Your Directors take pleasure in presenting the 31^st Annual Report on the business and operations of your company i.e., Ramky Infrastru
Limited (RIL) together with the Audited Financial Statments for the Financial Year ended 31-Mar-2025. The consolidated performan
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 belo

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&D's) 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 Company's
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 India''s 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 doesn't 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 Company's 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 India's 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. It's 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:

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 anc
Drug Substance, Structural Chemistry, Trace elements/impurities,
Method Development and Validation. Such a facility would enable
obtaining drug registrations abroad and thus facilitate exports ol
pharmaceutical products.

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 company's
commitment to supporting and driving the growth of the
pharmaceutical industry at JNPC. Each entity's 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
STPS's 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:

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 India's 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 Industria
Estate.

The gist of the financial performance for FY 2024-25 is as under

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 India's 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.

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 Stakeholder's 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

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

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

32 | 31^st Annual Report 2024-25

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 experiencec
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 Personne
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 ol
the Independent Directors, induction program is held to familiarize
the directors with the Company's operations and businesses. Ar
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://
ramkvinfrastructure.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 propel
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 fail
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 foi
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 ol
the company and for preventing and detecting fraud and othei
irregularities;

d) The Directors have prepared the annual accounts on a going
concern basis;

e) The Directors have laid down internal financial controls tc
be followed by the company and that such internal financia
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 re¬
appointed 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.

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://ramkvinfrastructure.com/docs/pdf/investordesk/CSR-Policv.
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 AUDITOR'S REPORT

With reference to observations made in Auditor's 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:

MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDITOR'S REPORT

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://ramkvinfrastructure.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:

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 arm's 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://
ramkvinfrastructureÝcom/docs/pdf/investordesk/Related-Partv-PolicvÝpdf

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 arm's length transactions under
third proviso thereto are disclosed in Form No. AOC-2 is appended as Annexure - II to the Board's 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 COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's
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://ramkvinfrastructure.com/docs/pdf/investordesk/Policv-
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
employee's 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 Company's
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 Company's 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