Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Ramky Infrastructure Limited Proxy Solicitation & Information Statement 2025

Oct 1, 2025

62456_rns_2025-10-01_32326052-0cc2-435f-8bbc-4b0095a6ceb1.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [90 x 9] intentionally omitted <==

==> picture [131 x 63] intentionally omitted <==

==> picture [48 x 16] intentionally omitted <==

Digitally signed by Nanduri Kesava Datta Nanduri 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=47b370ebfc08a0619311156f921cebabf Kesava 63fd6bd0b534523953bdbb301102cfd, serialNumber=ae0e3b7d93ac31a5e4655b70c14 88fdcc4b9ecb7bda034157e7ffd57229df398, [email protected], cn=Nanduri Kesava Datta Datta Date: 2025.10.01 13:21:09 +05'30'

==> picture [63 x 58] intentionally omitted <==

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: [email protected]

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 re-enactments 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 and 11/2022 dated December 28, 2022, including General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of 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 Appoint Ms. Malvieka Joshi (DIN: 03393195) as Independent Woman Director of the Company for a period of five (5) years w.e.f. 30.09.2025.

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.

==> picture [63 x 58] intentionally omitted <==

The members shall exercise their right to vote on the resolution 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 3, 2025 at 09.00 A.M. (I.S.T) and end on Saturday, November 1, 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 1, 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 4, 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.

RESOLUTION PROPOSED THROUGH POSTAL BALLOT:

SPECIAL BUSINESS

Item No. 1: To Appoint Ms. Malvieka Joshi (DIN: 03393195) as Independent Director of the Company

To consider and, if thought fit, to give assent/dissent to the following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules 2014 and other applicable rules, if any and in compliance of the SEBI (LODR) Regulations 2015 (Subject to statutory amendment, enactment and re-enactment thereto) and in compliance of the Articles of Association (AOA) of the Company and in furtherance to the consent by the appointee and in accordance with the appointment of the appointee as additional Director in Independent Director Category w.e.f 30.09.2025, the consent of the members be and is hereby accorded by way of special resolution to appoint Ms. Malvieka Joshi (DIN: 03393195), as an Independent Woman Director of the Company, not liable to retire by rotation, for a term of 5 consecutive years w.e.f. 30[th] September, 2025.”

“FURTHER RESOLVED THAT the appointee director shall have such Duties and Responsibilities and have such powers and rights as envisaged under the Companies Act 2013 and SEBI (LODR) Regulations 2015 duly amended.”

“FURTHER RESOLVED THAT any of the directors of the Company or the Company Secretary are hereby severally authorized to do all such acts and deeds and file all such forms and returns and make such intimations as may be required to give effect to the above-mentioned resolution.”

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

Place: Hyderabad Date: 29.09.2025

==> picture [63 x 58] intentionally omitted <==

NOTES:

  • a) Pursuant to sections 102 and 110 of the Act, an Explanatory Statement 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, September 26, 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:

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
[email protected]
and
copy
to
the
Company
at
[email protected]
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
[email protected]
and
copy
to
the
Company
at
[email protected]

In case of any queries, for registering email address, Members may write to [email protected] or [email protected]

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 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

==> picture [63 x 58] intentionally omitted <==

  • 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, September 26, 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 3, 2025 up to the last date of e-voting i.e. Saturday, November 1, 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 to address 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 – [email protected]

  • 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: [email protected]; 18003094001 (toll free).

  • l) Members may note that as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/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 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.

==> picture [63 x 58] intentionally omitted <==

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

==> picture [421 x 34] intentionally omitted <==

----- Start of picture text -----

Type of member Login Method
Individual 1. For OTP based login you can click on
----- End of picture text -----

Type of member
Login Method
Type of member
Login Method
Type of member
Login Method
Individual
1. For OTP based login you can click on
members
holding
securities
in
demat mode
with NSDL
2.
3.
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-voting services, after which the
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.
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 NSDLhttps://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
Depositorysite wherein theycan see e-voting page.

==> picture [63 x 58] intentionally omitted <==

==> picture [421 x 624] intentionally omitted <==

----- Start of picture text -----

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 member Login Method
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through
members their existing user id and password. Option will be made available to reach
holding e-Voting page without any further authentication. The users to login to
securities in Easi / Easiest are requested to visit cdsl website www.cdslindia.com and
demat mode
click on login icon & New System Myeasi Tab.
with CDSL
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
on www.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-Voting Service Providers.
Individual A. Instructions for login through Demat Account / website of Depository Participant
members login
i. Members can also login using the login credentials of their demat account
through their
through their DP registered with the Depositories for e-voting facility.
demat accounts
ii. Once logged-in, members will be able to view e-voting option.
/ Website of
iii. Upon clicking on e-voting option, members will be redirected to the
Depository
NSDL / CDSL website after successful authentication, wherein they will be
Participant(s)
able to view the e-voting feature.
iv. Click on options available against Ramky Infrastructure Limited or KFintech.
----- End of picture text -----

==> picture [63 x 58] intentionally omitted <==

v.
Members will be redirected to e-voting website of KFintech for casting
their vote during the remote e-votingperiod without any further
authentication.
v.
Members will be redirected to e-voting website of KFintech for casting
their vote during the remote e-votingperiod without any further
authentication.
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 [email protected]
call at no.: 022 – 48867000
Securities held
with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request [email protected] 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

==> picture [459 x 383] intentionally omitted <==

----- Start of picture text -----

Type of member Login Method
Members whose A. Instructions for Members whose email IDs are registered with the
email IDs are Company / Depository Participant(s)
registered with Members whose email IDs are registered with the Company / Depository
the Company / Participant(s) will receive an email from KFintech which will include
Depository details of E-voting Event Number (EVEN), USER ID and password. They
Participant(s) 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 User ID 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 the password. 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 special character (@,#,$,
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 password with
any other person and that they take utmost care to keep their password
confidential.
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”.
----- End of picture text -----

==> picture [63 x 58] intentionally omitted <==

==> picture [425 x 630] intentionally omitted <==

----- Start of picture text -----

Login Method
vii) 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.
viii) Members holding multiple folios / demat accounts shall choose the
voting process separately for each folio / demat account.
ix) Members may then cast their vote by selecting an appropriate option and
click on “Submit”.
x) 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.
xi) 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 [email protected]
with a copy to [email protected]. The file scanned image / pdf file of the
board resolution should be in the naming format “Corporate Name”.
Members whose B. Instructions for Members whose email IDs are not registered with the
email IDs are not Company / Depository Participant(s), and consequently the Postal Ballot
registered with Notice and e-voting instructions cannot be serviced:
the Company i) Members are requested to follow the process as guided to capture
/ Depository the email address and mobile number for receiving the soft copy of
Participant(s) the Postal Ballot Notice and e-voting instructions along with the User
ID and Password. In case of any queries, members may write to
[email protected].
Procedure for Physical shareholders are hereby notified that based ion SEBI Circular
Registration of number:
email and Mobile:
securities in SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16 [th] , 2023, All
physical mode holders of physical securities in listed companies shall register the postal
address with PIN for their corresponding folio numbers. It shall 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 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
----- End of picture text -----

==> picture [63 x 58] intentionally omitted <==

Name KFIN Technologies Limited
Address Selenium Building, Tower-B, Plot No 31 & 32, Financial
District, Nanakramguda, Serilingampally Hyderabad,
Rangareddy, Telangana, India - 500 032.
Type of Member LoginMethod
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) 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 (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.
Members
who
have
forgotten
the User ID and
password
Members who have forgotten the user id and password, may obtain /
retrieve the same in the manner mentioned below:
i)
If themobile number of themember is registered against Folio No. / DP ID
Client ID, themembermay send SMS:MYEPWDE-voting Event
Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399
Example for NSDL: MYEPWDIN12345612345678
Example for CDSL: MYEPWD1402345612345678
Example for Physical: MYEPWD XXXX1234567890
ii)
If email ID of the member is registered against Folio No. / DP ID Client
ID, then on the home page of https://evoting.kfintech.com, the member
may click ‘Forgot password’ and enter Folio No. or DP ID Client ID andPAN
to generate a password.
iii)
Members may send an email request to [email protected] the
member is already registered with the KFinteche-voting platform then
such member can use his / her existing User ID and password for casting
the votethrough remote e-voting.
iv)
Members may call KFintech toll free number 1-800-309-4001 for any
clarifications / assistance that may be required.

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: [email protected]; 1-800-309-4001 (toll free).

==> picture [63 x 58] intentionally omitted <==

EXPLANATORY STATEMENT:

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

ITEM NO. 1

Appointment of Ms. Malvieka Joshi (DIN: 03393195) as Independent Woman Director of the Company.

The members are requested to note that Ms. Malvieka Joshi (DIN: 03393195) (with Independent Director Databank Registration number IDDB-PS-202410-057447) has been appointed as additional Woman Director in Independent Category by the Board of Directors at their meeting held on 29.09.2025, upon the recommendation of the Nomination and Remuneration committee, a period of 5 years w.e.f. 30.09.2025.

As per the provisions of the Companies Act 2013 read with SEBI (LODR) Regulations 2015, any appointment of an Independent Director by the Board of Directors of the listed entity has to be approved by the members by way of a Special Resolution, in upcoming General Meeting or within 3 months from such appointment whichever is earlier.

In this regard, the Board of directors of the Company have at their meeting held on 29.09.2025 proposed the appointment of Ms. Malvieka Joshi (DIN: 03393195) as Independent Director of the company for the approval of the members through Postal Ballot.

Brief Profile of Ms. Malvieka Joshi

Ms. Malvieka Joshi (DIN: 03393195) is a seasoned Legal and Human Resources professional with over 30 years of diverse experience across industries such as FMCG, Telecom, and Information Technology. She holds the professional qualification of Fellow Company Secretary (FCS) from the Institute of Company Secretaries of India (ICSI), is an Associate Certified Coach (ACC) from the International Coach Federation (ICF) and also holds certifications from Cornell University. She is also a graduate in BA (Hons.) from St. Xavier’s College.

Ms. Joshi has during this vast experience of 3 decades, held leadership roles with global organizations such as F5 Networks, Ciena India, Fibcom India, and Osram India (Siemens Group). At F5 Networks, she served as Vice President – Human Resources, where she was instrumental in setting up their stateof-the-art Engineering Center in Hyderabad, scaling it from a single employee to over 1,100 professionals. Under her leadership, F5 India earned recognition as one of the Top 25 Companies in Asia, and among the Top 5 in India for millennials and women, as well as a Great Place to Work.

Prior to this, at Ciena India, Ms. Joshi joined as the first employee and helped establish a 3,500+ member team, leading the company to multiple workplace excellence awards. Her early career includes key legal and secretarial roles, including as Company Secretary and HR Leader at Fibcom India Limited, where she managed all Statutory, Board, and Employee Matters.

Ms. Joshi brings in with her deep expertise in corporate governance, HR strategy, legal compliance, organizational development, and executive coaching. She has coached senior executives for over 500 hours as an ICF-certified coach. She currently serves as an Independent Director on the Board of Disa India Limited (Norican Group).

Her strategic mindset, collaborative leadership, and governance acumen and hands on experience in the field of HR makes her a valuable addition to any Board since your company works in Infrastructure Space and in labor intense in nature.

She possesses all the requisite skills, experience, knowledge and capabilities required for the role of Independent Director.

==> picture [63 x 58] intentionally omitted <==

In accordance with this, the Nomination and Remuneration Committee and the Board of Directors of the Company recommends the proposed resolution to the members as a special resolution .

Except Ms. Malvieka Joshi, None of the Directors and Key Managerial Personnel of the Company and their respective relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

The Board of Directors of the Company recommends the Resolution to be passed as Special Resolution as set out in Item No. 1 of the accompanying Notice for approval of the members by Postal Ballot.

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

Place: Hyderabad Date: 29.09.2025

==> picture [63 x 58] intentionally omitted <==

Annexure A

Details of the Directors seeking Appointment/Re-appointment at the forthcoming Postal Ballot. [Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

==> picture [436 x 451] intentionally omitted <==

----- Start of picture text -----

Name of Director Ms. Malvieka Joshi
Date of Birth 19 [th] March, 1962
Date of Appointment 30 [th] September, 2025
Expertise in specific Ms. Malvieka Joshi is a seasoned professional with over 30 years of
functional areas leadership experience across Legal, Human Resources, and Corporate
Governance functions. She has worked in diverse industries including
FMCG, Telecom, and IT, holding senior roles in reputed global
organizations such as F5 Networks, Ciena India, Fibcom India, and
Osram India (Siemens Group). She has played a pivotal role in setting
up and scaling Global Capability Centers in India, driving culture,
innovation, and inclusion. At F5 Networks, she led the HR function as
Vice President, growing the India center from its inception to over
1,100 employees. At Ciena India, she was the first employee, building
the team to over 3,500 professionals and earning several workplace
excellence recognitions. Ms. Joshi is also an experienced executive
coach, having conducted 500+ hours of coaching for senior leaders,
and currently serves as an Independent Director on the Board of Disa
India Ltd (Norican Group).
Qualification Fellow Company Secretary, ICSI
Associate Certified Coach, International Coaching Federation
Certification from Cornell University
BA Honors, St. Xaviers
List of other companies in 1. DISA INDIA LIMITED
which directorship is held 2. EVOKEEDGE CONSULTING (OPC) PRIVATE LIMITED
as on 30.09.2025
Chairman/Member of the She is Chairman of the Stakeholder Relationship Committee at Disa
Committees of the Board India Limited
of the other Companies in
which he/she is a director
as on 30.09.2025
Equity Shares held in the Nil
Company as on 30.09.2025
Relationship between Nil
Directors inter-se
----- End of picture text -----

By Order of the Board Ramky Infrastructure Limited Sd/Y.R. Nagaraja Managing Director DIN: 00009810

Place: Hyderabad Date: 29.09.2025