Ramky Infrastructure Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 31^st Annual Report on the business and operations of your company i.e., Ramky Infrastructure Limited (RIL) together with the Audited Financial Statments for the Financial Year ended 31-Mar-2025. 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-Mar-2025 is summarized below: (INR in Million)

	Standalone		Consolidated
Particulars
	2024-25	2023-24	2024-25	2023-24
Revenue form Operations	19,693.63	20,331.90	20,445.38	21,605.21
Other Income	1,244.80	1,039.25	1,659.10	1,602.14
Total Income	20,938.43	21,371.16	22,104.48	23,207.35
Less: Finance costs	621.81	682.87	1,200.69	1,584.58
Less: Depreciation and Amortisation Expenses	370.19	344.96	509.99	483.83
Less: Other expenses (including operational)	16,324.71	15,487.99	17,082.92	16,504.69
Total Expenses	17,316.71	16,515.82	18,793.60	18,573.10
Profit before Tax	3,621.71	4,855.34	3,310.87	4,634.25
Current Tax	964.79	686.45	1,099.16	789.88
Deferred Tax Charge/ (Credit)	(29.09)	519.01	80.62	585.05
Taxes of Previous years	34.15	47.68	26.18	48.58
Profit after Tax	2,651.87	3,602.20	2104.90	3,210.73
Other Comprehensive Income	(10.39)	(9.52)	(9.21)	(10.40)
Total Comprehensive Income	2,641.47	3,592.67	2,095.70	3,200.33
Basic Earnings per Share ()	38.32	52.06	28.54	44.48
Diluted Earnings per Share ()	38.32	52.06	28.54	44.48
Paid up share capital (face value of 10 each)	691.98	691.98	691.98	691.98

REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2024-25: Standalone Financial Performance:

During the year under review, members are requested to take note that the standalone revenues from operations have decreased to INR 19,693.63 million as against INR 20,331.90 million of FY 2023-24. and other income has increased to INR 1,244.80 million as against INR 1,039.25 million of the previous year. The total expenses stand at INR 17,316.71 million as against INR 16,515.82 million of previous year. The increase in expenses can be attributed to the increased construction cost and other allied costs. As a result of this the profit after tax has reduced to INR 2,651.87 million as against INR 3,602.20 million of previous year.

Consolidated Financial Performance:

During the year under review, members will notice that the consolidated revenues from operations has decreased to INR 20,445.38 million as against INR 21,605.21 million of the previous year. The other income has increased to INR 1,659.10 million as compared to INR 1,602.14 million of previous year. The expenses have increased to INR 18,793.60 million as compared to INR 18,573.10 million of previous year. The profit before tax and exceptional Items is INR 3,310.87 million as compared to INR 4,634.25 million of previous year.

During the year under review a) Receipt of Operational Contracts: i) During the year, under review the company has received "Letter of Acceptance" from Hyderabad Metropolitan Water Supply and Sewerage Board (HMWSSB) for "Manning, Operation and Maintenance of STPs and its connecting Interception and Diversion (I&Ds) under HMWSSB jurisdiction for a period of 5 years." ii) During the year, under review the company has received order for "Supply of Plant Contract (Contract Part I)" and "Supply of Installation Services Contract (Contract Part II)" for "Loss Reduction work under Results-linked, Distribution Sector Scheme (RDSS) in Leh District under Implementation of Distribution of Infrastructure works of Ladakh, Power Grid Energy Services Limited under RDSS in the Districts of Leh & Kargil of UT of Ladakh". The work is to be executed in 30 months. iii) The company in the month of March 2024 has received two contracts with Greater Chennai Corporation, Chennai, Tamil Nadu for "Reclamation of Kodungaiyur Dumping Ground through Biomining" (Packages 2 and 5) to be executed in 2 years and 4 months. For this purpose Chennai Biomining Limited has been incorporated as a Wholly Owned Subsidiary of Ramky Infrastructure Limited. b) The Board of Directors of the Company have decided to foray into the Middle East Infrastructure space and have decided to incorporate a Wholly Owned Subsidiary (WOS) in the Kingdom of Saudi Arabia. As on the date of this Board Report the process of formation of WOS is underway. c) The Board of Directors of Sehore Kosmi Tollways Limited (SKTL) and Ramky Elsamex Hyderabad Ring Road Limited (REHRRL) and Ramky Infrastructure Limited (RIL) have agreed to amalgamate SKTL and REHRRL into RIL. The Requisite application for amalgamation has been filed with NCLT and the process of merger in underway as on the date of this Boards Report. d) The Board has accorded extension to Brij Gopal Construction Company Private Limited (BGCCPL), the H1 bidder for the proposed stake sale of the stake held by Ramky Infrastructure Limited and Ramky Estates and Farms Limited in Visakha Pharmacity Limited. e) Credit Rating Upgrade: The credit rating of the Companys Long Term and Short Term Bank facilities has been upgraded from "CARE BB minus" to "IVR BBB minus" with a stable outlook. f) Awards and accolades: a) The Company has emerged as the 3rd Fastest Growing Construction Company under Medium Category, as per the Construction World Global Awards-FCC PERGRO 2024. b) The Company has received an award under the "Most Admired Emerging Company in Water Infrastructure" Category at the "Times Group 9th edition of ET NOW Infra Focus Awards 2024." This award was presented to Ramky Infrastructure Limited in New Delhi for the "Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of ponds adjacent to IMSWM plant, Jawahar Nagar, Hyderabad, Telangana-500083". 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 c) The Company has been the winner of the "5th Edition of FICCI Smart Urban Innovation Awards" in the ‘Sustainable Cities Category for its noteworthy contribution towards the Treatment and Disposal of legacy leachate until restoration and stabilization of Ponds adjacent to Integrated Municipal Solid Waste Management Plant (IMSWM) located at Jawahar Nagar, Hyderabad, Telangana. d) For 2024-25, RIL has received International Safety Awards for Ramky One Orion and Ramky One Orbit Projects. e) Also, Ramky One Orbit Project secured "Bronze" in "CII SR EHS Excellence Awards 2024".

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 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 31- Mar-2025 is annexed as AOC- 1 in Annexure – I to this Board 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 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.

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 in requirement of the Funds generated 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 2024-25. No amount is transferred to General Reserve during the financial year 2024-25. However, the company since as on the date of this Boards Report has executed Restructuring Exit Agreement with its Bankers, it doesnt expect any Banking restrictions in place for declaration of dividend.

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 period under review, there has been no change in the share capital of the company. The Authorized Share Capital of the company is 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) and 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

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.

In the 27^th Annual General Meeting held on 25-Aug-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 Special Resolution passed at the 27^th Annual General Meeting.

OPERATIONAL PERFORMANCE REVIEW:

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

EPC Business

Major achievements during FY 2024-25. Ramky was

Awarded under 15^th CIDC Vishwakarma Award as an appreciation in Construction Health, safety for Ramky Odyssey Project, Narsinghi and Gennext Project in Uppal.

Awarded from National Safety Council, certificate of appreciation for Ramky One Symphony- Patancheru Hyderabad, Ramky One Odyssey- Narsinghi, Ramky Gowandi- Deonar WTE Project in Mumbai. Awarded a certificate of recognition from Aditya Birla Group- Ultratech as a Top valued customer in Hyderabad Region. Awarded from British Safety council an international safety award for Ramky One Orbit- Nallagandla and Ramky Orion at Pocharam Hyderabad. Implementation of bar straightening machinery across all projects for reuse of reinforcement and Sweeping machines at Symphony project to control construction dust and to ensure workmen safety and healthy working environment.

Seamless integration and incorporation into existing process of SmartApp for Quality and Safety monitoring and reporting across all projects.

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 1 million square feet across 3 Towers, the development is notable for its innovative, luxurious and sustainable design. Currently, the project is in completion of super-structure and the finishing activities have paced up towards projected completion early in the upcoming financial year.

Leachate Treatment Plant at Jawahar Nagar, Hyderabad

Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of Ponds at Jawahar Nagar on Build, Operate and Own (BOO) basis awarded by Greater Hyderabad Municipal Corporation with Treatment and Disposal Period of Two (2) years and Extended Operation period of Ten (10) years.

This Plant is Indias Largest and One of its kind Carbon Neutral 2 MLD Legacy Leachate Treatment Plant with "Low Temperature Evaporation (LTE) technology based on Mechanical Vapor Recompression (MVR) System". The project is nearing completion currently and expected to be hand overed to client by October, 2025.

DEVELOPER BUSINESS (PPP FOCUS): Visakha Pharmacity Limited (VPCL)

Visakha Pharmacity Limited (VPCL) is another major revenue-sharing subsidiary of Ramky Infrastructure Limited. It stands as a highly successful Public-Private partnership in the country, established as a Special Purpose Vehicle by the Ramky group and APIIC, a Government of Andhra Pradesh enterprise. Their collaborative efforts aim to develop Jawaharlal Nehru Pharmacity (JNPC) in Visakhapatnam, Andhra Pradesh, sprawling over 2,400 acres, equipped with various facilities essential for the pharmaceutical industry.

The new Mission Statement of Pharma City, with its focus on Benchmarking & Positioning, sets the stage for creating a world class integrated development. By upgrading the existing Environmental, Civil, and Social infrastructure, Pharma City is taking significant steps towards achieving its vision. Its excellent to share that the work on "Upgradation and Augmentation of Pharma City" has already commenced and some major works have already been completed, and the ongoing works signify the continuous progress towards achieving goals.

Visakha Pharmacity Limited is the largest sector specific Industrial Park in India The gist of the financial performance of VPCL is produced hereunder: (INR in Million)

	Standalone		Consolidated
Particulars	FY	FY	FY	FY
	2024-25	2023-24	2024-25	2023-24
Income	4,207.46	4,622.27	4,269.54	4,659.31
Less: Expenditure	3,786.60	4,190.59	3,869.17	4,237.71
Net Profit/Loss for	420.86	431.68	400.37	421.60
the year before Tax
Less: Tax expenses	103.54	126.37	103.81	126.94
Profit/Loss after	317.32	305.31	296.56	294.66
Tax

However, since the proposal of Stake Sale held by RIL in VPCL is underway the investment in VPCL has been shown as "assets held for sale" in compliance with Ind AS.

RECEPS Limited (Research Centre for Pharmaceutical Sciences)

(Subsidiary of VPCL)

This subsidiary aims to provide advanced analytical research facilities to the pharmaceutical units operating at JNPC. By offering state-of-the-art research capabilities, RECEPS Limited will empower the pharmaceutical industry at JNPC to enhance their research and development efforts, leading to innovative and high-quality products. It will be a state-of-the-art analytical research center which will provide an extensive range of advanced quality and drug testing instruments for pharmaceutical, biotechnology and other FDA regulated industries in the areas like Pharmaceutical Quality Control, Research & Development and Consultancy services on Raw Material, Key Starting Materials, Intermediates, Finished Drug Product and Drug Substance, Structural Chemistry, Trace elements/impurities, Method Development and Validation. Such a facility would enable obtaining drug registrations abroad and thus facilitate exports of pharmaceutical products.

(INR in Million)

Particulars	FY 2024-25	FY 2023-24
Income	92.01	55.63
Less: Expenditure	91.86	53.64
Net Profit/Loss for the year before	0.15	1.99
Tax
Less: Tax expenses	0.22	0.52
Profit / Loss after Tax	(0.07)	1.47

Visakha Pharma Innovation and Incubation Limited: (Wholly owned subsidiary of Visakha Pharmacity Limited) This subsidiary is dedicated to providing innovation and incubation facilities and regulatory filing assistance to the pharmaceutical units operating at JNPC. With a focus on fostering innovation and supporting start-ups and researchers, this entity will play a pivotal role in promoting cutting-edge research and development in the pharmaceutical domain.

Visakha Energy Limited: (Wholly Owned Subsidiary of Visakha Pharmacity Limited) The primary objective of this subsidiary is to establish a Combined Generation of Power and Heat (COGEN) at JNPC. The COGEN plant will be responsible for generating power to operate the Common Effluent Treatment Plant (CETP) and other essential common infrastructure facilities at Pharmacity. By making Pharmacity self-reliant in terms of power generation, Visakha Energy Limited will contribute significantly to sustainability and operational efficiency. It is further expected to generate steam and sell it on a commercial basis with steam as a service to the member industries operating in Pharmacity. These newly incorporated subsidiaries demonstrate our companys commitment to supporting and driving the growth of the pharmaceutical industry at JNPC. Each entitys specialized focus aligns with our broader vision of creating a thriving pharmaceutical hub that fosters innovation, research, and sustainable practices. We are excited about the prospects of these subsidiaries and the positive impact they will have on the pharmaceutical ecosystem at Pharmacity.

Ever Blooming Eco Solutions Limited (EBESL):

The primary focus of this company is to provide comprehensive Urban Solutions under one umbrella with an integrated approach for Sustainable Communities. The key offerings are towards development of Environmental Infrastructure and its management on the principles of design, build, finance, operate and maintain.

Hyderabad STPS Limited (HSTPL):

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 INR 11,810 million accruing over a period of 15 years by Hyderabad Metro Water Supply & Sewerage Board (HMWSSB).

During the Year 6 STPs have been reduced to 5 STPs at 4 geographical locations keeping the capacity as constant. Out of the 5 STPs, 3 STPSs comprising of 376.50 MLD Capacity have been completed & commissioned and the other two are under construction. Among the completed STPS completed, 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 2024-25 is as under:

(INR in Million)

Particulars	FY 2024-25	FY 2023-24
Income	2,138.28	2,788.58
Less: Expenditure	2,008.31	2,678.25
Net Profit/Loss for the year before	129.97	110.33
Tax
Less: Tax expenses	33.13	28.13
Profit / Loss after Tax	96.82	82.20

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 220.700to 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 28^th 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.

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.

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 Ltd (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 2024-25 is as under

(INR in Million)

Particulars	FY 2024-25	FY 2023-24
Income	58.96	55.92
Less: Expenditure	53.86	50.86
Net Profit/Loss for the year before	5.10	5.06
Tax
Less: Tax expenses	1.26	0.99
Profit / Loss after Tax	3.84	4.07

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.

Eco Carbon Engineering Solutions Limited (ECESL):

ECESL is focused on designing, building, operating, and maintaining Carbon Capture, Utilization, and Storage (CCUS) facilities in India. The company aims to align with international standards and environmental regulations, contributing to Indias carbon emission reduction efforts through innovative technologies and sustainable practices. The Management expects this project to add to the sustainable efforts of the Country.

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. For the FY 2024-25, the Board consists of Seven Directors comprising of One Managing Director, Two Non-Executive Directors, and Four Independent Directors.

The operations are looked after by the Managing Director with the support of various Business Heads who ultimately report to the Board of their performance. By having Independent Directors on Board the management is able to garner the requisite external guidance and industry expertise in steering the company in a direction that would be beneficial to all the stakeholders of the company.

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.

	Name of Key Managerial
S.No.		Designation
	Personnel
1	Mr. Yancharla Rathnakara	Managing Director
	Nagaraja
2	Mr. Devarasetti Lakshmana Rao	Chief Financial Officer
3	Mr. Kesava Datta Nanduri	Company Secretary

CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR

During the year under review the Board approved the undermentioned changes in Directors and KMP. a) Mr. Devarasetti Lakshmana Rao, was appointed as Chief Financial Officer of the company w.e.f. 29.05.2024. b) Mr. Ravi Prasad Polimetla, Whole Time Director (DIN: 07872103) has resigned as Whole Time Director w.e.f 13.08.2024. c) Ms. Mahpara Ali, Nominee Director (DIN: 06645262) has resigned as Nominee Director w.e.f. 13.08.2024. d) Mr. Isaac Wesley Vijaya Kumar (DIN: 02326839) has been appointed as Non-Executive Director in Additional Director category w.e.f. 13.08.2024.

The members of the Company at their 30^th Annual General Meeting (AGM) held on 26-Sep-2024: a) Have re-appointed Dr. A.G. Ravindranath Reddy (DIN: 01729114) as Non-Executive Director of the Company owing to his office being liable to retire by rotation. b) Approved the payment of remuneration to Mr. Yancharla Rathnakara Nagaraja, Managing Director of the Company. c) Appointed Mr. Isaac Wesley Vijaya Kumar (DIN: 02326839) as Non-Executive Non-Independent Director of the Company w.e.f. 13-Aug-2024.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 31^st ANNUAL GENERAL MEETING

Approval of the shareholders is being sought for the re-appointment of Mr. Isaac Wesley Vijaya Kumar (DIN : 02326839), Non-Executive Director of the Company, whose office is liable to 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 and pursuant to Articles of Association of the Company.

The Board of Directors have proposed for appointment of aforesaid Non-Executive Directors and authorization of the payment of remuneration to Managing Director in the ensuing Annual General Meeting of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

As on 31-Mar-2025, the Board had six committees: the Audit Committee, the Corporate Social Responsibility Committee, 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 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 6 (Six) Board Meetings were held as under

		Number
			Number	Percentage
		of
			of	of
		Director
S.	Date of Board		meeting	Attendance
		eligible
No	Meeting		attended	at each
		to Attend
			by the	Board
		the
			Directors	meeting
		meeting
1	06-Apr-2024	8	8	100
2	29-May-2024	8	8	100
3	13-Aug-2024	8	7	87.50
4	13-Nov-2024	7	7	100
5	23-Jan-2025	7	7	100
6	11-Feb-2025	7	7	100

During the year under review the following committee meetings were conducted as under:

			Number of Direc-	Number of meet-	Percentage of At-
S	Date of	Type of
			tors eligible to At-	ings attended by	tendance at each
No	Meeting	Committee
			tend the meeting	the Directors	Board meeting
1	28.05.2024	N&RC	4	4	100
		CSR	4	4	100
		SHRC	4	4	100
2	29.05.2024	AC	4	4	100
3	18.06.2024	AC	4	4	100
4	09.08.2024	RMC	5 (CFO ex officio)	5 (CFO ex officio)	100
5	13.08.2024	SHRC	4	4	100
		N&RC	4	4	100
		AC	4	4	100
6	20.09.2024	RMC	5 (CFO ex officio)	5 (CFO ex officio)	100
7	13.11.2024	SHRC	4	4	100
		CSR	4	4	100
		N&RC	4	4	100
		AC	4	4	100
8	23.01.2025	AC	4	4	100
9	08.02.2025	RMC	5 (CFO ex officio)	5 (CFO ex officio)	100
		SHRC	4	4	100
		N&RC	4	4	100
10	11.02.2025	AC	4	4	100

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

Further two Meetings of the Independent Directors of the company were held on 06.04.2024 and 08.02.2025 for the formal evaluation of the Board of Directors, Managing Director and other members of the management of the company for the F.Y. 2023-24 and F.Y. 2024-25 respectively and suggestions were given by the Independent Directors. 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. However, the company has received a letter from NSE to ensure the gap between two Risk Management Committee Meetings (RMC) is less than or equal to 180 days.

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-a-vis the Company.

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

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 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 (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 A separate meeting of the Independent Directors was held on 06.04.2024 and 08.02.2025 for evaluation of the Board and Executive Directros for F.Y. 2023-24 and FY. 2024-25 respectively.

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 have 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. The 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 the good corporate governance policies.

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.

COMPLIANCE WITH MATERNITY ACT: Your company has a maternity policy in place for women in compliance of the provisions of The Maternity Benefit Act 1961. The provisions of the Act are being duly complied with.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

The members in their 29^th Annual General Meeting (AGM) held on 20-Sep-2023 appointed M/s. Suryanarayana Reddy & Co., Chartered Accountants as Statutory Auditors of the company for a period of 5 years from FY 2023-24 till FY 2027-28.

Internal Auditors:

M/s. JKMR & Co, Chartered Accountants, Hyderabad, were reappointed as Internal Auditors of the Company for the FY 2024-25 by the Board at their meeting held on 29-May-2024. Further, post completion of the financial year 2024-25, the Board of Directors at their meeting held on 07.05.2025 have appointed Ernst and Young LLP (E&Y LLP) as Internal Auditors of the Company for the FY 2025-26. 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 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 re-appointed as Secretarial Auditor of the Company for the FY 2024-25 by the Board at their meeting held on 29.05.2024.

The Board has at their meeting held on 24.05.2025, re-appointed Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary as Secretarial Auditor for the F.Y. 2025-26. Further Mr. N.V.S.S. Suryanarayana Rao is proposed to be appointed as Secretarial Auditor of the company for a period of five (5) years w.e.f. 01.04.2025.

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 2024-25 as per the provisions of the Companies Act, 2013 and rules made thereunder by the Board at their meeting held on 29.05.2024. The Remuneration of the Cost auditor was ratified by the members at their Annual General Meeting held on 26^th September 2024. Furthermore, M/s S.R. and Associates, Cost Accountants have been re-appointed as Cost Auditors of the Company for Conducting Cost Audit for FY 2025-26 and the special business for ratification of their remuneration has been put forth in the AGM scheduled for Calendar year 2025.

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-May-2021 introduced the implementation of Business Responsibility and Sustainability Reporting (BRSR) for top 1000 Listed entities as per their market capitalization on 31-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 2024-25 has been made part of this Annual Report as

Annexure – V.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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. 2024-25, The Total CSR obligation of the entity is INR 59.20 Million. During the Financial Year 2024-25, RIL through Ramky Foundation and other implementation agencies has spent INR 59.20 million towards its CSR activities for the thrust areas as provided hereunder.

Sl.
		Thrust Area	Amount spent
No
1	Health		13.41
2	Education		14.90
3	Skill Development		14.42
4	Rural Development		0.91
5	Natural Resource Management		7.40
6	Women Empowerment		0.84
7	Protection of Art and Culture		0.92
8	Training for National Sports		0.10
9	Project administration and Admin		6.30
	Expenses
		Total	59.20

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

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 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 2024-25.

Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2024-25 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 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 M/s 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 STATUTORY AUDITORS REPORT

With reference to observations made in Auditors Report, the notes of account are self-explanatory and therefore do not call for any further comments. The results for the year ended 31st March, 2025 have been subjected to an audit by the Statutory Auditors of the Company without qualification. However, the management response for emphasis of matter of statutory auditors report are as under:

S.	Attention/Emphasis of Matters in Independent Auditors
			Management Response
No.	Report (Standalone)
1	We draw attention to Note 49 to the Standalone financial statement		The write-off of receivables amounting to INR 553.22 million
	wherein the Company has written off receivables amounting to		pertains to long outstanding balances which, after detailed
	INR 553.22 million and has written back liabilities totalling INR		assessment and due diligence, were considered no longer
	114.72 million during the quarter and year ended March 31, 2025.		recoverable. These receivables were reviewed in accordance
			with the Companys credit policy, and necessary approvals
			were taken before effecting the write-off
S.	Attention/Emphasis of Matters in Independent Auditors
			Management Response
No.	Report (Consolidated)
1.	We draw attention to Note 14 to the Consolidated financial		The write-off of receivables amounting to INR 553.22 million
	statement wherein the Group has written off receivables amounting		pertains to long outstanding balances which, after detailed
	to INR 553.82 million and has written back liabilities totaling INR		assessment and due diligence, were considered no longer
	124.87 million during the quarter and year ended March 31, 2025.		recoverable. These receivables were reviewed in accordance
			with the Companys credit policy, and necessary approvals
			were taken before effecting the write-off
2.	Srinagar Banihal Expressway Limited (SBEL):		Deductions amounting to INR 2,522.94 million were made by
			NHAI over past and current financial years from the annuities,
	We draw attention to the Consolidated financial statement in
			primarily on account of substandard steel, deviations in high
	respect of Srinagar Banihal Expressway Limited, a subsidiary
			embankment, and other factors. However, the Independent
	company whereby the Statutory Auditors of the said subsidiary
			Engineer has recommended the release of deductions
	have drawn attention that the deductions were made in the earlier
			amounting to INR 1,872.75 million after further technical
	financial years and current year by NHAI of INR 2,522.94 million
			review and clarification.
	from the annuities towards substandard steel, deviation of high
	embankment and other deductions to the subsidiary company		SBEL has already initiated Arbitration proceedings against
	and against which the independent engineer has recommended		NHAI for recovery of the entire deducted amount. Based on
	for release of earlier year deductions to the tune of INR 1,872.75		legal advice and internal assessment, the management of
	million. The Subsidiary company has initiated Arbitration		SBEL is confident of a favourable outcome and full recovery
	proceedings for all the recoveries from NHAI and is confident		of the amount.
	that the entire amount is fully recoverable. Pending the ultimate		Accordingly, no adjustments have been made in the financial
	outcome of these matters, which is presently unascertainable,		statements, and the amounts continue to be disclosed
	no adjustments have been made in the accompanying financial		appropriately, we will continue to monitor the developments
	statement.		and make necessary adjustments, if any, based on the outcome
			of the arbitration or any other conclusive evidence.
3.	Hospet Chitradurga Tollways Limited (HCTL):		The termination of the project by mutual consent between
			HCTL and NHAI has been duly considered in the financial
	We draw attention to the Consolidated financial statement in
			statements of the subsidiary in the earlier financial year.
	respect of Hospet Chitradurga Tollways Limited, a subsidiary
	company whereby the Statutory Auditors of the said subsidiary have		Given that HCTL is a project-specific entity, the termination
	drawn attention in respect of the termination of the project by		has impacted its status as a going concern. Accordingly, the
	the subsidiary company and National Highways Authority of India		financial statements were prepared on a realisation basis in
	(NHAI), "the Concessioning Authority" with mutual consent. Since		the previous year, and necessary adjustments were made to
	the subsidiary company is a project specific company, termination		reflect the consequential financial impact.
	of project affects the Going Concern nature of the subsidiary		There is no further material financial impact in the current year,
	company. The consequential financial impact was provided in the		and the matter has been disclosed appropriately in the notes
	financial statements during the earlier year and was emphasised		to the financial statements. We will ensure compliance with
	in that earlier year audit report also.		applicable accounting standards and disclosure requirements
4.		Sehore Kosmi Tollways Limited (SKTL):		In view of the termination of the project and considering
				that SKTL is a project-specific entity, the financial statements
		We draw attention to the Consolidated financia statement in respect
				have been appropriately prepared on a liquidation basis in
		of Sehore Kosmi Tollways Limited, a subsidiary company whereby
				accordance with the applicable accounting standards. The
		the Statutory Auditors of the said subsidiary have drawn attention
				subsidiary has recognised receivables from Madhya Pradesh
		that the reason for preparation of the financial statements is on
				Road Development Corporation Limited (MPRDC) amounting
		liquidation basis of accounting, assuming the subsidiary company
				to INR 582 million, which corresponds to the carrying value of
		is no longer a going concern. The said subsidiary has recorded
				the intangible and financial assets as on the termination date.
		receivable from Madhya Pradesh Road Development Corporation
		Limited (MPRDC) of INR 582 million i.e., to the extent of intangible		While MPRDC had remitted INR 346.35 million as full and final
		and financial asset as on termination date of the project, although		settlement during FY 2021–22, the same has been disputed
		the said subsidiary has claimed an amount of INR 968.60 million		by SKTL. The subsidiary continues to pursue recovery of the
		from MPRDC. Further, during the FY 2021-22 the subsidiary company		balance amount of INR 235.65 million through available legal
		has received INR 346.35 million as full and final settlement of all		remedies. Although the arbitration proceedings were dismissed
		the dues from MPRDC, which is disputed by the subsidiary company.		by the Honble High Court of Madhya Pradesh, the subsidiary is
		The realisation of the balance amount of INR 235.65 million is		currently evaluating further legal options, including potential
		subject to decision / negotiation between the subsidiary company		appeal or alternate dispute resolution mechanisms.
		and MPRDC. Further, the subsidiary company has also referred the		In view of the ongoing legal evaluation and the uncertainty
		matter for Arbitration. However, the arbitration proceedings have		regarding the final outcome, no further adjustments have
		been dismissed by the Honble High court of Madhya Pradesh and		been made in the financial statements. The management
		the subsidiary company is evaluating further legal options against		will consider appropriate accounting treatment based on the
		MPRDC. Pending the ultimate outcome of these matters, which is		developments in the matter.
		presently unascertainable, no adjustments have been made in the
		accompanying financial statements.
5.		Visakha Pharmacity Limited (VPCL):		We firmly believe that, we are in compliance with the
				provisions of the concession agreement and all applicable
		We draw attention to the Consolidated financial statement in
				laws. The company is fully cooperating with the concerned
		respect of Visakha Pharmacity Limited, a subsidiary company,
				authorities in the ongoing proceedings.
		whereby the Statutory Auditors of the said subsidiary have reported
		the uncertainty in connection with the charge sheet filed by Central		As the matter is subjudice and the outcome is currently
		Bureau of Investigation (CBI) against the subsidiary company and		uncertain, any potential financial impact, if any, cannot be
		the attachment order of the Enforcement Directorate in respect		reliably estimated at this stage. The same will be assessed and
		of certain assets of the subsidiary company. The management		accounted for, as and when further clarity emerges.
		believes that it has complied with the provisions of the concession		The matter has been appropriately disclosed in the financial
		agreement. Accordingly, any consequential financial impact of		statements in line with applicable accounting and disclosure
		the said regulatory action will be reliably known only when the		requirements.
		matter is resolved.
MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDITORS REPORT
S No		Auditor Observation		Management Response
1.		The Company received the warning letter on December 20, 2024,		Due diligence will be taken while moving forward.
		as the meeting dates between two Risk Management Committee
		exceeded 180 days
2		During the period under review, the Company has filed Form MGT		Due diligence will be taken while moving forward.
		14 regarding approval of remuneration payable to Managing
		Director of the Company vide SRN AA10027639 with the Registrar
		of Companies with a delay of 61 days.
3		During the period under review, for Corporate Governance ending		This is an inadvertent typo error. Due care would be taken
		on June, 2024, the date of Audit Committee Meeting, Nomination		going forward
		and Remuneration Committee Meeting and Corporate Social
		Responsibility Committee Meeting is dated as 29.05.2024 whereas
		for Quarter and Half year ending on 30th September, 2024, the
		date of Nomination and Remuneration Committee and Corporate
		Social Responsibility Committee Meeting is dated as 28.05.2024.

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 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 FRAMEWORK

The Board is of the opinion that all events which have satisfied by risk threshold have been identified and 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 constitute the Risk Management Committee and adopt the Risk Management Policy of the Company.

In order to comply with aforesaid, the Board of Directors at their meeting held on 14-Jun-2021 has constituted the Risk Management Committee. Further the composition of the Risk Management Committee which was reconstituted w.e.f. 14.08.2024 and the position as on 31^st March 2025 is as under:

				Constitution w.e.f.
S. No	Constitution till 13.08.2024	Category	Nature of Directorship		Nature of directorship
				14.08.2024
1	Dr. A G Ravindranath Reddy	Chairman	Non - Independent &	Mr. P Eshwar Reddy	Independent &
			Non – Executive		Non-Executive
2	Dr. S Ravi Kumar Reddy	Member	Independent &	Dr. S Ravi Kumar Reddy	Independent &
			Non – Executive		Non-Executive
3	Dr. P Gangadhara Sastry	Member	Independent &	Dr. P Gangadhara Sastry	Independent &
			Non – Executive		Non-Executive
4	Mr. P Ravi Prasad	Member	Executive Director	Mr. Y R Nagaraja	Managing Director
5	Mr. D Lakshmana Rao	Member	CFO ex officio member	Mr. D Lakshmana Rao	CFO 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 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.

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

There are no material changes and commitments after the closure of the financial year, which will affect the financial position of 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

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 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 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 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 provided in Annexure - III.

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-Mar-2025 is hosted on website of the company at https://ramkyinfrastructure. com/docs/pdf/mgt9.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, there has been no foreign exchange earnings or outgo for the financial year 2024-25.

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

As on 31.03.2025, on a cumulative basis there are total three(3) applications all filed by operational creditors against Ramky Infrastructure Limited under Insolvency and Bankruptcy Code, 2016 with National Company Law Tribunal. Post 31.03.2025, one(1) application has been withdrawn. As on date of this report there is only one(1) application filed by operational creditor against RIL. 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 during the year under review by Ramky Infrastructure Limited.

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 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 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 that it has paid the Annual Listing Fees for the year 2024-25 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.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for 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	ESHWAR REDDY PURMANDLA
Managing Director		Director
DIN: 00009810		DIN: 01892327
Place: Hyderabad
Date : 08.08.2025