Ramky Infrastructure Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your company i.e. Ramky Infrastructure Limited (RIL) for the financial year ended31 st March 2026. 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 31 st March 2026 is summarized below:

(INR in Million)

	Standalone		Consolidated
Particulars
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from operations	16,789.27	19,693.63	18,464.78	20,445.38
Other income	1,785.09	1,221.17	1,950.62	1,659.10
Total Income	18,574.36	20,914.80	20,415.40	22,104.48
Less: Finance costs	563.26	638.43	733.43	1,200.69
Less: Depreciation and amortization expense	389.68	370.26	573.50	509.99
Less: Other expenses (including operational)	15,204.46	16,335.42	16,162.29	17,082.92
Total expenses	16,157.40	17,344.11	17,469.22	18,793.60
Profit before share of profits in associates, exceptional items and tax	2,416.97	3,570.69	2,946.18	3,310.87
Share of profit/(loss) of an associate	-	-	-0.03	-
Exceptional Items	1,560.60	-	594.60	-
Profit before tax	3,977.57	3,570.69	3,540.76	3,310.87
Current tax	607.06	964.79	735.64	1,099.16
Taxes of previous year	32.43	34.15	31.42	27.58
Deferred tax (credit) / charge	19.27	-29.09	-54.05	166.68
Profit after tax before non-controlling interest	3,318.80	2,600.84	2,827.75	2,017.46
Profit/(loss) attributable to non-controlling interest	-	-	117.13	129.93
Profit for the year	3,318.80	2,600.84	2,710.61	1,887.53
Basic Earnings per share (in )	47.96	37.59	39.17	27.28
Diluted Earnings per share (in )	47.96	37.59	39.17	27.28
Paid up share capital (face value of 10 each)	691.98	691.98	691.98	691.98

Note: The previous years figures have been restated in these financial statements to give effect to the merger of Sehore Kosmi Tollways Limited (SKTL) and Ramky Elsamex Hyderabad Ring Road Limited with Ramky Infrastructure Limited pursuant to the NCLT order dated 25th February 2026, the appointed date is 1st April 2024.

REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2025-26: Standalone Financial Performance:

During the year under review, the standalone revenues from operations have decreased to INR 16,789.27 million as against INR 19,693.63 million of FY 2024-25 and other income has increased to INR 1,785.09 million as against INR 1,221.17 million of the previous year.

The total expenses stand at INR 16,157.40 million as against INR 17,344.11 million of previous year. The profit after tax has increased to INR 3,318.80 million as against INR 2,600.84 million of previous year.

Consolidated Financial Performance:

During the year under review, the consolidated revenues from operations has decreased to INR 18,464.78 million as against INR 20,445.38 million of FY 2024-25 and other income has increased to INR 1,950.62 million as compared to INR 1,659.10 million of previous year. The total expenses stand at INR 17,469.22 million as compared to INR 18,793.60 million of previous year. The profit after tax has increased to INR 2,827.77 million as against INR 2,017.46 million of previous year.

Credit Rating Upgrade:

The credit rating of the Companys Long Term and Short Term Bank facilities has been upgraded from IVR BBB minus with a stable outlook to IVR BBB with a stable outlook.

AWARDS AND ACCOLADES: a)The Company has received an award under the Excellence in Wastewater Management Category at The Economic Times-Infra Leadership Awards 2025. This prestigious award was presented to Ramky Infrastructure Limited in New Delhi for its Legacy Leachate Treatment Facility with a capacity of 2 MLD, Jawahar Nagar, Hyderabad, Telangana. The Leachate treatment plant is Indias largest and 1st of its kind in India having capacity of 2 MLD

Leachate treatment plant which is built on the Low Temperature Evaporator (LTE) technology and disposal of legacy leachate at Jawahar Nagar, Hyderabad, Telangana. b)The Company has received an award for Construction Health, Safety & Environment: Code CIDC 16th Vishwakarma awards for Ramky One GenNext Tower & GenNext Square Projects in Uppal, Hyderabad by MoS (Ministry of Corporate Affairs & Road Transport and Highways). c)The Company has been conferred with the prestigious IINA (Gold) in the category of Best practices in HSE for Ramky One Symphony project. This prestigious recognition is awarded for acknowledgement of demonstrating an unwavering commitment to workplace safety, environmental stewardship, and the well being of all stakeholders. d)The Company has received an award under Construction sector (Group A): Certificate of Merit for Ramky Fortuna Project in recognition for appreciable achievement in Occupational Safety & Health during the year 2024. e)The Company has received an award under Construction sector (Group A): Certificate of Merit for Ramky One Orbit in recognition for appreciable achievement in Occupational Safety & Health during the year 2024. f)The Company has received an award under Construction sector (Group A): Certificate of Merit for Ramky One Astra Project in recognition for appreciable achievement in Occupational Safety & Health during the year 2024. g)The Company has received an award under Manufacturing sector (Group E): Certificate of Merit in recognition for appreciable achievement in Occupational Safety & Health during 2022-2024.

DIVIDEND

The Board of Directors at their meeting held on 27th May 2026, has recommended a dividend for the FY 2025-26 at the rate of 10% (INR1/-) per Equity Share having face value of INR10/- each fully paid up aggregating to INR. 69.2 Millions, subject to approval of members at the ensuing Annual General Meeting (AGM). The Dividend, if approved, will be paid to shareholders whose names appear in the Register of Members as of the record date. The record date for the purpose of payment of dividend for the financial year ending 31st March 2026, is fixed as 18 th September 2026. As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source (TDS).

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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 year under review, pursuant to the scheme of merger dated 24th February 2026 and in accordance with Companies Act, 2013, the Authorised Share Capital of the Company has been increased from INR 73,00,00,000 (Rupees Seventy-Three Crores Only) divided into 7,30,00,000 (Seven Crores Thirty Lakhs) Equity shares of INR 10/- (Rupees Ten each) to INR 1,30,50,00,000 (Rupees One Hundred Thirty Crores and Fifty Lakhs Only). The revised Authorised Share Capital consists of INR 1,05,50,00,000 (Rupees One Hundred Five Crores and Fifty Lakhs Only) divided into 10,55,00,000 (Ten Crores Fifty-Five Lakhs) Equity shares of INR 10/- (Rupees Ten each) and INR 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Preferential shares of INR 10/- (Rupees Ten each). The paid up equity share capital is INR 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 Thousand Seven Hundred and Ninety One) equity shares of a Face Value of INR 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 required to be furnished.

Further, the company has not issued any sweat equity shares, any debentures, bonds, convertible securities, warrants etc. during the year under review. During the year under review, there is no employees stock option scheme is being implemented by the Company.

Consolidated Financial Statements

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, the Consolidated Financial Statements of the Company form part of the Annual Report.

A statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures, in the prescribed Form AOC-1, is annexed as Annexure-I to this Boards Report.

The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company 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 registered office of the respective subsidiary companies.

In terms of Section 136 of the Companies Act, 2013 the audited financialstatements 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.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review, the National Company Law Tribunal (NCLT), vide Order No. 26/230/HDB/2025 dated 25th February 2026, passed under Section 230 of the Companies Act, 2013, approved the Scheme of Amalgamation of Sehore Kosmi Tollways Limited and Ramky Elsamex Hyderabad Ring Road Limited with Ramky Infrastructure Limited.

Further, during the year under review, Maha Integrated Life Sciences Limted, Mallannasagar Water Supply Limited and Ramdil EPC Works Limited were became subsidiaries of the Company.

Other than those specifiedabove, during the period under review no companies have become or ceased to be its Subsidiaries or Joint Ventures or Associate Companies.

OPERATIONAL PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES:

Among the works undertaken during the year under review, the following is the Business wise key operational performance:

Hyderabad STPS Limited (HSTPL):

Construction of 5 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 INR 11,810 million accruing over a period of 15 years by Hyderabad Metro Water Supply & Sewerage Board (HMWSSB). Out of the 5 STPs, 4 STPs comprising of 440.50 MLD Capacity have been completed & commissioned and the other one is under Completion Stage. Among the completed STPs, Nagole STP of 320 MLD Capacity is the largest STP in India operating with Sequential Batch Reactor (SBR) Processing Technology. The STPs have been constructed with Sequential Batch Reactor (SBR) technology which uses less area for construction and consumes less power.

The gist of the financial performance for FY 2025-26 is as under:

(INR in Million)

Particulars	FY 2025-26	FY 2024-25
Income	783.68	2138.28
Less: Expenditure	887.61	2008.31
Net Profit/Loss for the year before Tax	-103.93	129.97
Less: Tax expenses	-25.14	33.13
Profit/Loss after Tax	-78.79	96.84

Pantnagar CETP Private Limited (PCETPPL):

Design, Build, Financing, Construction, Operation & Maintenance and transfer of 4 MLD Common Effluent Treatment Plant (CETP) extendable to 8 MLD on BOT basis in Pantnagar Industrial Estate by State Industrial Development Corporation of Uttaranchal Limited (SIDCUL) for a concession period of 30 Years. The agreement was executed between RIL & SIDCUL on 28-Jun-2006. The project is under operation and caters to 350+ Industries in the Industrial Estate. The gist of the financial performance for FY 2025-26 is as under:

		(INR in Million)
Particulars	FY 2025-26	FY 2024-25
Income	61.94	58.96
Less:Expenditure	38.26	53.86
Net Profit/Loss for the year
	23.68	5.10
before Tax
Less:Tax expenses	4.62	1.26
	19.06	3.84

Chennai Biomining Limited (CBL):

This company has been incorporated as a wholly owned subsidiary of Ramky Infrastructure Limited (RIL) for the execution of two contracts received from The Greater Chennai Corporation, Chennai, Tamil Nadu for Reclamation of Kodungaiyur Dumping Ground through Biomining (Packages 2 and 5). The execution is underway.

(INR in Million)

Particulars	FY 2025-26	FY 2024-25
Income	260.86	-
Less: Expenditure	256.06	0.22
Net Profit/Loss for the year before
	4.80	-0.22
Tax
Less: Tax expenses	1.21	-0.06
Profit/Loss after Tax	3.59	-0.16

Srinagar Banihal Expressway Limited (SBEL):

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) by M/s. National Highways Authority of India (NHAI) at a project cost of INR 16000 million on DBFOT basis. Concession Agreement was executed on 28th October 2010 between NHAI & SBEL for a concession period of 20 years inclusive of 3 years Construction period. The Project has achieved COD and currently is under O&M stage. This is the only Highway connecting the Kashmir Valley to the rest of the Country.

(INR in Million)

Particulars	FY 2025-26	FY 2024-25
Income	1198.60	1291.45
Less: Expenditure	1177.93	1625.09
Net Profit/Loss for the year before
	20.67	-333.64
Tax
Less: Tax expenses	-55.79	68.78
Profit/Loss76.46		-402.42

MDDA-Ramky ISBus Terminal Limited (MRISBTL):

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 20 years by Mussorie Dehradun Development Authority (MDDA) vide Concession Agreement dated 26-Jul-2003 at cost of INR 528 million. It was Indias first Interstate Bus Terminal complex. Further, the concession period has come to end in 2023 and the project has been taken over by the Authority.

(INR in Million)

Particulars	FY 2025-26	FY 2024-25
Income	-	-
Less: Expenditure	9.78	33.13
Net Profit/Loss for the year before
	-9.78	-33.13
Tax
Less: Tax expenses	0	29.18
Profit/Loss after Tax	-9.78	-62.31

Mallannasagar Water Supply Limited

During the year under review, the Company, through its subsidiary Mallannasagar Water Supply Limited, has executed concession agreement with HMWSSB for the execution of the Godavari Drinking Water Supply Scheme (GDWSS) Phase II & Phase III (Package II) under the Hybrid Annuity Model, to be executed in 2 years and Manning, Operation and Maintenance (MoM) for a period of 10 years from completion of construction.

(INR in Million)

Particulars	27-10-25 TO 31-03-26
Income	-
Less:Expenditure	14.03
Net Profit/Loss for the year before
	-14.03
Tax
Less:Tax expenses	0
Profit/Loss after Tax	-14.03

Maha Integrated Life Sciences City Limited

During the year under review, a Concession Agreement has been executed between Maharashtra Industrial Development Corporation (MIDC) and Maha Integrated Life Sciences City Limited MILeS (being a Wholly Owned Subsidiary of Ramky Infrastructure Limited) as a developer for the Development, Operation, Maintenance and Management of the upcoming High-Tech Pharmaceutical Park in Dighi Port Industrial Area Mangaon & Roha Taluk, Raighad District in the state of after Tax Maharashtra on PPP Basis.

This project has been awarded for a period of 95 years concession including construction period of 5 years. This Project includes development of an Industrial Park over an area of 1000 hectares in Raigad District of Maharashtra primarily consisting of Industrial Zone, Commercial Zone, Common Amenities, Utilities, Open spaces and Roads.

This Life Sciences City aims to act as a one stop holistic solution to the Life Sciences and Pharma Sector in providing them with all the requisite sustainable Infrastructure for establishing their units.

(INR in Million)

Particulars	27-10-25 TO 31-03-26
Income	-
Less:Expenditure	2.97
Net Profit/Loss for the year before
	-2.97
Tax
Less:Tax expenses	0
Profit/Loss after Tax	-2.97

EPC BUSINESS

Ramky One Symphony, Patancheru, Hyderabad, Telangana

Ramky One Symphony is a premium gated residential community located in Patancheru, Hyderabad. Spread across approximately 13.8 acres, the project features thoughtfully designed 2, 2.5 and 3 BHK apartments surrounded by 75% open spaces, landscaped gardens, and modern lifestyle amenities. Withspace9 residential planning, towers, a grand clubhouse and dedicated wellness spaces, the project is designed to promote a comfortable and community-oriented lifestyle. Its strategic location near NH-65 offers excellent connectivity to major IT hubs, educational institutions, hospitals, and commercial centres, making it an attractive choice for both homebuyers and investors seeking a blend of convenience, comfort, and contemporary living.

Ramky One Odyssey, Kokapet- Narsingi, Hyderabad, Telangana

Ramky One Odyssey, is a premium residential gated community located at Kokapet Narsingi, Hyderabad. Spread across approximately 5.3 acres, the project comprises three high-rise residential towers of 3B + Ground/Stilt + 36 floors, housing around 783 units comprising 3 BHK, 3.5 BHK and 4.5 BHK apartments. The project entails approximately 22,46,802 sq. ft. of built-up area and includes a 50,000 sq. ft. clubhouse, along with various lifestyle amenities. The project has received an IGBC Gold rating and benefitsfrom strategic connectivity to the Financial District, Gachibowli and other key commercial hubs via the ORR.

Ramky One Astra, Kokapet, Hyderabad, Telangana

The Ramky One Astra situated in the prestigious Narsinghi area of Hyderabad, Telangana now a prime location with many top developers involved the project is distinguished by its Green rating from the Indian Green Building Council (IGBC). Encompassing 7,69,285 square feet across 3 Towers, the development is notable for its innovative, luxurious and sustainable design.

Ramky One Genext, Uppal, Hyderabad, Telangana

Ramky One Genext is a premium residential community spread across 5.7 acres, featuring 4 thoughtfully designed with a total built-up area 13,28,398 sq.ft that offer a modern and comfortable lifestyle. The project combines contemporary architecture, well-planned open spaces, and lifestyle amenities to create a vibrant living environment. Strategically located in Uppal, it provides excellent connectivity to key educational institutions, healthcare facilities, IT hubs, and commercial canters, making it an ideal choice for families seeking convenience, comfort, and quality living handing over by financial year 2027.

Ramky Genext Square, Uppal, Hyderabad, Telangana

Ramky Genext Square is a landmark commercial development spread across 8.60 acres, comprising 2 modern wings with a total built-up area of 27,05,371 sq. ft. Designed to meet the evolving needs of businesses, the project offers premium office spaces, contemporary architecture, and world-class infrastructure. With modernefficientamenities, and excellent connectivity, Ramky Genext Square provides an ideal environment for corporate offices, retail, and commercial establishments. The development is envisioned to deliver a dynamic business ecosystem that promotes productivity, collaboration, and sustainable growth handing over by financialyear 2028.

Ramky Lumina – Hosa Road, Bangalore:

Ramky Lumina is a premium residential development on Hosa Road, Bangalore, spread across approximately 7 acres of landscaped greenery. The project comprises six iconic towers offering thoughtfully designed 2 and 3 BHK residences that blend contemporary living with serene surroundings. The project enjoys excellent connectivity to major IT corridors, educational institutions, healthcare facilities, and lifestyle destinations. Supported by well-developed social and physical infrastructure, Ramky Lumina offers a well-connected and convenient urban lifestyle.

Ramky Fortuna Whitefield, Bangalore

Ramky Fortuna is a premium residential development in Whitefield, Bangalore, offering thoughtfully designed 1, 2, 2.5, and 3 BHK residences amidst approximately 8.5 acres of landscaped greenery. The project features a 50,000 sq. ft. clubhouse and over 50 lifestyle amenities, including an Olympic-size swimming pool, library, EV charging stations, and wellness facilities. The project enjoys excellent connectivity to major IT hubs, educational institutions, healthcare centres, shopping destinations, metro stations, and Kempegowda International Airport. Ramky Fortuna reflects the Companys commitment to delivering premium living spaces with modern amenities and superior connectivity.

Ramky One Krystal Towers, Vizag, Andhra Pradesh

Ramky One Krystal Towers is located at Sheela Nagar, Vizag sprawls across 6.1 acres. The premium lifestyle project stands out with its serene landscape, jogging track & well-connected roads. The closely connected airport is a vital draw to its added beauty. Besides its imposing layout, the project is 100%, vaastu compliant, well-integrated with the architecture principles of 3 sides open flats. Ramky one Krystal holds a lively pedestrian-friendly podium, car parking limited to the basement. A vast area of 8,79,682 sq ft assigned for a clubhouse, Gym, Yoga, Swimming pool with stunning courtyards of greenery and 24×7 security surveillance making it the best affordable luxury apartment anyone would aspire to own.

Ramky Krystal Villa, Vizag, Andhra Pradesh

Ramky Krystal Villa project is a gated community laid out on 8.77 acres overlooking the green terrains and hills of Visakhapatnams Sheelanagar. Though strategically located close to your everyday necessities and comforts, the project remains unsullied by the citys concrete jungle. The futuristic 3BHK and 4BHK villa project blend technology with classical influences to create homes that are simply a privilege.

Ramky One Orbit, Nallagandla, Hyderabad

Treatment Plant Ramky One Orbit, located at Nallagandla, Hyderabad, is a residential project. Spread across approximately 5.25 efficiency of the industrial acres, the project comprises 4 towers with around 518 residential units, offering 2 BHK and 3 BHK apartments with a consolidated built-up area of approximately 11,27,431 sq. ft. The project is strategically located near Gachibowli and the Financial District, with good connectivity to the ORR.

Jawaharlal Nehru Pharma City (JNPC) BOT Project, Vizag, Andhra Pradesh

JNPC BOT project is located at Vizag, Andhra Pradesh. The project operates with the O&M arrangement continuing for a contractual period of 20 years under the Sub-Concession Agreement between Ramky Infrastructure Limited and Visakha Pharmacity Limited (VPCL). Accordingly, the O&M rights extend over a long-term period, providing Ramky with recurring revenue from operation and maintenance of the common infrastructure and utilities at JNPC.

3 MLD seawater desalination project, V.O. Chidambaranar (VOC) Port, Tamil Nadu

Ramky Infrastructure Limited, in association with VA Tech WABAG, is executing a 3 MLD seawater desalination project at V.O. Chidambaranar (VOC) Port, Tamil Nadu, based on Reverse Osmosis technology. The project is being developed under a Design-Build-Operate (DBO) model and includes operation and maintenance for a period of five years. The project intended to augment the availability of potable water and strengthen water security at the port.

Waste-to-Energy (WTE) Project, Deonar, Mumbai

Waste-to-Energy (WTE) Project is located at Gowandi Deonar in Mumbai. The project involves development of a WTE facility to process approximately 600 TPD of municipal solid waste and generate around 6-8 MW of electricity. The project forms part of the municipal solid-waste management initiatives at Deonar and is intended to scientifically process municipal waste, disposal and facilitate reducedependenceon landfill recovery of energy from waste. The project is spread over approximately 10 12 hectares.

Combined Generation of Power and Heat (COGEN) plant, Vizag, Andhra Pradesh

The COGEN Project is being developed at Jawaharlal Nehru Pharma City (JNPC), Vizag, Andhra Pradesh. The project involves setting up a 7.5 MW Combined Generation of Power and Heat (COGEN) plant for captive power consumption and commercial supply of steam to industries operating within Pharmacity. The plant is also intended to supply power to the Common Effluent and other common infrastructure facilities, thereby improving the self-sufficiencyandoperational park.

Water & Wastewater Management

The Rajarhat Project is a major water infrastructure development in Rajarhat, West Bengal, aimed at strengthening the regional water supply and distribution network. The project involves development of water treatment and associated transmission and distribution infrastructure to improve the availability of treated water to the growing population of the Rajarhat Gopalpur area. The project is part of Ramkys broader WWW business, which encompasses the design, construction and commissioning of water treatment and distribution infrastructure.

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 taken 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.

CHANGE IN NATURE OF BUSINESS

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

DIRECTORS & KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD

The Board of Directors of your company is duly constituted. As on 31st March 2026, the Board consists of Seven Directors comprising of One Managing Director, Two Non-Executive Directors, and Four Independent Directors including One Independent Woman Director.

The Board Composition provides an appropriate balance of Executive, Non-Executive and Independent Directors, enabling effective independent oversight and informed decision making

KEY MANAGERIAL PERSONNEL

As on 31st March 2026 the following are the Key Managerial Personnel in the Company.

	Name of Key Managerial
S. No			Designation
	Personnel
	Mr. Yancharla Rathnakara
1			Managing Director
	Nagaraja
2	Mr. Sunil Sukumaran Nair		Chief Executive Officer
	Name of Key Managerial
S. No		Designation
	Personnel
3	Mr. Rayapudi Sravanth	Chief Financial Officer
4	Mr. Kesava Datta Nanduri	Company Secretary

CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL (KMP)

• During the year under review the Board approved the undermentioned changes in Directors and KMP. a)Ms. Rama Devi Allam (DIN: 07120218) resigned as an Independent Director of the Company W.e.f 30 th September 2025. b)Ms. Malvieka Joshi (DIN: 03393195) was appointed as an Independent Director of the Company W.e.f 30th September 2025. c)Mr. D. Lakshmana Rao resigned as the Chief Financial Officer of the company w.e.f. 30 th September 2025. d)Mr. Sunil Sukumaran Nair was appointed as the Chief Executive st October 2025. e)Mr. Rayapudi Sravanth was appointed as the Chief Financial Officer of the Company w.e.f 01 st October 2025.

However, Mr. Kesava Datta Nanduri resigned as the Company Secretary and Compliance Officer of the Company w.e.f 30th June 2026.

• The members of the Company at their 31 st Annual General Meeting (AGM) held on 25th September 2025 have re-appointed Mr. Isaac Wesley Vijayakumar (DIN: 02326839) as Non-Executive Non-Independent Director of the Company owing to his office being liable to retire by rotation.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 32nd ANNUAL GENERAL MEETING

Approval of the shareholders is being sought for the following Re-appointments at the ensuing Annual General Meeting:

• Re-appointment of Dr. Anantapuram Guggela Ravindranath Reddy (DIN: 01729114) who retires by rotation and being eligible, offers himself for re-appointment as a Director of the Company

• Re-appointment of Mr. Eshwar Reddy Purmandla (DIN: 01892327) as an Independent Director of the Company

• Re-appointment of Mr. Yancharla Rathnakara Nagaraja (DIN: 00009810) as Managing Director of the Company

COMMITTEES OF THE BOARD OF DIRECTORS

As on 31st March 2026, the Board had six committees: the Audit Committee, the Corporate Social Responsibility, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholders Relationship Committee and a Board Committee. All the Committees are constituted in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 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 AND COMMITTEES

During the year under review 10 (Ten) Board Meetings were held as under

				Number of Directors eligible to Attend		Number of meetings attended by the		Percentage of Attendance at each
S. No	Date of Board Meeting
				the meeting		Directors		Board meeting
1	07-May-2025			7		7		100
2	24-May-2025			7		6		85.71
3	08-Aug-2025			7		6		85.71
4	29-Sep-2025			7		6		85.71
5	11-Oct-2025			7		7		100
6	13-Nov-2025			7		6		85.71
7	07-Feb-2026			7		7		100
8	11-Mar-2026			7		7		100
9	21-Mar-2026			7		7		100
10	28-Mar-2026			7		7		100
During the year under review the following committee meetings were conducted as under:
					Number of Members eligible to		Number of meetings		Percentage of Attendance at
S No		Date of Meeting	Type of Committee
					Attend the meeting		attended by the Members		each Board meeting
1.		07.05.2025	AC		4		4		100
			AC		4		4		100
			N&RC		4		4		100
2.		24.05.2025
			CSR		4		4		100
			SHRC		4		4		100
3.		05.08.2025*	RMC		5		5		100
			AC		4		4		100
4.		08.08.2025
			N&RC		4		4		100
5.		29.09.2025	N&RC		4		4		100
6.		11.10.2025	AC		4		4		100
		13.11.2025	AC		4		3		75
10.
			N&RC		4		3		75
11.		31.01.2026*	RMC		5		5		100
			AC		4		4		100
12.		07.02.2026	N&RC		4		4		100
			CSR		4		4		100
13		11.03.2026	AC		4		4		100
14.		21.03.2026	AC		4		4		100
15.		28.03.2026	AC		4		4		100

	RMC Risk Management Committee
SHRC Stakeholders Relationship Committee
	AC Audit Committee
N&RC Nomination and Remuneration Committee
	CSR- Corporate Social Responsibility Committee

*During the year under review, Mr. D. Lakshmana Rao resigned as the Chief Financial Officer (CFO) of the Company with effect from 30th September 2025. Consequently, he ceased to be a member of the Risk Management Committee. Mr. Rayapudi Sravanth was appointed as the Chief Financial Officer (CFO) of the Company with effect from 01 st October 2025, and became a member of the Risk Management Committee in his capacity as CFO (Ex

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 visa-vis the Company.

In the opinion of the Board all the Independent Directors possess integrity, expertise and experience (including the proficiency)

BOARD EVALUATION AND ASSESSMENT

In Ramky Infrastructure Limited, since there is clear demarcation between the Board and the Management, effortsaremadetoensurethattheinformationflow profitability. 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 furtherance to 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 a)Self-evaluation of directors b)Evaluation of the performance and effectiveness of the board

Officio). c)Evaluation of the performance and effectiveness of the committees d)Feedback from the non-executive directors to the chairman e)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 RIL. However, they all operate in environment external to the Company and do not involve in the day-to-day decision making of the Company. to act as Independent Director.

They only provide their feedback and suggest the management further as to the various decision to be taken and the direction the entity has to take to steer the company to the path of sustainability and

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 (Listing Obligations and Disclosure Requirements) 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 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 Further, One Independent Directors Meeting was held on 21st March 2026 for the formal evaluation of the Board of Directors, Managing Director and other members of the management of the company for the F.Y. 2025-26 and suggestions were given by the Independent Directors.

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 a)In the 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 andlossof the company for that period; c)The Directors had 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 had prepared the annual accounts on a going concern basis; e)The Directors had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and are operating effectively; f)The Directors had 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. The Composition and Scope of Audit Committee is provided under the Corporate Governance Report annexed herewith.

PARTICULARS OF EMPLOYEES

Disclosure pertaining 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.

CORPORATE SOCIAL RESPONSIBILITY

Ramky Infrastructure Limited since 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. Ramky Infrastructure Limited ensures that the beneficiaries of the CSR are in the vicinity of its area of operation.

Ramky Infrastructure Limited 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. 2025-26, the total CSR obligation of the Company is INR 58.30 Millions. during the financial year 2025-26, RIL through Ramky Foundation and Telugu People Foundation has spent INR 58.30 million towards its CSR activities for the thrust areas as provided hereunder.

(INR in million)

S. No	Thrust Area	Amount spent
1	Health	12.85
2	Education	14.83
3	Skill Development	17.65
4	Rural Development	1.59
5	Natural Resource Management	4.12
6	Women Empowerment	0.32
7	Training for National Sports	0.30
8	Monitoring & Evaluation, Impact assessment	0.57
	Project administration and Admin
9		6.07
	Expenses
	Total	58.30

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 Annual Report as Annexure - IV and link to the CSR policy is available at the website https:// ramkyinfrastructure.com/docs/pdf/investordesk/CSR-Policy.pdf

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. 05th May 2021 introduced the implementation of Business Responsibility and Sustainability Reporting (BRSR) for top 1000 Listed entities as per their market capitalization on 31 st 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 for the FY 2025-26 has been made part of this Annual Report as Annexure V.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) 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.

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 VII which forms part of this Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies.

COMPLIANCE WITH MATERNITY ACT

The Company has implemented a maternity benefitsby policy for its women employees in accordance with the provisions of the Maternity Benefit Company is compliant with all applicable provisions and requirements prescribed under the Act.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

M/s. Suryanarayana Reddy & Co., Chartered Accountants, were appointed as Statutory Auditors of the company for a period of 5 years from FY 2023-24 till FY 2027-28 by the members in their 29th Annual General Meeting (AGM) held on 20th September 2023 M/s. Suryanarayana Reddy & Co have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfies the prescribed eligibility criteria.

Internal Auditors:

Ernst and Young LLP (E&Y LLP) were re-appointed as Internal Auditors of the Company for the FY 2026-27 by the Board at their meeting held on 27th May 2026. 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.InternalAuditorsfindingsare discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditors:

Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary, Hyderabad, was appointed as Secretarial Auditor of the company for a period of 5 years w.e.f. 01st April 2025 by the members in their 31st Annual General Meeting (AGM) held on 25th September 2025. Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary, has confirmed that he is not disqualified from continuing as Secretarial Auditor of the Company and satisfies the prescribed eligibility criteria.

Cost Auditors:

M/s. S.R. and Associates, Cost Accountants have been re-appointed as Cost Auditors of the Company to conduct cost audit for the FY 2026-27 as per the provisions of the Companies Act, 2013 and rules made thereunder by the Board at their meeting held on 27 th May 2026 and the special business for ratification of their remuneration has been put forth in the AGM scheduled for year 2026-27.

It is hereby confirmed that the company is maintaining thethe cost accounts and records as specified Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Act,1961.The

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraudsspecifiedunder Section 143(12) of the Companies Act, 2013.

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 of the Companies Act 2013, the provisions of Section 186 are not applicable to your Company.

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 2025-26.

Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2025-26 forms part to this report as Annexure VIII and the report has few observations and the requisite responses have been provided in the Board of Directors Report.

As required under the provisions of SEBI (LODR) Regulations, 2015 a certificate confirmingthat 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 Secretary, is a part of the Corporate Governance report in Annexure VIIC.

MANAGEMENT RESPONSES TO OBSERVATIONS IN STATUTORY 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 31st March, 2026 have been subjected to an audit by the Statutory Auditors of the Company without qualification

	Attention/Emphasis		of	Matters		in	Independent		Auditors\u2019
S. No.										Management Response
	Report (Standalone)
										The write-off of receivables amounting to INR 724.28 million
	We draw	attention		to	Note	48	to	the	Standalone
										pertains to long outstanding balances which, after detailed
	financial	statement		wherein			the	Company		has
										assessment and due diligence, were considered no longer
1	written off	receivables			amounting to			INR	724.28
										recoverable. These receivables were reviewed in accordance
	million and	has	written		back		liabilities	totalling		INR
										with the Company\u2019s credit policy, and necessary approvals
	383.34 million during the financial year 2025-26.
										were taken before effecting the write-off
S.No.	Attention/Emphasis of Matters in Independent Auditors\u2019 Report									Management Response
	(Consolidated)
1.	We draw attention to Note 14 to the Consolidated financial									The write-off of receivables amounting to INR 807.71 million pertains
	statement wherein the Group has written off receivables amounting									to long outstanding balances which, after detailed assessment and
	to INR 807.71 million and has written back liabilities totaling INR									due diligence, were considered no longer recoverable. These
	438.82 million during the financial year 2025-26.									receivables were reviewed in accordance with the Company\u2019s credit
										policy, and necessary approvals were taken before effecting the
										write-off
2.	Srinagar	Banihal		Expressway			Limited		(SBEL):	Deductions amounting to INR 2,509.46 million were made by NHAI
	We draw attention to note 35 in the accompanying financial									over past and current financial years from the annuities, primarily on
	statements where deductions in earlier years were made by									account of substandard steel, deviations in high embankment, and
	NHAI for INR 2509.46 million from the annuities to the company									other factors. However, the Independent Engineer has recommended
	against which the IE had recommended for the release of earlier									the release of deductions amounting to INR 1,872.75 million after
	year deductions to the tune of Rs. 1872.75 million. The company									further technical review and clarification
	has initiated Arbitration/Conciliation proceedings for all the
										SBEL has already initiated Arbitration proceedings against NHAI
	recoveries from NHAI and isconfidentthat the entire amount is
										for recovery of the entire deducted amount. Based on legal advice
	fully recoverable. Pending the ultimate outcome of these matters,
										and internal assessment, the management of SBEL is confident of a
	which is presently unascertainable, no adjustments have been
										favourable outcome and full recovery of the amount.
	made in the accompanying financial statement.
										Accordingly, no adjustments have been made in the financial
										statements, and the amounts continue to be disclosed appropriately,
										we will continue to monitor the developments and make necessary
										adjustments, if any, based on the outcome of the arbitration or any
										other conclusive evidence.

							The termination of the project by mutual consent between
	Hospet		Chitradurga	Tollways	Limited	(HCTL):
							HCTL and NHAI has been duly considered in the financial
	We	draw	attention	to note no 1 & 2B to the financial
							statements of the . financialyear subsidiary the earlier
	statements regarding termination of the project by the
							Given that HCTL is a project-specific entity, the termination
	company and National Highways Authority of India (NHAI)
							has impacted its status as a going concern. Accordingly,
	the \u201cconcession Authority\u201d with mutual consent. Since the
				statements were		prepared	on thea financial realisation
3.	company is project specific company. Termination of project
							basis in the previous	year,	and	necessary adjustments
	affects the going concern nature of the company. Our report
							were made to reflect		.financialimpact the consequential
	is not qualified in respect of this matter as the consequential
							impact in the current year, Thereisnofurthermaterial financial
was provided in the financial financial
							and the matter has been disclosed appropriately in the notes
	during the previous year and was emphasized in the previous
							to the financial statements. We will ensure
	year audit report also.
							applicable accounting standards and disclosure requirements
MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDITOR\u2019S REPORT
S No	Auditor Observation						Management Response
	During the period under review, certain statutory forms were
							The Company has strengthend its compliance monitoring
	filed with the Registrar of Companies beyond the prescribed
1							mechanismtoensurethatallstatutoryfilingsare made
	timelines, and the applicable additional fees were duly paid by
							within the prescribed timelines.
	the Company.
							The Company is required to file the outcome of the Annual
							General Meeting within 12hrs of the conclusion of the AGM
							and the same has been filed with the Stock Exchanges
	During the period under review, the Company delayed the
							within 24hrs.
	filing of the outcome of the Annual General Meeting held on 25
2
	September 2025 with the Stock Exchange.						The Company has provided the requisite clarification to
							the Stock Exchanges. No penalty has been levied on the
							Company in this regard.
							The Company will ensure and adhere to the timelines.
	The Company delayed the submission of the Integrated Financial
							The delay in submission of the Integrated Financial Results
	Results to NSE in respect of the financial statements approved
							to NSE was due to an inadvertent technical error on the NSE
3	at the Board Meeting held on 24 May 2025. The Company has
							portal. However, the Company had duly filed the Integrated
	paid the applicable penalty for the said delay.
							Financial Results with BSE within the prescribed timelines.

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 provision 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 the company 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 FRAMEWORK

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

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (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.

The Board has duly constituted the Risk Management Committee in accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015. As on 31st March 2026 the composition of the Risk Management Committee is as follows:

S. No	Name of the Member	Category	Nature of Directorship
1	Mr. Eshwar Reddy Purmandla,	Chairman	Independent Director
2	Dr. Ravi kumar Reddy Somavarapu	Member	Independent Director
3	Dr. Peddibhotla Gangadhara Sastry	Member	Independent Director
4	Mr. Yancharla Rathnakara Nagaraja	Member	Managing Director
5	Mr. Rayapudi Sravanth*	Member	CFO (ex Officio)

*During the year under review, Mr. Rayapudi Sravanth was appointed as the Chief Financial Officer (CFO) of the Company with effect from 01st October 2025, and became a member of the Risk Management Committee in his capacity as CFO (Ex Officio).

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

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

• The Company had entered into a Restructuring Agreement (RA) with its Lenders on 12.06.2015 to restructure a total debt of INR 3,859.81 Crores, comprising term loans and working capital facilities, on account of various internal and external factors. The restructured debt (other than working capital limits) was fully repaid in 2019. Subsequently, the Company and Lenders have entered into a Restructuring Exit Agreement (REA) on 11th July, 2025, marking the discontinuation of the Trust & Retention Account (TRA) mechanism and formal exit from restructuring. As on date, the Company has no outstanding term loans, and post execution of the REA, its working capital facilities with Lenders are treated as regular and standard. The Company places on record its sincere gratitude to all Shareholders, Investors, Lenders, Auditors, and other stakeholders for their continued support during this journey.

• During the year under review, the Honble National Company Law Tribunal, Hyderabad Bench II, vide its Order dated 25th February 2026, approved the Scheme of Amalgamation of Sehore Kosmi Tollways Limited and Ramky Elsamex Hyderabad Ring Road Limited (Transferor Companies) with Ramky Infrastructure Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. Pursuant to the said Order, the Scheme has been implemented, and the assets and liabilities of the Transferor Companies have been vested in and transferred to the Company.

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

During the year under review, the Honble National Company Law Tribunal, Hyderabad Bench II, vide its Order dated 25th February 2026 approved the Scheme of Amalgamation of Sehore Kosmi Tollways Limited and Ramky Elsamex Hyderabad Ring Road Limited with Ramky Infrastructure Limited under Sections 230 to 232 of the Companies Act, 2013. The said Order has been implemented in accordance with the terms of the Scheme.

Except the above, there are 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 as on 31st March 2026.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. 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 attributes, independence the 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

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 31st March2026isavailableonwebsite of transactions with adequate the company at www.ramkyinfrastructure.com

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 manufacturingactivitynoranyspecifictechnology is obtained from any external sources which needs to be absorbed or adapted.

Innovation is a culture in the Company to achieve cost efficiency competitive in the prevailing environment.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the foreign exchange earnings or outgo details are mentioned below: i. Foreign exchange earnings: INR 0.05 Million ii. Foreign exchange outgo: a.CIF Value of imports: INR 132.32 Million b.Expenditure in foreign currency: INR 18.69 Million

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

As on 31 st March 2026, on a cumulative basis, a total of four applications have been filed by operational creditors against Ramky Infrastructure Limited under Insolvency and Bankruptcy Code, 2016 with National Company Law Tribunal (NCLT). Out of these four applications, one operational creditor has filed

Post 31.03.2026, there is no change in the status. As on date none of application 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.

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 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 employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company and is looking forward to their continued support and higher level of productivity for achieving the targets set for the future.

LISTING WITH STOCK EXCHANGES

The equity shares of your Company are listed on the in the construction activity so as to be more National Stock Exchange of India Limited and The BSE Limited, Mumbai. The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015.

The Company confirms

Listing Fees for the year 2025-26 to National Stock Exchange of India Limited (NSE) and BSE Limited 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 focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

GENERAL RESERVES

No amount is transferred to General Reserve during the financial year 2025-26.

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/-
	Yancharla Rathnakara Nagaraja	Isaac Wesley Vijaya Kumar
Place: Hyderabad	Managing Director	Director
Date: 10.08.2026	DIN: 00009810	DIN: 02326839