Ramky Infrastructure Limited — Proxy Solicitation & Information Statement 2025

Oct 16, 2025

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Nanduri Kesava Datta

Digitally signed by Nanduri Kesava Datta DN: c=IN, o=Personal, postalCode=502307, l=Sangareddy, st=Telangana, street=H. No. 10519, Balaji Heights, Nagarjuna Colony,, Chitkul, Telangana India 502307, title=4899, 2.5.4.20=47b370ebfc08a0619311156f921ceb abf63fd6bd0b534523953bdbb301102cfd, serialNumber=ae0e3b7d93ac31a5e4655b70 c1488fdcc4b9ecb7bda034157e7ffd57229df3 98, email=kesavadatta@gmail.com, cn=Nanduri Kesava Datta Date: 2025.10.16 15:53:52 +05'30'

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RAMKY INFRASTRUCTURE LIMITED

CIN: L74210TG1994PLC017356 Reg. Office: 15th Floor, Ramky Grandiose, Sy. No. 136/2 & 4, Gachibowli, Hyderabad – 500032, Telangana Tel No. 040 - 23015000 Website: www.ramkyinfrastructure.com Email: investors@ramky.com

INFORMATION AT GLANCE

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Details of Resolution : 1. To deliberate and if found fit approve the material
related party transaction with Numen Growth Partners
Private Limited (Numen) (Formerly Madhya Pradesh
Waste Management Private Limited) and
2. To deliberate and if found fit approve the material
related party transactions with Srinagar Banihal
Expressway Limited (SBEL)
Type of Resolution : Ordinary Resolutions
Cut-off date for sending the :
Notice to eligible
shareholders Friday, 10 [th] October, 2025
Cut-off date for determining :
eligibility for e-voting
E-voting start date and time : Friday, 17 [th] October, 2025 at 09.00 A.M. (IST)
E-voting end date and time : Saturday, 15 [th] November, 2025 at 05.00 P.M. (IST)
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POSTAL BALLOT NOTICE

Dear Members,

Notice is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, ("the Rules”) including any statutory modifications or reenactments thereof for the time being in force as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, including General Circular No. 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of

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Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and pursuant to other applicable laws and regulations, approval of the Members is sought via Postal Ballot through e-voting only (Voting through Electronic means) for the following:

1. TO DELIBERATE AND IF FOUND FIT APPROVE THE MATERIAL RELATED PARTY TRANSACTION WITH NUMEN GROWTH PARTNERS PRIVATE LIMITED (NUMEN) (FORMERLY MADHYA PRADESH WASTE MANAGEMENT PRIVATE LIMITED) AND

2. TO DELIBERATE AND IF FOUND FIT APPROVE THE MATERIAL RELATED PARTY TRANSACTIONS WITH SRINAGAR BANIHAL EXPRESSWAY LIMITED

Members’ consent is sought for the proposal contained in the resolution given in this Postal Ballot Notice. The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the said resolutions setting out the material facts and the related particulars, is annexed hereto. The Notice will also be placed on the website of the Company at https://ramkyinfrastructure.com/ and along with the websites of KFin technologies Limited (“Kfintech”), National Securities Depository Limited (“NSDL”), Central Depository Services (India) Limited (“CDSL”). The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively.

In compliance with the aforesaid MCA Circulars, Regulation 44 of the Listing Regulations and the provisions of Sections 108, 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Rules as amended from time to time and Secretarial Standard - 2 on General Meetings, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or Depositories or Depository Participants or the Company’s Registrar and Share Transfer Agent (RTA) - KFin Technologies Limited (“KFintech”). The Company has provided e-voting facility to its members to cast their vote electronically. The instructions for e-voting are appended to this Postal Ballot Notice.

The Company has appointed Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, Hyderabad (Membership No. 5868 and Certificate of Practice No. 2886), to act as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder.

Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

The members shall exercise their right to vote on the resolutions included in the notice of the Postal Ballot by electronic means i.e. through e-voting services provided by KFin Technologies Limited. The e-voting period shall commence on Friday, October 17, 2025 at 09.00 A.M. (I.S.T)

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and end on Saturday, November 15, 2025 at 05.00 P.M. (I.S.T). Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the e-voting process not later than 05.00 P.M. (IST) on Saturday, November 15, 2025. E-voting will be blocked by Scrutinizer immediately thereafter and voting will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Meeting or in his absence, any other person authorized by him, after completion of scrutiny of the votes. The results of the voting by Postal Ballot (through e-voting process) along with the Scrutinizer’s report will be announced by the Chairman of the meeting or any other person authorized by him, on or before Tuesday, November 18, 2025. The results of the Postal Ballot will be posted on the Company’s website at https://ramkyinfrastructure.com/ and will be displayed on the notice board of the Company at its Registered Office. The results will also be intimated to NSE and BSE, where the equity shares of the Company are listed.

RESOLUTIONS PROPOSED THROUGH POSTAL BALLOT:

SPECIAL BUSINESS

Item No. 1: To deliberate and if found fit approve the Material Related Party Transactions with Numen Growth Partners Private Limited (NUMEN) (Formerly Madhya Pradesh Waste Management Private Limited)

To deliberate and if found fit, pass with or without modification the undermentioned resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 along with other regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, and in accordance with the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), (including any statutory modifications and re-enactments thereof for the time being in the force), read with the Company’s Policy on Related Party Transactions, and based on approval of the Audit Committee and as approved by the Board of Directors and based on the approval accorded by the members of the company at their Annual General Meeting held on 25.09.2025, the consent of the members be and is hereby accorded by way of Ordinary Resolution to the Board of Directors of the Company to approve the Material Related Party Transactions executed or to be executed with Numen Growth Partners Private Limited, being a member of the promoter group of the company along with its subsidiaries, associates and Joint Ventures being a Related Party of the entity in the nature of a) sale, purchase, lease or supply of goods or business assets or property or equipment; b) availing or rendering of services; c) transfer of any resources, services or obligations to meet the Company’s business objectives/ requirements (“Related Party Transactions”) on such material terms and conditions as detailed in the explanatory statement to this resolution and on such terms and conditions as may be decided by the Board of Directors of the Company (including any Committee thereof) as deemed fit, from time to time.”

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“RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to sign and file necessary forms, papers and such other documents, if any with ROC / MCA and further to do all such other acts, deeds and things and take all such steps as may be deemed necessary, proper or expedient in connection with or incidental to the above on behalf of the Company.”

Item No. 2: To deliberate and if found fit, approve the Material Related Party Transactions with Srinagar Banihal Expressway Limited being a Subsidiary

To deliberate and if found fit, pass with or without modification the undermentioned resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 along with other regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, and in accordance with the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), (including any statutory modifications and re-enactments thereof for the time being in the force), read with the Company’s Policy on Related Party Transactions, and based on approval of the Audit Committee and as approved by the Board of Directors and based on the approval accorded by the members at their Annual General meeting held on 25.09.2025, consent of the members be and is hereby accorded by way of Ordinary Resolution to the Board of Directors of the Company executed or to be executed with Srinagar Banihal Expressway Limited (SBEL) being a subsidiary of the company along with its subsidiaries, associates and Joint Ventures being a Related Party of the entity in the nature of a) sale, purchase, lease or supply of goods or business assets or property or equipment; b) availing or rendering of services; c) transfer of any resources, services or obligations to meet the Company’s business objectives/ requirements (“Related Party Transactions”) on such material terms and conditions as detailed in the explanatory statement to this resolution and on such terms and conditions as may be decided by the Board of Directors of the Company (including any Committee thereof) as deemed fit, from time to time.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to sign and file necessary forms, papers and such other documents, if any with ROC / MCA and further to do all such other acts, deeds and things and take all such steps as may be deemed necessary, proper or expedient in connection with or incidental to the above on behalf of the Company.”

By Order of the Board of Directors For RAMKY INFRASTRUCTURE LIMITED Sd/-

Y.R. Nagaraja Managing Director DIN: 00009810 Place: Hyderabad Date: 11.10.2025

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NOTES:

• a) Pursuant to sections 102 and 110 of the Act, an Explanatory Statements setting out material facts and reasons for the proposed resolution is appended hereto.

• b) In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only.

• c) The Postal Ballot Notice is being sent only via email to the Members of the Company, whose names appear in the Register of Members/the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, October 10, 2025 (“cut-off date”). Any person who is not a member as on the cut-off date should treat this Postal Ballot Notice for information purposes only. The Postal Ballot Notice shall be deemed to be dispatched by e-mail one day prior to the e-voting start date.

• d) A copy of this Postal Ballot Notice is also available on the Company’s website https://ramkyinfrastructure.com/, the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on website of KFin Technologies Limited at https://evoting.kfintech.com/

• e) Members who have not registered/updated their email IDs so far are requested to register/update the same to receive this Postal Ballot Notice by clicking on this link https://ris.kfintech.com/clientservices/postalballot/registration.aspx or as per the following procedure:

or as per the following	procedure:
Physical Holding	Provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy), AADHAR (self-attested scanned copy) by email to einward.ris@KFintech.com and copy to the Company at investors@ramky.com
Demat Holding	Provide Demat account details (CDSL - 16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name of shareholder, client master or copy of consolidated account statement, PAN (self-attested scanned copy), AADHAR (self-attested scanned copy) by email to einward.ris@KFintech.com and copy to the Company at investors@ramky.com

In case of any queries, for registering email address, Members may write to einward.ris@KFintech.com or investors@ramky.com

Members are requested that for permanent registration of their e-mail address, they can register their e-mail address, in respect of electronic holdings with their concerned

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Depository Participants and in respect of physical holdings with the Company’s RTA, KFintech.

Those Members who have already registered their e-mail addresses are requested to get their e-mail addresses validated with their Depository Participants/RTA to enable servicing of notices/ documents/Annual Reports and other communications electronically to their email address in future.

• f) After dispatch of the postal ballot notice through email, advertisement shall be published in 1 (one) English daily newspaper and in 1 (one) Telugu Newspaper, each having wide circulation in the district where the registered office of the Company is situated and will also be uploaded on the Company’s website at https://ramkyinfrastructure.com

• g) Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on the cut-off date i.e. Friday, October 10, 2025.

• h) Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

• i) Relevant documents referred to in this Postal Ballot Notice will be made available for inspection on the Company’s website from the date of commencement of e-voting period i.e. Friday, October 17, 2025 up to the last date of e-voting i.e. Saturday, November 15, 2025.

• j) The last date specified in this notice for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

• k) Contact details of the person responsible for addressing the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:

• The Company Secretary, Ramky Infrastructure Limited, 15th Floor, Ramky Grandiose, Sy No 136/2 & 4, Gachibowli, Hyderabad – 500 032, Telangana Tel: +91 9030666420, Email – investors@ramky.com

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.kfintech.com/public/Faq.aspx. In case of any queries / concern / grievances, you may contact KFin Technologies Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, India, at email: einward.ris@kfintech.com; 18003094001 (toll free).

• l) Members may note that as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37 dated March 16, 2023, it is mandatory to update PAN, Address, Email ID, Bank account details (KYC details) and Nomination details of shareholders, who have not updated the same with the RTA i.e. KFintech in case of physical shareholding and with

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Depository Participants (DPs) in case of Demat shareholding. Henceforth, KFintech will attend to all service requests of the shareholders with respect to transmission, dividend, etc., only after updating the above details in the records. Non-updation of KYC details in Folios, wherein any one of the cited details/documents (i.e. PAN, Bank Details, Nomination) are not available on or after October 01, 2023, shall be frozen by the RTA as per above SEBI Circular.

The procedure for remote e-voting is as under:

Step 1: Access to Depositories e-voting system in case of individual Shareholders holding shares in demat mode.

Step 2: Access to KFintech e-voting system in case of Shareholders holding shares in physical form and non-individual Shareholders in demat mode.

Step 1:

Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode

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Type of Login Method
member
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Type of member Login Method	Type of member Login Method	Type of member Login Method
Individual members holding securities in demat mode with NSDL	1. 2.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the company name or e-Voting service provider name and you will be re-directed to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDLhttps://eservices.nsdl.com either on a personal computer or on a mobile. ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii. After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-votingservices,after which the

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e-voting page will be displayed.
iv. Click on company name i.e. ‘RAMKY INFRASTRUCTURE LIMITED
or ESP i.e. KFin.
v. Members will be re-directed to KFin’s website for casting their
vote during the remote e-voting period.
3. Those not registered under IDeAS:
i. Visit https://eservices.nsdl.com for registering.
ii. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com.
iv. Once the home page of e-voting system is launched, click on the
icon “Login” which is available under ‘Shareholder / Member’
section. A new screen will open.
v. Members will have to enter their User ID (i.e. the sixteen digit
demat account number held with NSDL), password / OTP and a
verification code as shown on the screen.
vi. After successful authentication, Members will be redirected to
NSDL Depository site wherein they can see e-voting page.
vii. Click on company name i.e RAMKY INFRASTRUCTURE LIMITED
or ESP name i.e KFin after which the Member will be redirected
to ESP website for casting their vote during the remote e-voting
period.
viii. Members can also download the NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.
Type of Login Method
member
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Individual members holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.

Individual members login through their demat accounts / Website of Depository Participant(s)

A. Instructions for login through Demat Account / website of Depository Participant i. Members can also login using the login credentials of their demat account through their DP registered withthe Depositories for e- voting facility. ii. Once logged-in, members will be able to view e-voting option. iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successfulauthentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Ramky Infrastructure Limited or KFintech. v. Members will be redirected to e-voting website of KFintech for casting their vote during the remote e-votingperiod without any further authentication.

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Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

Securities held with NSDL	Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at no.: 022 – 48867000
Securities held	Members facing any technical issue in login can contact CDSL helpdesk
with CDSL	by sending a request at helpdesk.evoting@cdslindia.com or contact at
	toll free no. 1800 22 55 33

Step 2:

Method of login / access to KFintech’s e-voting system in case of all members holding shares in physical mode and non-individual members holding shares in demat mode

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Type of member Login Method
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Method of login / access to KFintech’s e-voting system in case of all members holding shares in physical mode and non-individual members holding shares in demat mode	Method of login / access to KFintech’s e-voting system in case of all members holding shares in physical mode and non-individual members holding shares in demat mode
Type of member Login Method
Members whose email IDs are registered with the Company / Depository Participant(s)	A. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s) Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email from KFintech which will include details of E-voting Event Number (EVEN) 9277, USER ID and password. They will have to follow the following process: i) Launch internet browser by typing the URL:https://evoting.kfintech.com/ ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is registered with KFintech for e- voting, they can use their existing UserID and password for casting the vote. iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach password change Menu wherein they are required to mandatorily change thepassword. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a specialcharacter (@,#,$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their passwordwith any other person and that they take utmost care to keep their password confidential.

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v) Members would need to login again with the new credentials.
vi) On successful login, the system will prompt the member to select the
“EVEN”, viz., ‘RAMKY INFRASTRUCTURE LIMTED’, and click on “Submit”.
Login Method
i) On the voting page, enter the number of shares (which represents
the number of votes) as on the Cut-off Date under “FOR/AGAINST” or
alternatively, a member may partially enter any number in “FOR” and
partially “AGAINST” but the total number in “FOR/AGAINST” taken together
shall not exceed the total shareholding as mentioned herein above. A
member may also choose the option ABSTAIN. If a member does not
indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the
shares held will not be counted under either head.
ii) Members holding multiple folios / demat accounts shall choose the
voting process separately for each folio / demat account.
iii) Members may then cast their vote by selecting an appropriate option and
click on “Submit”.
iv) A confirmation box will be displayed. Click “OK” to confirm else
“CANCEL” to modify. Once members have voted on the resolution(s), they
will not be allowed to modify their vote. During the voting period, members
can login any number of times till they have voted on the Resolution.
v) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds
/ banks, etc.) are required to send scanned copy (pdf format) of the relevant
board resolution to the Scrutinizer through e-mail to csnvss@gmail.com
with a copy to evoting@kfintech.com. The file scanned image / pdf file of
the board resolution should be in the naming format “Corporate Name”.
Members B. Instructions for Members whose email IDs are not registered with the
whose email Company / Depository Participant(s), and consequently the Postal Ballot
IDs are not Notice and e-voting instructions cannot be serviced:
registered with i) Members are requested to follow the process as guided to capture the
the Company email address and mobile number for receiving the soft copy of the
/ Depository Postal Ballot Notice and e-voting instructions along with the User ID and
Participant(s) Password. In case of any queries, members may write to
einward.ris@kfintech.com.
Procedure for Physical shareholders are hereby notified that based ion SEBI Circular
Registration of number:
email and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16 [th] , 2023,
Mobile: All holders of physical securities in listed companies shall register the
securities in postal address with PIN for their corresponding folio numbers. It shall
physical mode be mandatory for the security holders to provide mobile number.
Moreover, to avail online services, the security holders can register e-
mail ID. Holder can register/update the contact details through
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		submitting the requisite ISR 1 form along with the supporting documents. ISR 1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/isrforms.aspx ISR Form(s) and the supporting documents can be provided by any one of the following modes. a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
		b) Through hard copies which are self-attested, which can be shared on the address below; or Name KFIN Technologies Limited Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally Hyderabad, Rangareddy,Telangana,India - 500 032. c) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/isrforms.aspx Detailed FAQ can be found on the link:https://ris.kfintech.com/faq.html For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.
Type of Member		Login Method
Members whose email IDs are registered with the Company / Depository Participant(s)		B. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s). Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email from KFintech which will include details of E-voting Event Number (EVEN), USER ID and password. They will have to follow the following process: i) Launch internet browser by typing the URL: https://evoting.kfintech.com/ ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number)9277 followed by folio number. In case of Demat account, User ID will be your DP IDand Client ID. However, if a member is registered with KFintech for e-voting, they can use their existing UserID and password for casting the vote. iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach password change Menu wherein they are required to mandatorily change thepassword. The new password shall comprise of minimum 8 characters with at least one upper case

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(A-Z), one lower case (a-z), one numeric value (0-9) and a special
character (@,#,$, etc.,). The system will prompt the member to
change their password and update their contact details viz. mobile
number, email ID etc.
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EXPLANATORY STATEMENT:

As required by Section 102(1) and 110 of the Companies Act, 2013, the following Explanatory Statements sets out material facts relating to the businesses under Item Nos. 1 and 2 specified in this Notice.

ITEM NO. 1 & 2

This is to inform the members that as per section 188 of the Companies Act 2013 and rules made thereunder (Subject to statutory enactment, re-enactment and modifications thereto) and the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 duly amended; all the material related party transactions would require the approval of the Shareholders by way of an Ordinary Resolution.

We further disclose that as per regulation 23 of the SEBI (LODR) Regulations 2015, a material related party transaction is one whose value taken with that related party on standalone or aggregate basis exceeds 10% of the Consolidated Turnover of the preceding Financial Year of the listed entity.

Since as per the financial results declared by Ramky Infrastructure Limited (RIL) for F.Y. 202425, the consolidated turnover stands at INR 20,445.38 million, any proposed related party transaction the value of which is exceeding INR 2,044.53 million (For convenience INR 2,000 million is being considered for this threshold, which is 10% of the consolidated turnover of the preceding financial year) is being treated as material in nature and is being put forth by the Board of RIL for the approval of shareholders.

The shareholders have at their AGM held on 25.09.2025, approved the material related party transactions to be entered with Srinagar Banihal Expressway Limited (SBEL) and Numen Growth Partners Private Limited (NUMEN) for the period commencing from 01.04.2025 till 30.09.2026.

However, as the financial year is progressing and keeping the recent developments and financial requirements of the entity, the Company is seeking revised approvals based on the approvals accorded by the shareholders at their AGM held on 25.09.2025.

As per the estimates, the undermentioned are Related Party Transactions that are expected to exceed INR 2,000 million threshold for a financial year.

The proposed transactions are based on estimates from 01.04.2025 till 30.09.2026.

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(INR in Millions)
Name of the company Numen Growth Partners Private Srinagar Banihal Expressway
Limited (formerly Madhya Pradesh Limited (SBEL)
Waste Management Private
Limited) (Numen)
Nature of relationship Member of promoter group Subsidiary
Shareholding Numen holds 2.41% in the equity 99% (approx.)
share capital of RIL.
Country of Incorporation India India
Monetary Value of the transactions proposed to be entered
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Proposed value of the RPT for FY 3,850 68,700 (including Corporate
2025-26 guarantee and Claims)
Proposed value of the RPT from 1,925 (to the extent not availed or 60,900 (if claims not received
01.04.2026 till 30-09-2026 extended till 31.03.2025) and CG not executed by
31.03.2026)
Whether the proposed transaction Yes Yes
and the transaction already
undertaken during the year make
them material
Value of the proposed transaction NA 157.50%
as a % of the consolidated
turnover of RIL in 2024-25
(comparison is between proposed
transaction for 18 months period
inclusive of ICDs’ and the
proposed Corporate Guarantee
and excluding claims and the
consol turnover of RIL for FY
ended 31.03.2025)
Value of the proposed transaction NA 221.51%
as a % of the standalone turnover
of the subsidiary (P.Y. turnover
compared only with O&M and
other operational revenue
expected over 18 months period)
Financial Performance of the related party in the immediately preceding F.Y. 2024-25
Turnover Not available as not a subsidiary 451.43
Profit after Tax Not available as not a subsidiary (402.42)
Net worth Not available as not a subsidiary 5,893.30
Type or nature of proposed transaction, particulars of the contract (from 01.04.2025 till 30.09.2026)
Operation and maintenance 583 1,000
(O&M)
Revenue from Operation (EPC) - -
Inter Corporate Deposit (ICD) 1,750 ICD taken by RIL 16,500 ICD given by SBEL
1,500 ICD given by RIL 6,000 ICD given to SBEL
Corporate Guarantee - 8,000 Corporate Guarantee
(CG) to be given by RIL to
lenders of SBEL
Disclosures required for the sale of goods or services as per Part B (1) of SEBI Format dated 26.06.2025
Bidding process if applied for No No
proposed RPT
Basis of determination of Price NA Since the SPV has been
formed for execution of work
by RIL there is no bidding
process required
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Trade advance		-	It would be decided based on the commercial terms and conditions of the work order
Inter corporate deposit (ICD) Given/ (taken or received back)		1,750 ICD given by Numen to RIL	16,500 ICD given by SBEL
		1,500 ICD given by RIL to Numen	6,000 ICD given to SBEL
Source of funds	Operational and funds from other sources		As the company is in receipt of annuities or discounting of receivables and post receipt of the claims and post meeting the concessionaire condition, the company intends to repay the ICD outstanding to RIL. In addition, RIL is proposing to give INR 1,000 million from its operational cash flows to SBEL for its operational purposes. Further, as SBEL would be approaching Lender for loan purposes, RIL is proposed to extend corporate guarantee to the Bankers/lenders of SBEL to the tune of INR 8,000 million.
where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, 1) nature of indebtedness 2) cost of funds; and 3)tenure	Nil		The proposed repayment of ICD from SBEL to RIL would be done if the Loan from financial institution are received.
Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	The ICD is proposed to be borrowed by RIL at 8% interest rate and is for a tenure of 3 years from the drawdown date. Further for the ICD proposed to be given to Numen it is chargeable at 14% interest rate which is above the banking borrowing rate for RIL and for a tenure of 24 months from the drawdown date.		The Banking borrowing rate of RIL is 13% approx. The tenure of the ICD is usually 24 months from the drawing date with interest of 8% per annum. The ICD is usually unsecured. However, the ICD placed by RIL is not from bank borrowing.

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The purpose for which the The ICD funds borrowed would be ICD given or taken is for the
funds used for the operational operational requirements and
will be utilised by the ultimate requirements of the company. The repayment of the existing ICD
beneficiary of such funds ICD funds proposed to be placed by in the respective companies.
pursuant RIL to Numen is for their business
to the related party transaction purposes.
Disclosures as required under C (1) for material transactions only as per the SEBI format dated 26.06.2025
Credit rating of the borrower if NA NA
the proposed ICD is above the
threshold limit.
Default if any NA NA
Claims with authorities - 45,000
Tenure The transactions are from 01.04.2025 The transactions are from
till 30.09.2026. For ICD it would be as 01.04.2025 till 30.09.2026. For
per contractual terms. ICD it would be as per
contractual terms.
Justification for why the For ICD to be taken by RIL We would Since the SPV is formed by RIL
proposed like to inform that the company has for execution of Work as per
transaction is in the interest of entered into restructuring of debt in the concession agreement it is
the 2015. As on date as the company is in the interest of the company.
Company out of restructuring the company is
proposing to avail new ICD from
Numen till the time credit rating of
RIL improves and the company
becomes an attractive. Further for ICD
to be given by RIL, it is effective
utilization of the amount realized
from operations which can be
temporarily parked for return above
the Bank borrowing rate.
Details of the Valuation or The related party transactions will be in line with the Company’s Policy
other on Materiality of and Dealing with Related Party Transactions. These
external party report (if any) transactions will be on an arm’s length basis and in the ordinary course
of business.
Transactions undertaken in (INR in Millions)
previous Financial Year ended Name of the Transactions FY 2023-24 FY 2024-25
31st March, 2024 and 31st company undertaken
March, 2025 Numen Unsecured 114.83 207.18
Growth Borrowings,
Partners Interest, Rent
Private Limited and
Maintenance,
Other expenses
Srinagar Operations 1,743.01 1,602.80
Banihal revenue, ICD
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		Expressway Limited	and interest income	and interest income	and interest income
Total amount of all the transactions undertaken by the Listed entity with the related partyuptopreceding quarter		The Shareholders have approved the RPT in the AGM held in Calendar Year 2025 for the period 01.04.2025 till 30.09.2026. Now enhanced approval of the shareholders is being sought for the proposed related partytransactions from 01.04.2025 till 30.09.2026.
Disclosures as required under C(3)for material transactions				onlyasper the SEBI format dated 26.06.2025
If Corporate guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit ratingof the relatedparty	NA				A + (However, as on the date of notice the evaluation of the credit rating of SBEL for its current exposure in underway)
Details of solvency status and going concern status of the related party during the last three financial years:	NA				Net worth for preceding 3 years FY INR in millions 2022-23 6,754.55 2023-24 6,295.70 2024-25 5,893.30
					FY		INR in millions
					2022-23		6,754.55
					2023-24		6,295.70
					2024-25		5,893.30
The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally,any	NA				RIL is proposed to give Corporate Guarantee (CG) to the bankers/lenders of SBEL. Since SBEL is proposing to secure the debt by discounting the annuities receivable from NHAI the probability of the CG being invoked is very remote. Hence no provision is required to be made in the books of accounts of RIL

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provisions required to be made
in the
books of account of the listed
entity or any of its subsidiary
shall also
be specified.
Default on borrowings, if any, NA SBEL which is a subsidiary of RIL was
over the last three financial declared an NPA by the lenders in 2018.
years, by Further the company has entered into
the related party from the listed negotiated settlement on 30.03.2023 with
entity or any other person. the Asset Reconstruction Companies
(ARCs’) which have subsequently acquired
debt from the lenders.
Whether the account of the NA SBEL which is a subsidiary of RIL was
related party has been declared an NPA by the lenders in 2018.
classified as a Further the company has entered into
non-performing asset (NPA) by negotiated settlement on 30.03.2023 with
any of its bankers and whether the ARCs’ which have subsequently
such status is currently acquired debt from the lenders. As on this
subsisting date SBEL is not NPA.
Whether the related party has NA SBEL which is a subsidiary of RIL was
been declared a “wilful declared an NPA by the lenders in 2018.
defaulter” Further the company has entered into
by any of its bankers and negotiated settlement on 30.03.2023 with
whether such status is currently the ARCs’ which have subsequently
subsisting acquired debt from the lenders.
Whether the related party is NA NIL
undergoing or facing any
application
for commencement of an
insolvency resolution process
or
liquidation
Whether the related party, not NA NA
being an MSME, suffers from
any
of the disqualifications
specified under Section 29A of
the
Insolvency and Bankruptcy
Code, 2016.
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It is hereby informed that the members of the company at their Annual General Meeting held on 25.09.2025 accorded approval for the proposed material related party transactions for the period 01.04.2025 till 30.09.2026. However, as the financial year progressed and due to

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developments in the company and as per financial requirements of the company, now an enhanced limit for material related party approval is being sought from the members for the period from 01.04.2025 till 30.09.2026, which includes the undermentioned proposed new transactions over and above the transaction which were approved by the members at the Annual General Meeting held on 25.09.2025.

• Approval of the material related party transaction with respect to extending Inter Corporate Deposit (ICD) to Numen Growth Partners Private Limited to the extent of INR 1,500 million at an interest rate of 14% per annum and tenure of 24 months from the respective draw down.

• Approval of the material related party transaction with respect to providing of corporate guarantee to the extent of INR 8,000 million by Ramky Infrastructure Limited (RIL) to the Bankers/Lenders of Srinagar Banihal Expressway Limited for the proposed loan.

• Enhanced Inter Corporate Deposits between Ramky Infrastructure Limited (RIL) and Srinagar Banihal Expressway Limited (SBEL) as under

			(INR in Millions)
ICD Giver	ICD Taker	Approval given by members in AGM on 25.09.2025	Enhanced Approval now being sought
Ramky Infrastructure Limited	Srinagar Banihal ExpresswayLimited	1,500	6,000
Srinagar Banihal ExpresswayLimited	Ramky Infrastructure Limited	9,500	16,500

Except to the extent of their shareholding of promoters and or directors in the Company, none of the Directors or Key Managerial Personnel of the Company and/or their relative(s) are in any way concerned or interested, financially or otherwise, in the proposed resolution set out in Item No. 1 & 2.

Promoter Group are requested to refrain from voting on Agenda Item No. 1.

The Board of Directors recommends the Ordinary Resolutions set out at Item No. 1 & 2 of the Notice for approval by the Members.

By Order of the Board of Directors For RAMKY INFRASTRUCTURE LIMITED Sd/Y.R. Nagaraja Managing Director DIN: 00009810

Place: Hyderabad Date: 11.10.2025

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