mumbai, Maharashtra

This Project was awarded by Re Sustainability Engineering, Procurement and Construction (EPC) of Waste to Energy (WTE) plant to facilitate 600 Tons per day of Municipal solid waste with a capacity to generate 6 Mega Watts in Deonar, Mumbai, Maharashtra. The projects aim is to deliver the said facility catering to the requirement of Municipal Corporation of Greater Mumbai (MCGM) in its efforts to generate energy from collected municipal waste. Considering the loose sub strata at the project, the on-going construction has enabled and expanded in rigorous technological adoption ranging in testing and casting of piles with multiple heavy piling machineries and equipment, Geo-Cell membrane for retaining Sub-soil of roads, casting of Compound wall and Drains in Pre-Cast methodology, optimizing the material usage for Steel structures. The project is expected to be delivered by mid of 2025.

Ever Blooming Eco Solutions Limited (EBESL)

As part of the strategy towards offering Urban Solutions, your company has entered into Memorandum of Understanding (MOU) with Confederation of Real Estate Developers Association of India (CREDAI) Bengaluru and Bengaluru Apartment Federation (BAF) for Development, Operation and Maintenance and Management of Environmental Infrastructure for all residential complexes in and around Bengaluru, Karnataka. For this purpose, EBESL has been incorporated as a Wholly Owned Subsidiary of your company for execution of the aforementioned project at SPV Level. Your company is hopeful that this business model would be feasible both operationally and financially and would also help Ramky in increasing its footprint in the areas of sustainable engineering.

Leachate Treatment Plant at Jawahar Nagar, Hyderabad, Telangana

This contract has been awarded by Greater Hyderabad Municipal Corporation (GHMC) for Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of Ponds at Jawahar Nagar, Hyderabad on Build, Operate and Own (BOO) basis for a contract value of Rs. 2,510 million with Treatment and Disposal Period of Two (2) years and Extended Operation period of Ten (10) years. It is a one of its kind innovative and Indias largest Leachate treatment project with many first in use technologies adopted for treatment of the leachate.

During the Year, the Construction and Commissioning of the Plant has been completed and the entity expects to meet the treatment milestones and generate the expected revenue.

DEVELOPER BUSINESS (PPP FOCUS): Hyderabad STPS Limited:

This is a project being executed at SPV Level through Hyderabad STPS Limited. This is a project awarded by Hyderabad Metro Water Supply & Sewerage Board (HMWSSB) for Construction of 6 STPs of 480.50 MLD capacity (Decentralized) along South of Musi under Sewerage Improvement Project of Sewerage Master Plan of Hyderabad Urban Agglomeration area under Hybrid Annuity Mode of Contract including O&M for 15 years (Package-II) for a total contract value of Rs. 11,810 million. The project is one of the three packages. Once completed, Hyderabad would be the first city in the country to scientifically treat 100% of the generated sewage.

Srinagar Banihal Expressway Limited (SBEL):

This project was awarded by National Highway Authorities of India (NHAI) to your company for Rehabilitation, Strengthening and Four Laning of Srinagar to Banihal Section from Km 187.000 to 189.350 (Banihal Bypass) and Km 220.700 to 286.110 of NH 1-A in the State of Jammu & Kashmir (Package No. NHDP–Phase-II/ BOT/I/J&K) at a project cost of Rs. 16000 million on DBFOT basis. This project is being executed through Srinagar Banihal Expressway Limited (SBEL), a Special Purpose Vehicle (SPV) incorporated for the execution of the aforementioned project. The Concession Agreement dated 28th October 2010 executed between NHAI & SBEL for a concession period of 20 years including three (3) years Construction period. The project has achieved PCOD and the O&M Works are being carried on the project by SBEL. The entity had become NPA in Banker Books due to non-service of interest and Principal obligation. However, during the year the Board of SBEL has entered into One Time Settlement with ARCs post assignment of the debt from Lenders to Asset Reconstruction Companies. Furthermore, due to settlement of the issues, all the pending annuities till 31st March 2023 have been received by the Company from NHAI.

Visakha Pharmacity Limited (VPCL):

(Earstwhile Ramky Pharma City (India) Limited

In the Year 2004, the Government of Andhra Pradesh with the intention to provide common infrastructure facilities to Pharmaceutical Companies operating in Parwada, Visakhapatnam, Andhra Pradesh, through Andhra Pradesh Industrial Infrastructure Corporation (APIIC) has awarded the Infrastructure Development and Operation & Maintenance responsibility through Concession Agreement to your company. In lieu of this agreement, Visakha Pharmacity Limited (VPCL) (erstwhile Ramky Pharma City (India) Limited) was incorporated as a subsidiary of your company for executing on the terms of Concession Agreement. VPCL is one of the most prestigious projects undertaken by your company in providing one of its kind with state of the art technology for the pharmaceutical Industries. The project reflects operational efficiency of your company wherein the entity has implemented the first and one of its kind pharma infrastructure to cater the needs of Pharma Entities. It is one of the most successful Public-Private

Partnership in the Country. This project has been developed with equity participation of both Ramky Group and APIIC to develop Jawaharlal Nehru Pharmacity (JNPC) in Parwada, Visakhapatnam, Andhra Pradesh on the total extent of 2400 acres with assortment of facilities required for Pharma industry. JNPC caters to more than 104 industries which includes some of the worlds leading international pharmaceutical giants including Pfizer (USA), Mylan Laboratories (USA), Eisai Pharma Technology (I) Pvt. Ltd (Japan),PharmaZell Pvt. Ltd (Germany), SNF (I) Ltd (France partnership), among others. This project provides hassle free environment for Bulk Drug, Chemicals and Allied Manufacturing facilities at Parawada, Visakhapatnam, Andhra Pradesh. The projects construction was completed in 2008. With the changing business landscape, stricter environmental regulations & standards and endeavor to achieve new heights, VPCL aims to expand the Pharmacity to meet the growing industrial demand and desired Level of Services (LoS) standards.

MDDA-Ramky ISBus Terminal Limited (MRISBTL):

In the Year 2003, Mussorie Dehradun Development Authority (MDDA) has entered into a Concession Agreement for the Design, Construction, Finance, Operation and Maintenance of Inter State Bus Terminal and Commercial Complex in Dehradun in the state of Uttarakhand under Public Private Partnership on BOT basis for a concession period of twenty (20) years at a cost of Rs. 528 million. It was Indias first Interstate bus terminal complex. This is a unique and a one of its kind project, with the construction of Bus Terminus and commercial complex in same premises. By this business model not only the local population of Dehradun will be attracted but a portion of the footfall would be contributed by population from other areas in and around Dehradun due to the bus depot. Due to various reasons not attributable to the entity there was delay in completion of the project. Furthermore, the Covid lockdown in the year 2020 has had a major impact on the operations and revenue generation of the entity, as many entities operating have gone out of business coupled with the financial situation of Big Bazaar and Carnival Cinemas the two Major Tenants. The concessional period of this project has come to end in July 2023. The Company has sought for further extension of the original concession period with the Authority due to various force majeure reasons.

Pantnagar CETP Private Limited (PCETPPL):

This project pertains to the Design, Build, Financing, Construction, Operation & Maintenance and transfer of 4 MLD Common Effluent Treatment Plant (CETP) on BOT basis in Pantnagar Industrial Estate awarded by State Industrial Development Corporation of Uttaranchal Limited (SIDCUL) for a concession period of 30 Years. The agreement was executed between RIL & SIDCUL in the year 2006. The entity has consistent cash flows from the project

Ramky Elsamex Hyderabad Ring Road Limited (REHRRL):

With the intention to take Hyderabad to the world stage and provide world class infrastructure facilities to enable companies establish in Hyderabad the Government of Andhra Pradesh through Hyderabad Metropolitan Development Authority (HMDA) via Hyderabad Growth Corridor Limited (HGCL) has awarded the Design, Construction, Development, Finance, Operation and Maintenance of the eight lane access controlled expressway Phase-II A. The project included extension of Phase-I of Outer Ring Road to Hyderabad city, Andhra Pradesh, India, for the package from Tukkuguda to Shamshabad from 121 km to 133.63 km on Build, Operate and Transfer (BOT) (Annuity) basis. The project was awarded in June 2007 and was completed in November 2009. The concession period of this project includes a total of fifteen (15) years of which 2.5 years is the Construction period. The project was awarded to your company and Ramky Elsamex Hyderabad Ring Road Limited (REHRRL) has been incorporated for execution of the project.

Project uniqueness & innovation lies in the project, Safer, Faster, Better and less costly world class connectivity to Hyderabad city from its all around. REHRRL completed the execution of the project, 6 months before schedule of the completion of the project. People, mobilization & optimization of resources and time management was scheduled in micro level and its effective tracking has resulted in early completion. The Project concession period has come to an end in F.Y. 2022-23 and the Company is in process of Administratively closing the project.

CHANGE IN NATURE OF BUSINESS

During the period under review there was no change in the nature of business of the Company.

COMPOSITION OF THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of your company is duly constituted. The Board consists of Eight (8) Directors comprising of Two (2) Executive Directors, One (1) Non-Executive Director, One (1) Nominee Director and Four (4) Independent Directors.

Efforts are made in such a way that the board is efficient and the directors have requisite knowledge and exposure to provide requisite insights and direction to the Management of the Company.

Efforts are made that the directions given to the management are actually implemented and executed through the Managing Director and Wholetime Director.

With this structure, the management has ensured that the board is independent of the management in decision making and provides the requisite insights of the various external factors which the internal employees do not have access to.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel in the Company.

S. Name of Key Managerial

Designation

No. Personnel

1 Mr. Yancharla Rathnakara Nagaraja Managing Director
2 Mr. Polimetla Ravi Prasad Wholetime Director
3 Mr. Ajay Masand Chief Financial Officer
4 Mr. Nanduri Kesava Datta Company Secretary

CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE YEAR

The members of the Company at the Annual General Meeting held on 15th September 2022 have re-appointed Mr. Polimetla Ravi Prasad (DIN: 07872103) as a Wholetime Director for a period of three (3) years w.e.f. 08th February 2023.

The members of the Company at the Annual General

Meeting held on 15th September 2022 have re-appointed

Dr. Anantapurguggilla Ravindranath Reddy (DIN: 01729114) as a Non-Executive Director of the company owing to his office liable to retire by rotation.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 29TH ANNUAL GENERAL MEETING

Approval of the shareholders is being sought for the appointment of Dr. Anantapurguggilla Ravindranath Reddy (DIN: 01729114) Non-Executive Director of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013 and pursuant to Articles of Association of the Company.

Approval of the shareholders is being sought upon completion of 1st tenure as an Independent Director for the re-appointment of Dr. Somavarapu Ravi Kumar Reddy (DIN: 00372731), as an Independent Director of the company for a further period of five (5) years commencing from 13.11.2023.

Approval of the shareholders is being sought upon completion of 1st tenure as an Independent Director for the re-appointment of Dr. Peddibhotla Gangadhara Sastry (DIN: 01890172), as an Independent Director of the company for a further period of five (5) years commencing from 13.11.2023. Board of Directors has proposed for appointment of aforesaid Directors in the ensuing Annual General Meeting of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

As on March 31, 2023, the Board had six (6) committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Risk Management Committee, and the Board Committee. All the Committees are constituted in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. During the year, all recommendations made by the committees were approved by the Board. A detailed note on the Board and its Committees is provided under the Corporate Governance Report which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review Four (4) Board Meetings were held as under

S. No Date of Board Meeting

Number of Director eligible to Attend the meeting

Number of meeting attended by the Directors

Percentage of Attendance at each Board meeting

1 27th May 2022 8 8 100%
2 11th August 2022 8 8 100%
3 11th November 2022 8 8 100%
4 10th February 2023 8 8 100%

The maximum gap between two consecutive Board meetings held during the year under review is within the period of 120 days as prescribed under the provisions of the Companies Act, 2013.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 confirming their independence vis-?-vis the Company.

In the opinion of the Board all the Independent Directors possess integrity, expertise and experience (including the proficiency) to act as an Independent Director.

BOARD EVALUATION AND ASSESSMENT

In Ramky Infrastructure Limited, since there is clear demarcation between the Board and the Management, efforts are made to ensure that the information flow from the organization to the Board in decision making is flowing without any hindrance.

This in turn helps the board in providing the external expertise opinion and feedback so that the necessary guidance is provided to the management and employees at large.

In lieu of this, yearly the Independent Directors performance is evaluated as to how participative the Independent Directors are in providing the insights regarding various fields and areas of operation and various amendments and updates and internal functioning of the organization external of the company. The Company believes that the formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, the evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in-a) More effective board process b) Better collaboration and communication c) Greater clarity with regard to members roles and responsibilities d) Improved the relations with Chairman, Managing Directors and Board Members The evaluation process covers the following aspects

- Self-Evaluation of Directors.

- Evaluation of the performance and effectiveness of the Board.

- Evaluation of the performance and effectiveness of the Committees.

- Feedback from the Non-Executive Directors to the Chairman.

- Feedback on management support to the board.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board hereby put forth that there are many experienced Independent Directors on the Board of your company.

However, they all operate in environment external to the Company and do not involve in the day to day decision making of the Company. They only provide their feedback and suggest the management further as to the various decisions to be taken and the direction the entity has to take to steer the company to the path of sustainability and profitability.

Therefore, the Company through its Senior Managerial Personnel familiarizes the Independent Directors with the business model, revenue generation model and cash flow models of the projects and the various functional hindrances faced by the Company. In terms of Clause 25(7) of the SEBI (LODR) Regulations, 2015, on appointment of the Independent Directors, induction program is held to familiarize the directors with the Companys operations and businesses. An interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com A separate meeting of the Independent Directors was held on 27th May 2022.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Board of Directors to the best of their knowledge and ability confirm that: a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance Report annexed herewith.

CORPORATE GOVERNANCE

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, regarding its compliance is attached as Annexure - VIIA which forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately as Annexure - VI which is forming part of this report.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

The Board by circular resolution on 29th May 2017 appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company who were duly appointed by the Members through Postal Ballot for a period of one (1) year from 01.04.2017 till 31.03.2018.

Further, the Members at their Annual General Meeting held on 25.09.2018 has re-appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office for a period of five (5) years starting from F.Y. 2018-19 till F.Y. 2022-23. Since the 2nd tenure of the statutory auditors will be coming to an end in the AGM to be held in the Calendar Year 2023, the management is proposing the appointment of M/s. Suryanarayana Reddy & Co., Chartered Accountants, Hyderabad with Firm Registration Number (005752S) for a period of Five (5) years who if appointed by the Members would be eligible to hold office from the conclusion of AGM of the Calendar Year 2023 till the conclusion of this AGM of the Calendar Year 2028. The appointee auditors have confirmed their eligibility for their appointment Under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

Internal Auditors:

M/s. JKMR & Co., Chartered Accountants, Hyderabad, were re-appointed as Internal Auditors of the Company for the F.Y. 2022-23 by the Board at their meeting held on 27.05.2022. Further the Board at the meeting held on 30.05.2023 has re-appointed M/s. JKMR & Co., Chartered Accountants, Hyderabad as Internal Auditor for the F.Y. 2023-24.

Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditor:

Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary, Hyderabad was re-appointed as Secretarial Auditor of the Company for the F.Y. 2022-23 by the Board at their meeting held on 30.05.2023.

Cost Auditors:

M/s. S R and Associates, Cost Accountants, Hyderabad have been re-appointed as Cost Auditors of the Company to conduct cost audit as per the provisions of the Companies Act, 2013 and rules made thereunder by the Board at their meeting held on 27.05.2022. Furthermore, the Remuneration of the Cost Auditor was ratified by the members at their Annual General Meeting held on 15th September 2022.

Furthermore, M/s. S R and Associates, Cost Accountants, Hyderabad have been re-appointed as Cost Auditors of the Company for Conducting Cost audit for F.Y. 2023-24 and the special business for ratification of their remuneration has been put forth the AGM scheduled for the Calendar year 2023.

It is hereby confirmed that the company is maintaining the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.,

REPORTING OF FRAUD

The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Securities Exchange Board of India (SEBI) has by way of Second amendment to the SEBI (LODR) 2015 regulation w.e.f. 05.05.2021 introduced the implementation of Business Responsibility and Sustainability Reporting (BRSR) for top 1000 Listed entities as per their market capitalization on 31st March of preceding year. In lieu of this the Management has implemented and embodied the 9 Principles and the requisite BRSR Report as envisaged by SEBI has been made part of this Report as Annexure – V.

CORPORATE SOCIAL RESPONSIBILITY

Ramky Infrastructure Limited since it is in Construction industry takes its Corporate Social Responsibility (CSR) seriously, because any activity taken up by the organization involves huge manpower and its activities involves various stakeholders. your company ensures that the beneficiaries of the CSR are in the vicinity of its area of operation.

Your company has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. As you are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities.

For the F.Y. 2022-23, the Total CSR Liability of the entity was

Rs. 25.84 million.

RIL has concentrated its thrust area as under during the Year under review.

( Rs. in million)

S.No. Thrust Area

Amount spent

1 Health 4.14
2 Education 3.91
3 Women Empowerment 0.60
4 Rural Development 11.06
5 Tribal Development 3.41
6 Others 2.72

Total

25.84

A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this Report as Annexure - IV and link to the CSR policy is available at the website https://ramkyinfrastructure. com/docs/pdf/investordesk/CSR-Policy.pdf

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since your Company is in the business of providing infrastructure facilities as provided under section 186 read with Schedule VI, the provisions of Section 186 are not applicable to your entity.

However, the details of the loans and guarantees given and investments made is forming part of the Related Party Transactions of the Financial Statements.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2022-23.

Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2022-23 forms part to this report as Annexure – VIII and the report is clean and self-explanatory.

As required under the provisions of SEBI (LODR) Regulations, 2015 a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretaries, is a part of the Corporate Governance report in Annexure – VIIC.

MANAGEMENT RESPONSES TO OBSERVATIONS IN AUDITORS REPORT

With reference to observations made in Auditors Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2023 have been subjected to an audit by the Statutory Auditors of the Company without qualification.

S.No. Emphasis of Matters in Independent Auditors Report (Standalone)

Management Response

1 There is no emphasis of matter in the standalone auditor report. N.A.

S. Emphasis of Matters in Independent Auditors Report No. (Consolidated)

Management Response

1. Srinagar Banihal Expressway Limited (SBEL): The Company has been sanctioned term loan of Rs. 14,400 million to construct the Highway i.e. four laning of section on the Srinagar Banihal National Highway 1-A.
We draw attention to Note 20 (iv) to the Consolidated Statement in respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the said subsidiarys proposal for settlement of all its loans had been accepted / approved by the Asset Reconstruction Company (ARCs), under One Time Settlement (OTS) agreement dated March 29, 2023. Accordingly, the subsidiary company, has accounted for an exceptional gain of Rs. 12,944.02 million for the reasons detailed in the said note. However, due to various reasons, the project was declared as NPA by the bankers and as on 29th March 2023 the total loan outstanding amount in the Books was Rs. 25,440 million including interest. Out of this, on 29.03.2023, SBEL entered into One Time Settlement with ARC for payment of Rs. 12,500 million in place of Rs. 25,440 million. Due to this settlement, there was an exceptional relinquishment of liability of Rs. 12,940 million, which was treated as an exceptional gain in the Books of SBEL for financial year ended 31.03.2023. Certain sub-contractors of the Principal contractor have lodged claims on the Company for settlement of their contractual dues.
2. Srinagar Banihal Expressway Limited (SBEL): These claims are majorly towards change in scope, escalation, idle machinery, interest etc. The claims are at various stages of assessment including soliciting legal opinion, if any, and the ascertainment of the admissibility of the claims with the authority. Pending assessment of the claims no liability is to be provided as of now. However, as on the date of signing the Board report the claims of the Sub contractors have been withdrawn.
In respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that claims of Rs. 4,900 million made by the subcontractors on the principal contractor and the subsidiary company and the assessment of claims is in process and is at various stages by the subsidiary company. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements.

 

S. Emphasis of Matters Independent Auditors Report

No. (Consolidated)

Management Response

3. Srinagar Banihal Expressway Limited (SBEL): Out of the Total Rs. 2,100 million, Rs. 450 million pertains to the
We draw attention in respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the deductions in earlier years were made by NHAI for Rs. 2,100 Mn from the annuities to the company and against which the independent engineer has now recommended for release of Rs. 1,646 Mn. NHAI has made further deductions of Rs. 340 Mn during the year from the Annuities of the company. The company has initiated for all the balance recoveries from NHAI and is confident that the amount is fully recoverable. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. Balance Construction works and the remaining Rs. 1,646 million is recommend by Independent Engineer (IE) for release. Further, during the Year Rs. 340 million has been recovered of which Rs. 280 million is towards balance works and the remaining Rs. 60 million is towards GST. So, Rs. 450 million would be capitalized based on the work completed by the 3rd Party and pertaining to Rs. 280 million and Rs. 60 million, managements is confident the it would be recovered and the entity has made requisite representation to the IE for the same. HCTL was incorporated to undertake a Road project under PPP mode with NHAI. However, the project could not materialize and the parties mutually agreed to terminate the project.
4. Hospet Chitradurga Tollways Limited (HCTL):
We draw attention to Note 10 to the Consolidated Statement in respect of Hospet Chitradurga Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention in respect of the termination of the project by the subsidiary company and National Highways Authority of India (NHAI), "the Concessioning Authority" with mutual consent. Since the subsidiary company is a project specific company, termination of project affects the Going Concern nature of the subsidiary company. The consequential financial impact was provided in the financial statements during the earlier year and was emphasised in that earlier year audit report also. The investment made in the project having already been impaired in the books of accounts, the Board of Directors of the Company have decided to merge HCTL with its holding company.
5. Visakha Pharmacity Limited (VPCL) (Erstwhile Ramky Pharma City (India) Limited): The Appellate Tribunal has reversed the order of the Enforcement Directorate (ED) Court and passed directions to release attached land in the Pharma City, Vizag subject to certain conditions. VPCL has filed an appeal before the Honble High Court of Telangana as prescribed in the order against the conditional release of the attached land.
We draw attention in respect of Visakha Pharmacity Limited {formerly known as Ramky Pharma City (India) Limited}, a subsidiary company, whereby the Statutory Auditors of the said subsidiary have reported the uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) against the subsidiary company and the attachment order of the Enforcement Directorate in respect of certain assets of the subsidiary company. The management believes that it has complied with the provisions of the concession agreement. Accordingly, any consequential financial impact of the said regulatory action will be reliably known only when the matter is resolved. The Management believes that the project of VPCL is being carried out in accordance with the provisions of the Concession Agreement executed between the VPCL and Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC) after obtaining the requisite approvals and following the due process of law.
6. Sehore Kosmi Tollways Limited (SKTL): Based on internal / external assessment, SKTL is confident that the balance claimed amount can be recovered from MPRDC and accordingly arbitration proceedings has been initiated against them.
We draw attention in respect of Sehore Kosmi Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the preparation of the financial statements is on liquidation basis, assuming the subsidiary company is no longer a going concern. The said subsidiary has recorded receivable from Madhya Pradesh Road Development Corporation Limited (MPRDC) of Rs. 582 million i.e. to the extent of intangible and financial asset as on termination date of the project, although the said subsidiary has claimed an amount of Rs. 968.60 million from MPRDC. Further, during the F.Y. 2021- 22 the subsidiary company has received Rs. 346.35 million as full and final settlement of all the dues from MPRDC, which is

S. Emphasis of Matters Independent Auditors Report No. (Consolidated)

Management Response
disputed by the subsidiary company. The realisation of the balance amount of Rs. 235.65 million is subject to decision / negotiation between the subsidiary company and MPRDC. Further, the subsidiary company has also referred the matter for Arbitration. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements.

S. Comments by Statutory Auditors on Companies No. (Auditors Report) Order, 2020

Management Response
1 Consolidated The qualifications or adverse remarks, other than those specified in the emphasis of matters above, pertaining to the subsidiaries including non-material subsidiaries have been responded under "Management Responses" in the respective subsidiary companies Directors Report.
With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies(Auditors Report) Order, 2020 (the "Order"/"CARO") issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditors report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Company and its subsidiaries included in the consolidated financial statements of the Company, to which reporting under CARO is applicable, there have been remarks by the respective auditors in the CARO reports of the Companies included in the Consolidated financial statements.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22 and such other applicable regulations of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of thecompany viz., https://ramkyinfrastructure. com/docs/pdf/investordesk/Whistle_Blower_Policy_RIL_22.11.2021.pdf During the year, there were no whistle blower complaints received by the Company.

RISK MANAGEMENT COMMITTEE

The Board is of the opinion that all events which have crossed the risk threshold have been identified and dealt with appropriately by the entity during the year under review.

Pursuant to SEBI (LODR) (Amendment) Regulations 2021 top 1000 listed companies based on market capitalization is mandatorily required to be constitute the Risk Management committee and adopt the Risk Management Policy of the Company. In order to comply with aforesaid requirement the Board of Directors at their meeting held on 14.06.2021 has constituted the Risk Management Committee with following members. Along with that during the year the Risk Management Committee meetings were held on 10.08.2022 and 03.02.2023 to review the overall Risk Management Policy that commensurate the size of the organization.

Sl. No Name of the Member

Designation

1. Dr. Anantapurguggilla Ravindranath Reddy Chairman (Non-Executive Director)
2. Dr. Somavarapu Ravi Kumar Reddy Member (Independent Director)
3. Mr. Velpula Murahari Reddy Member (Independent Director)
4. Mr. Polimetla Ravi Prasad Member & Chief Risk Officer (Wholetime Director)
5. Chief Financial Officer – Ex officio Member

POLICY ON SEXUAL HARASSMENT

The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Sensitizing the employees about the policy is part of the Induction procedure for the employees.

During the year under review, no cases of sexual harassment were reported.

Complaints at the beginning of the year – 0 Complaints received during the year – 0 Complaints at the end of the year - 0

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and were on an arms length basis.

In compliance of the SEBI (LODR) Regulations 2015 duly amended, all the related party transactions proposed to be entered by the entity are undertaken with the prior approval of the Audit Committee. The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz: https:// ramkyinfrastructure.com/docs/pdf/investordesk/Related-Party-Policy.pdf Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and in compliance of SEBI (LODR) Regulations 2015 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 is appended as Annexure - II to the Boards report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the conclusion of the financial year, there have been no substantial alterations or commitments that have emerged which could potentially have an impact on the Companys financial position.

Similarly, during the interim period between the culmination of the relevant financial year and the date of this report, there have been no significant alterations or commitments that could potentially affect the financial position of the company.

However, it is important to note that as of the date of endorsing this Boards report, the claims previously lodged by our companys sub-contractors against Ramky Infrastructure Limited and Srinagar Banihal Expressway Limited – aggregating to a total of Rs. 490 Crores – have been mutually withdrawn following comprehensive discussions and submission of the status of receivables. Till the F.Y. 2022-23, these claims were recorded as "Claim from Sub Contractors not acknowledged as debt" within the Contingent Liabilities and commitments category. With the subsequent withdrawal of these claims, the potential of realization of the aforementioned contingent liability stands nil.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits, including deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the SEBI (LODR) Regulations, 2015. The Policy on Material Subsidiary is available on the website of the Company at https://ramkyinfrastructure. com/docs/pdf/investordesk/Policy-for-Identifying-Material-Subsidiaries_22.11.2021.pdf

REMUNERATION POLICY

The Board has on the recommendation of Nomination and remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy of the Company on Directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matter as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on the website of our Company at https://ramkyinfrastructure.com/docs/pdf/ investordesk/Remuneration-Policy.pdf

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report.

ANNUAL RETURN

In accordance with Section 92 & 134 of the Act, the web link of the Annual return of the entity for financial year ended 31.03.2023 is hosted on website of the link https://ramkyinfrastructure.com/ images/financials/annualreports/annual_return_22-23.pdf

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy which is an ongoing process in the Companys construction activities and the same is not furnished as the relevant rule is not applicable to your company.

There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

Innovation is a culture in the Company to achieve cost efficiency in the construction activity so as to be more competitive in the prevailing environment.

FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act, 2013, the information relating to foreign exchange earnings and outgo is provided hereunder.

S.

Income/Outgo

Foreign Currency Rs.

No.

1 Professional fees 22,355 Arab Emirates 4,55,859/-
paid Dirham

Even though the Invoice pertains to F.Y. 2022-23 the respective payment has been release in F.Y. 2023-24.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the Year under review on a cumulative basis there are total 6 applications all filed by operational creditors against Ramky Infrastructure Limited under Insolvency and Bankruptcy Code, 2016 with National Company Law Tribunal. Further, the applications filed by the lenders of SBEL against RIL at NCLT have been withdrawn post assignment of debt by Lenders to Asset Reconstruction Companies (ARC).

As on date none of applications have been admitted.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, there was no One Time Settlement with any Bank during the year under review by Ramky Infrastructure Limited.

The management would like to put forth that in April 2022, Sehore Kosmi Tollways Limited, a Wholly Owned Subsidiary of Ramky Infrastructure Limited has entered into a One Time Settlement with its Lenders for settlement of debt.

Also, in March 2023, Srinagar Banihal Expressway Limited (SBEL) a subsidiary of Ramky Infrastructure Limited has entered into One Time Settlement (OTS) with its lenders for settlement of Debt.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

INDUSTRIAL RELATIONS

The company enjoys cordial relations with its vendors, suppliers, sub contractors, financial institutions, employee and other stakeholders. It is ensured that the agreements entered with them are not only in the beneficial interest of the organization but also are equitable and just to all the participants to the contract so that the value derived is distributed among the stakeholders at large.

LISTING WITH STOCK EXCHANGES

The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015 and other SEBI Regulations as applicable. The Company confirms that it has paid the Annual Listing Fees for the F.Y. 2022-23 to NSE and BSE where the Companys Shares are listed.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide technical upgradation of employees are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.

For and on behalf of the Board of

RAMKY INFRASTRUCTURE LIMITED

Sd/- Sd/-

Y.R. NAGARAJA

P. RAVI PRASAD
Managing Director Wholetime Director
DIN: 00009810 DIN: 07872103

Place: Hyderabad

Date : 10.08.2023