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Directors Report of Ramky Infrastructure Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 24^th Annual Report on the business and operations of your company for the financial year ended March 31, 2018. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

Financial Results

The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2018 is summarized below:

(Rs. in Millions)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations	13464.37	15245.66	15784.97	17185.99
Other Income	3195.36	2464.91	5249.75	3908.24
Total Income	16659.73	17710.57	21034.72	21094.23
Total Expenditure	15,630.08	16761.00	19923.58	20593.77
Profit/(Loss) before taxes	1029.65	949.57	1111.14	500.46
Tax Expense/(Benefit)	380.14	377.41	453.17	342.25
Profit/(Loss) after Tax	655.63	574.42	325.25	(118.98)
Earnings per equity shares in INR	11.36	10.00	5.00	(1.05)
Minority Interest	-	-	39.34	(58.55)
Share of loss from associate companies	-	-	(332.72)	(277.19)

Review of Performance and state of the companyâs affairs Standalone:

During the year under review, members will notice that the standalone revenues have decreased to Rs. 13464.37 Millions from Rs. 15245.66 Millions of the previous year 2016-17, and has profit of Rs. 655.63 Millions as against profit of Rs.574.42 Millions in the previous year 2016-17.

During the year under review, members will notice that the consolidated revenues have also decreased to Rs. 15784.97 Millions from Rs. 17185.99 Millions to the previous year 2016-17.

Consolidated:

The consolidated accounts of your Company broadly represents the EPC business plus the investment that have gone into the 14 wholly owned subsidiaries, 6 Subsidiaries, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries and 10 joint operations of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer businesses.

In accordance with Regulation 34(2) of the listing agreement and in compliance with the provisions of Companies Act, 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting standard AS-23 on Accounting for Investments in Associates and Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in 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 March 31, 2018 is annexed as Annexure - I. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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 is 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.

Dividend and Transfer to Reserves

Your Board of Directors has not recommended any dividend for the financial year 2017-18. No amount is transferred to General Reserve during the financial year 2017-18.

Share Capital

During the period under review there is no change in the Authorised and Paid- up Capital of the Company. The Authorised share capital is Rs. 70,00,00,000 and Paid-up Share Capital is Rs. 57,19,77,910.

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 furnished.

During the period under review, the Share Allotment Committee in its meeting held on 15 December, 2017 has alloted 1,20,00,000 Compulsorily Convertible warrants at a face value Rs.10/- each and at a premium of Rs. 91.00 each to Promoter / Promoter Group and Non-Promoters of the Company.

Directors & Key Managerial Personnel Composition of Board

The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of Two Executive Directors, One NonExecutive Director and Three Independent Directors.

Key Managerial Personnel and changes

There are three Key Managerial Personnel appointed in the Company.

Mr. Y R Nagaraja - Managing Director

Mr. I W Vijaya Kumar - Chief Financial Officer

Mr. Akash Bhagadia - Company Secretary (Appointed w.e.f 30.05.2018)

The Board of Directors at its meeting held on May 30, 2018, appointed Mr. Akash Bhagadia, as the Company Secretary and Compliance Officer and has noted the resignation of Mr. Ashish Kulkarni as Company Secretary and Compliance Officer of the company effective from May 02, 2018.

The Board of Directors at its meeting held on 13.08.2018, has noted the resignation of Mr. Krishna Kumar Gangadharan as Director of the company with effect from 13.08.2018

Proposed Appointments / Re-appointments

(i) Change in Designation of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114), as Non-Executive Director of the Company from Independent Director (w.e.f. 13.08.2018).

(ii) Re-appointment of Director of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114), who retires by rotation and being eligible offers himself for re-appointment.

(iii) Approval of the shareholders is being sought for the appointment of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114) as Director (Non- Executive) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.

(iv) The Board at its meeting held on 30.05.2018 upon recommendation of Nomination and Remuneration Committee and as per written communication from the State Bank of India, Lead banker for nominating Mrs. Mahpara Ali as a nominee director to represent on the Board of the Company on behalf of SBI, had appointed Mrs. Mahpara Ali as the Additional Nominee Director of the Company with effect from May 30, 2018.

Board of Directors has proposed for regularizing the appointment of said Directors in the ensuing Annual General Meeting of the Company.

Number of meetings of the Board

Six (06) Board Meetings were held on 12.06.2017, 28.07.2017, 14.08.2017, 30.09.2017, 08.11.2017 and 09.02.2018 during the year ended on 31st March 2018. The gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and the Listing Agreement.

Declarations by Independent Directors

The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

Board evaluation and assessment

The Company believes 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, 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 chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self-evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non-executive directors to the chairman

- Feedback on management support to the board.

Familiarization Programme for Independent Directors

The Company shall through its Senior Managerial Personnel familiarize the Independent Directors with the strategy, operations and functions of the Company. The Independent Directors will also be familiarized with their roles, rights and responsibilities and orientation on Statutory Compliances as a Board Member.

Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com.

Directorsâ Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directorsâ Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Constitution and Composition of Audit Committee

The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. 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, entered into with the Stock Exchanges, 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 annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.

Statutory Auditors

M/s. M V Narayana Reddy & Co., (FRN.No:002370S), Chartered Accountants have signified their willingness to act as Statutory Auditors of the Company for the further period of 5 years commencing from 24Â®â Annual General Meeting and to carry out audit for financial year 2018-19 to 2022-23.

The Board recommends their appointment as Statutory Auditors of the Company for the further period of 5 years commencing from 24^th Annual General Meeting, subject to the Shareholders approval.

Reporting of Fraud

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

Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting dated 30.05.2018, appointed M/s. S R and Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

A proposal for approval of remuneration of the Cost Auditor for the financial year 2017-18 is placed before the shareholders.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the Company is not mandated for the providing the BRR and hence do not form part of this Report.

Corporate Social Responsibility

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 - II and link to the CSR policy is available at the website http://ramkyinfrastructure.com.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notes to 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 2017-18.

Secretarial Audit Report issued by Mr. N V S S Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2017-18 forms part to this report as âAnnexure - IIIâ.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by the Secretarial Auditor:

Management responses to observations in Auditorâs Report

With reference to observations made in Auditorâs Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2018 have been subjected to an audit by the Statutory Auditors of the Company without qualification.

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 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., http://ramkyinfrastructure.com

Risk Management Framework

Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 100 Listed entities are mandated to constitute a Risk Management Committee. Since the Company is not falling under the above criteria, there is no requirement to constitute such a committee.

However, periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.

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 armâs length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz :http://ramkyinfrastructure.com

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 including certain armâs length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as âAnnexure-IVâ to this report.

Material changes and commitments, if any, affecting the financial position of the company

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future

Public Deposits

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding 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 http:// ramkyinfrastructure.com

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 detailed remuneration policy is available on the website of the Company at http://ramkyinfrastructure.com

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 NIL

The ratio of the remuneration of each Director to the median employeeâs 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 V and forms part of this Report.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is placed on the website of the company viz: http://ramkyinfrastructure.com.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy which is an ongoing process in the Companyâs 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, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss Account.

Internal Audit & Controls

The Company has appointed M/s. J K M R & Co, as Internal Auditors for the financial year 2017-18

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.

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 statues, 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 enjoyed 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 looks 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 and the Bombay Stock Exchange, 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 2017-18 to NSE and BSE where the Companyâs Shares are listed.

Human Resources

Your Company treats its âHuman Resourcesâ 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 of the support and cooperation 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/-

A AYODHYA RAMI REDDY Y R NAGARAJA

Whole Time Director Managing Director

DIN: 00251430 DIN: 00009810

Place: Hyderabad

Date: 13-Aug-2018

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting their 23^rd Annual Report on the business and operations of your company for the financial year ended March 31, 2017.The consolidated performance of the company and its subsidiaries has been referred to wherever required.

Financial Results

The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2017 is summarized below:

Rs. in Millions

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Revenue from operations	15245.66	18284.89	17185.99	20481.81
Other Income	2464.91	3983.79	3908.24	5077.20
Total Income	17710.57	22268.68	21094.23	25559.01
Total Expenditure	16761.00	22057.15	20593.77	25847.82
Profit/(Loss) before taxes	949.57	211.53	500.46	(288.81)
Tax Expense/(Benefit)	377.41	57.74	342.25	63.90
Profit/(Loss) after Tax	574.42	143.86	117.83	(408.06)
Earnings per equity shares in INR	10.00	2.69	(1.05)	(8.16)
Minority Interest	-	-	(58.55)	9.89
Share of loss from associate companies	-	-	(277.19)	(102.00)

Review of Performance and state of the companyâs affairs Standalone:

During the year under review, members will notice that the standalone revenues have decreased to Rs 17710.56 Millions from 22268.68 Millions of the previous year 2015-16, and has profit of Rs. 572.15 Millions as against profit of Rs.153.80 Millions in the previous year 2015-16.

During the year under review, members will notice that the consolidated revenues have also decreased to Rs. 21094.22 Millions from Rs. 25559.02 Millions to the previous year 2015-16, and has profit of Rs.140.63 Millions as against loss of Rs. 352.61 Millions.

Consolidated :

The consolidated accounts of your Company broadly represents the EPC business plus the investment that have gone into the 13 wholly owned subsidiarie s, 6 Subsidiaries, 1 Association of person, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer businesses.

In accordance with Regulation 34(2) of the listing agreement and in compliance with the provisions of companies act 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting standard AS-23 on Accounting for Investments in Associates and Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in 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 March 31, 2017 is annexed as Annexure - I. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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.

Dividend and Transfer to Reserves

Your Board of Directors has not recommended any dividend for the financial year 2016-17. No amount is transferred to General Reserve during the financial year 2016-17.

Share Capital

During the period under review there is no change in the Authorised and Paid-up Capital of the Company. The Authorised share capital is Rs. 70,00,00,000 and Paid-up Share Capital is Rs. 57,19,77,910.

Directors & Key Managerial personnel

Composition of Board

The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of Two Executive Directors, One Non-Executive Director and Three Independent Directors.

Key Managerial Personnel and changes

There are three Key Managerial Personnel appointed in the Company.

1. Mr. Y. R. Nagaraja - Managing Director

2. Mr. I. W. Vijaya Kumar - Chief Financial Officer

3. Mr. Ashish Kulkarni - Company Secretary

The Board of Directors at its meeting held on June 12, 2017, appointed Mr. Ashish Kulkarni as the Company Secretary and Compliance Officer and has noted the resignation of Mr. N. Madhu Sudhana Reddy as Company Secretary and Compliance Officer of the company effective from June 03, 2017

Proposed Appointments / Re-appointments

1. Re-Appointment of Mr. Y. R. Nagaraja as Managing Director of the Company

Mr. Y R Nagaraja was appointed as the Managing Director of the Company w.e.f. April 01, 2012 for a period of five years and his term as a Managing Director was due for renewal expire on March 31, 2017.

The Board at its meeting held on 14.02.2017 upon recommendation of Nomination and Remuneration Committee had re-appointed Mr. Y R Nagaraja as the Managing Director of the Company for a term of 5 years effective from April 01, 2017 subject to approval of shareholders.

2. Re-appointment of Mr. A. Ayodhya Rami Reddy as an Executive Chairman of the Company

Mr. A Ayodhya Rami Reddy, was appointed as an Executive Chairman w.e.f. June 20, 2014 for a period of three years and his term is due for renewal on or before June 20, 2017. Hence, it was proposed to re-appoint him as an Executive Chairman of the Company for a period of 3 Years w.e.f. June 20, 2017.

The Board at its meeting held on 12.06.2017 upon recommendation of the Nomination and Remuneration Committee has re-appointment Mr. A Ayodhya Rami Reddy as an Executive Chairman of the Company for a period of three (3) years w.e.f. June 20, 2017 subject to approval of Shareholders. Further the Board at its meeting held on 14.02.2017 upon recommendation of Nomination and Remuneration Committee has approved the payment of remuneration to Mr. A. Ayodhya Rami Reddy for an amount not exceeding Rs.1.25 Cr. per annum for a period of three (3) years w.e.f. 14.02.2017.

3. Re-appointment of Director in place of Mr. Krishna Kumar Gangad-haran (DIN 00090715), who retires by rotation and being eligible offers himself for re-appointment

Approval of the shareholders is being sought for the appointment of Mr. Krishna Kumar Gangadharan (DIN 00090715) as Director (NonExecutive) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.

Appropriate resolutions for the re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief profiles of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their reappointment as Directors of your Company.

Number of meetings of the Board

Seven Board Meetings were held on 05.04.2016, 30.05.2016, 01.09.2016, 13.09.2016, 13.12.2016, 14.02.2017 and 16.03.2017 during the year ended on 31^st March 2017. The gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and the Listing Agreement.

Declarations by Independent Directors

The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

Board evaluation and assessment

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations The evaluation process covers the following aspects

- Self-evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non-executive directors to the chairman

- Feedback on management support to the board.

Familiarization Programme for Independent Directors

On appointment of the Independent Directors, they will be asked to get familiarized about the Companyâs operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and 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 websitehttp://ramkyinfrastructure.com.

Directorsâ Responsibility Statement

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for that year;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Constitution and Composition of Audit Committee

Corporate Governance

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mr. Manoj Kumar Koyalkar, Practicing Company Secretary, regarding its compliance is annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.

Management Discussion & Analysis

Statutory Auditors

M/s. Chaturvedi & Partners, the Statutory Auditors of the Company have resigned from the office of Statutory Auditors effective from 26^th day of May, 2017 and thus, there arose a casual vacancy in the office of Statutory Auditors of the Company.

M/s. M.V. Narayana Reddy & Co.,(FRN.No:002370S), Chartered Accountants have signified their willingness to act as Statutory Auditors of the Company and to carry out audit for financial year 2016-17 and to hold the office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting of the Company .

The Board vide resolution by circulation has approved the appointment of M/s. M.V. Narayana Reddy & Co.,(FRN.No:002370S), Chartered Accountants as Statutory Auditorâs of the Company w.e.f 26/05/2017, to carry out the audit for the financial year 2016-17, subject to approval of members of the Company.

Further, the Members at the meeting conducted through postal ballot have approved the appointment of M/s. M.V. Narayana Reddy & Co., (FRN. No:002370S) Chartered Accountants, Hyderabad as Statutory Auditors of the Company for the financial year 2016-17, who would hold the office as Statutory Auditors of the Company upto the ensuing Annual general meeting of the members of the Company.

The Board recommends their appointment as Statutory Auditors of the Company for the FY 2017-18 to the Shareholders for their approval.

Reporting of Fraud

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

Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting dated 30.05.2016, appointed M/s. S R and Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2016 - 17. The Board approved their appointment for the FY 2016-17. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

A proposal for approval of remuneration of the Cost Auditor for financial year 2016-17 is placed before the shareholders.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Corporate Social Responsibility

Ramky Infra has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. You are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve. 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 - II and link to the CSR policy is available at the website http://ramkyinfrastructure.com.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notes to 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. Manoj Kumar Koyalkar, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by Mr. Manoj Kumar Koyalkar, Practicing Company Secretary in Form MR-3 for the financial year 2016-17 forms part to this report as âAnnexure - IIIâ.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by the Secretarial Auditor:

Observations	Management replies/ response
As on March 31, 2017, undisputed dues in respect Provident Fund, Employees State Insurance and Gratuity, have not been regularly deposited with the appropriate authorities and there have been delays in number of cases	Management shall ensure and take appropriate steps for timely compliance of various laws.
There was delay of one day in submission of financial results of the company for quarter & year ended 31st March, 2016 with NSE & BSE in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements), 2015	Management shall ensure that filings will be made within statutory timelines.
There was delay in filing of Form IEPF-2 by the Company for financial year 2015-16
There was delay in filing of prescribed forms with MCA beyond time limit of 30 days, but within 300 days and in respect of which Company has paid additional fee.

Management responses to observations in Auditorâs Report

With reference to observations made in Auditorâs Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2017 have been subjected to an audit by the Statutory Auditors of the Company without qualification.

S.No.	Emphasis matters in Standalone financials	Management Response
1	Note 49 to the standalone Ind AS financial statements in respect of existence of material uncertainties over the realisability of certain construction work in progress, trade receivables and loans and advances aggregating to Rs. 4415.49 mn, which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company, keeping in view the status of negotiations and the outcome of arbitration proceedings on the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress / termination of these projects, and lack of other alternate audit evidence to corroborate managementâs assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable.	The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable.
2	Note 51 to the standalone Ind AS financial statements with regard to insurance claim due to floods on one of the Holding Companyâs project in Srinagar, Jammu and Kashmir, the Holding Company has recognized insurance claim revenue aggregating to Rs. 219.73 mn to the extent measured reliably and accounted/ charged off related additional costs incurred towards damage by floods.	The Management is confident that no material adjustment will be required
3	Note 52 to the standalone Ind AS financial statements in respect of write back of the âliabilities no longer requiredâ outstanding for a long period aggregating to Rs. 1208.29 mn. The management of the Holding Company is confident that the liabilities no longer required and no material adjustment will be required.	The Management has written off the liabilities which were not required any longer considering its nature and those liabilities would not recur in future
4	Note 53 to the standalone Ind AS financial statements in respect of profit on sale of land of Rs.636.07 Mn	The Company has sold an industrial land procured for the purpose of developing industrial parks in order to settle its debt obligation. The profit represents the sale value in excess of carrying cost of the asset.
Our opinion is not qualified in respect of these matters.

S.No.	Emphasis matters in Consolidated financials	Management Response
1	Note 21 to the consolidated Ind AS financial statements in respect of existence of material uncertainties over the realisability of certain construction work in progress, trade receivables and loans and advances aggregating to Rs. 4415.49 mn, which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company, keeping in view the status of negotiations and the outcome of arbitration proceedings on the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress / termination of these projects, and lack of other alternate audit evidence to corroborate managementâs assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable.	The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable.
2	Note 23 to the consolidated Ind AS financial statements with regard to insurance claim due to floods on one of the Holding Companyâs project in Srinagar, Jammu and Kashmir, the Holding Company has recognized insurance claim income aggregating to Rs. 219.73 mn to the extent measured reliably and accounted/ charged off related additional costs incurred towards damage by floods.	The Management is confident that no material adjustment will be required
3	Note 24 to the consolidated Ind AS financial statements in respect of write back of the âliabilities no longer requiredâ outstanding for a long period aggregating to Rs. 1208.59 mn. The management of the Holding Company is confident that the liabilities no longer required and no material adjustment will be required.	The Management has written off the liabilities which were not required any longer considering its nature and those liabilities would not recur in future

4	In respect of N.A.M. Expressway Limited, a Jointly Controlled Entity (where the Companyâs interest is accounted under equity method) whereby the Statutory Auditors of the said Jointly Controlled Entity have drawn attention that
^a)	there is cost overrun on the project to the extent of Rs. 3643.60 mn which includes Rs. 1393.20 mn during the year and Rs. 2250.40 mn incurred in previous year; (Refer Note 26 (5) to the consolidated Ind AS financial statements); and	The cost overrun is duly approved by the Lenders and noted by the authorities in compliance of the provisions prescribed in the concessionaire agreement.
b)	in respect of Intangible assets, carried at Rs.19936.44 mn, technical evaluation is made by the experts / internal management with respect to estimated units of usage and toll rates used over respective concession period for amortisation of Intangible assets and the provision for overlay expenditure/liability and the timing of the same. Further, fair value of construction services is arrived at based on internal evaluation by the Management of the construction margin.	Estimates and assumptions used over concession period for amortisation of the intangible assets are based on expertâs recommendation and the fair value of the construction services is arrived without construction margin.
5	Note 2.1(b), 2.5 and 2.13 to the consolidated Ind AS financial statements in respect of Sehore Kosmi Tollways Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that
^a)	in respect of Intangible assets, carried at Rs.223.08 mn, technical evaluation is made by the experts/internal management with respect to estimated units of usage and toll rates used over respective concession period for amortisation of Intangible assets.	Estimates and assumptions used over concession period for amortisation of intangible assets are based on experts recommendation.
b)	the Financial Assets covered under Service Concession arrangements, included as a part of Receivable against Service Concession Agreements, carried at Rs. 626.33 mn and revenue recognised thereon based on the Effective Interest Method which in turn is based on evaluations of the future operating and maintenance costs and the overlay/renewal costs and timing thereof.	Revenue recognition based on the efective interest method and measurement of financial assets are calculated / arrived in accordance with the Indian Accounting Standards.
6	Note 26 (2) to the consolidated Ind AS financial statements in respect of Hospet Chitradurga Tollways Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention in respect of the termination of the project by the company and National Highways Authority of India (NHAI) â the Concessioning Authorityâ. Since the company is a project specific company, termination of project affects the Going concern nature of the company.	The project has been terminated by mutual consent with the authorities. Since, the main objects of the company has not been realised, the management is in the process of winding up the SPV company.
7	Note 28 (6) to the consolidated Ind AS financial statements in respect of Ramky Elsamex Hyderabad Ring Road Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that regarding certain aged receivables / retentions, the realizations are not in line with terms of the Concession agreement with Hyderabad Metropolitan Development Authority (HMDA). Now the matter is pending before the Arbitral Tribunal. The Management believes that these amounts are recoverable in full.	Management believes that these amounts are recoverable in full. Matter is pending before arbitral tribunal. So, consequential financial impact will be known only when the matter is resolved
8	Note 26 (1) to the consolidated Ind AS financial statements in respect of M/s Ramky Pharma City (India) Limited (âRPCILâ), a subsidiary, whereby the auditors have reported that the uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) and attachment order of the Enforcement Directorate in respect of certain assets of the Company. The management believes that it has complied with the provisions of the concession agreement. Accordingly, any consequential financial impact of the said regulatory action will be known only when the matter is resolved.	Management believes that it has complied with the provisions of concession agreement while consequential financial impact would be known only when matter is resolved.
9	Note 2.5 to the consolidated Ind AS financial statements in respect of Srinagar Banihal Expressway Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that the Financial assets covered under Service Concession arrangements, included as a part of Receivable against Service Concession Arrangements, carried at Rs.13325.41 mn and revenue recognized thereon based on the effective interest method in turn is based on evaluations of the future operating and maintenance costs and the overlay / renewal costs and timing thereof.	Revenue recognition based on the efective interest method and measurement of financial assets are calculated / arrived in accordance with the Indian Accounting Standards.
Our opinion on the consolidated Ind AS financial statements is not qualified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Whistle Blower Policy/Vigil Mechanism

Risk Management Framework

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2017, the Company has not received any complaints pertaining to Sexual Harassment.

Particulars of Contracts or arrangements with related parties

The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz : http://ramkyinfrastructure.com

Material changes and commitments, if any, affecting 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 companyâs operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future

Public Deposits

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

Material Subsidiary Policy

Remuneration Policy

Particulars of Employees

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is appended as âAnnexure -VIâ to this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy which is an ongoing process in the Companyâs construction activities and the same is not furnished as the relvant rule is not applicable to your company.

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

Internal Audit & Controls

The Company has appointed M/s. BDO & LLP, as its Internal Auditors for the financial year 2016-17 in place of exiting internal auditors, M/s. J S Sundaram & Co., Internal Auditors, in the Board Meeting held on 14^th day of February, 2017.

Internal Financial Control Systems

Industrial Relations

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Companyâs Shares are listed.

Human Resources

Your Company treats its âhuman resourcesâ 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 of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.

For and on behalf of the Board of

Ramky Infrastructure Limited

Sd/- Sd/-

A. Ayodhya Rami Reddy Y.R.Nagaraja

Hyderabad, Executive Chairman Managing Director

July 28, 2017 DIN: 00251430 DIN: 00009810

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of your company for the financial year ended March 31, 2015.

Financial Results

The standalone financial performance of the Company for the financial year ended March 31, 2015 is summarized below:

(Rs. in Crores)

Particulars 2014-15 2013-14

Revenue from operations 1079.74 1755.09

Other Income 34.93 22.94

Total Income 1114.67 1778.03

Total Expenditure 1780.76 2401.46

Profit/(Loss) before taxes (666.09) (623.43)

Tax Expense/(Benefit) (220.61) (191.32)

Profit/(Loss) after Tax (445.48) (432.11)

Earnings per equity shares in Rs. (77.89) (75.55)

Review of Performance and state of the company's affairs

During the year under review, the company's performance was affected due to macro and micro industry concerns such as liquidity issues, delay in hand over of land for road projects, delay in receivables from the clients and other factors prevailing in the industry/sector. The company is making all measures to overcome those constraints by either terminating or foreclosure of the contracts, speeding up the execution of works which are on the verge of completion, making claims and claiming cost escalation or cost overruns whereever the contract agreements permits etc.

During the year under review, members will notice that the standalone revenues have declined by 38.48% to Rs. 1079.74 crores from Rs. 1755.09 crores of the previous year 2013-14, while the Loss after tax was at Rs. 445.58 crores from Loss after tax of Rs. 432.11 crores achieved during the previous year 2013-14.

During the year under review, members will notice that the consolidated revenues have declined by 31.54% to Rs. 1644.13 crores from Rs. 2401.70 crores of the previous year 2013-14, while the Loss after Tax was at Rs. 482.96 crores from Loss after tax of Rs. 414.85 crores achieved during the previous year 2013-14.

Dividend and Transfer to Reserves

In view of the losses incurred in the financial year 2014-15, your Board of Directors has not recommended any dividend for the financial year 2014-15 and no amount has been transferred to General Reserve during the financial year 2014-15.

Share Capital

During the period under review there is no change in the Authorised and paid up capital of the Company. The Authorised share capital is Rs. 70,00,00,000 and paid up share capital is Rs. 57,19,79,910.

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 furnished.

Directors & its board meetings:

The following persons were appointed as Additional Director of the Company during the year under report:

S. No Name of the Director Date of Appointment

1 Mr. G. Krishna Kumar 13.11.2014

2 Mrs A. Rama Devi 13.02.2015

Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Mr. A.Ayodhya Rami Reddy as Director (executive Chairman) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. Your Board recommends his re- appointment.

Mr. G. Krishna Kumar was inducted as an Additional Director on the Board. As per the provisions of Section 161 of the Companies Act, 2013, he holds office only up to the date of the Annual General Meeting of the Company. Approval of the Shareholders is being sought for his appointment as Director (Non Executive ) in the ensuing Annual General Meeting pursuant to the provisions of the Section 160 of the Companies Act, 2013. Being eligible, the Board recommends his appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, Mrs.A.Rama Devi was appointed as Additional and Independent Directors of your Company up to 5 (five) consecutive years.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/reappointment as Directors of your Company.

Resignation

Mr. Rajiv Maliwal, Mr. V.Harish Kumar, Mr. Rajasekhara Reddy and Dr Archana Niranjan Hingorani, Directors of the company submitted their resignation vide letter dated 13 November 2014. The board of directors at their meeting held 13 November 2014 have accepted the same and placed on record its sincere appreciation for the services rendered to the company.

Number of meetings of the board :

Six Board Meetings were held during the year ended on 31st March 2015. The gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section 149(6) of the Companies Act, 2013 confirming their independence vis-Ã -vis the Company.

Board evaluation and assessment;

The company believes 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, 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 collobaration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

Familiarisation Programme for Independent Directors

The Company shall through its Senior Managerial personnel familiarise the Independent Directors with the strategy, operations and functions of the Company. The Independent Directors will also be familiarised with their roles, rights and responsibilities and Orientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors, they will be asked to get familiarised about the Company's operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/ its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com.

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 the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mr. Manoj Kumar Koyalkar, Practising Company Secretary regarding its compliance is annexed and forms part of this Report. Your company will continue to adhere in letter and spirit to good corporate governance policies.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.

Consolidation of Accounts

The standalone accounts of your Company broadly represents the EPC business plus the investment that have gone into the 13 wholly owned subsidiaries, 6 Subsidiaries, 1 Association of person, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer business.

In accordance with clause 32 of the listing agreement and in compliance with the provisions of companies act 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting standard AS-23 on Accounting for Investments in Associates and Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in 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 March 31, 2015 is annexed. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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.

Statutory Auditors

M/s.Chaturvedi & Partners, Chartered Accountants, New Delhi, Statutory Auditors are the auditors appointed under causal vacancy.

M/s Chaturvedi & Partners, Chartered Accountants, New Delhi bearing ICAI Registration No. 307068E are proposed to be appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the fourth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Chaturvedi & Partners, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under.

The Board of Directors and the Committee thereof, recommend the appointment. Appropriate resolutions form part of the agenda at the ensuing Annual General Meeting.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/ 2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Corporate Social Responsibility

Ramky Infra has been pursuing CSR activities long before they were made mandatory under the companies act 2013. You are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve. 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 - B and link to the CSR policy is available at the website http:/ /ramkyinfrastructure.com.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notes to the Financial Statements.

Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting dated 20 June 2014, appointed M/s. R.Srinivas Rao, Cost Accountants as the Cost Auditors of the Company for the financial year 2014 - 15. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

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.Manoj Kumar Koyalkar, Practising company secretary was appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by Mr.Manoj Kumar Koyalkar, Practising company secretary in Form MR-3 for the financial year 2014-15 forms part to this report as Annexure - C. The said report contains observation as under

I further report that as on March 31, 2015, undisputed dues in respect Provident Fund, Employees State Insurance and Gratuity, have not been regularly deposited with the appropriate authorities and there have been delays in number of cases.

The company has incurred losses during this financial year and last financial year. Due to severe liquidity constraints, there have been delays in payment of the Provident Fund, Employees State Insurance dues and gratuity, the company has made provision for payment of statutory dues in the restructure package approved under JLF and the company will be able to address the crisis through restructure arrangement with existing lenders, the restructure package inter-alia includes for funding of such dues whereby we can clear the dues.

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 applicable provision of clause 49 of the listing agreement entered with stock exchanges, 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 http://ramkyinfrastructure.com.

Risk Management Policy

The board of directors has formed a risk management committee to identify, evaluate, mitigate and monitor the risks associated with the business carried by the company. The committee reviews the risk management plan and ensures its effectiveness. A mechanism has been put in place which will be reviewed on regular intervals.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harassment.

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were in the ordinary course of business of the company and were on arm length basis. There were no materially significant related party transactions entered by the company during the year with the promoters , directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz : http:// ramkyinfrastructure.com.

Since all the related party transactions entered into by the company were in the ordinary course of business and were on arm length basis , the requirement of furnishing the requisite particulars in form AOC -2 is not applicable.

Material changes and commitments, if any, affecting the financial position of the company

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

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 deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

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 appended as Annexure D to this Report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E to this Report.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure F to this Report.

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 relative 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, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss Account.

MANAGEMENT REPLIES TO AUDITORS REPORT

- Standalone and Consolidated financial reports:

With reference to observations made in Auditor's Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2015 have been subjected to an audit by the Statutory Auditors of the Company and a qualified report has been issued by them thereon

Qualifications matters - Standalone and consolidated financials

1. With respect to the deferred tax assets amounting to Rs. 409.08 Crore :

The Company has recognized deferred tax asset on unabsorbed depreciation, business losses and other timing differences incurred by the Company during the year. Based on estimated realization of reasonable margin on existing contracts on hand and future contracts, the Management is confident of sufficient future taxable income for realization of deferred tax assets.

2. Impact of floods on one of the Company's project in Srinagar, Jammu and Kashmir

The Company has lodged an insurance claim in this regard and the management is confident of realising the insurance claim and therefore there will be no consequential material adjustment for loss of project materials and assets will be required.

3. The statutory auditors of the Company have also drawn Emphasis in their review report (Standalone and consolidated financials) with respect to

a. Material uncertainties over the realisability of certain construction work in progress, trade receivables and loans and advances aggregating to Rs. 580.78 crores, which are subject matters of arbitration proceedings/ negotiations

The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable.

4. Other observations - Statutory Compliances:

a. Delays caused in remitting the statutory dues towards Provident Fund, Employees State Insurance, Income tax deducted at source, Works contract Tax deducted at source, Sales tax and Service Tax to the concerned authorities is primarily due to non realization of trade receivables, retention and advances from clients and other authorities due to arbitrations/disputes due to which the company is facing severe liquidity crisis.

However we are able to address the crisis through restructure arrangement with existing lenders, the restructure package inter-alia includes for funding of such dues whereby we can clear the dues

b. Defaulted in repayment of dues to bankers : The default in repayment of dues to the banks have been regularised post restructure arrangement with lenders of the company under JLF .

5. Emphasis matters in consolidated financials

a. the uncertainty in connection with the charge sheet filed by Central Beuro of Investigation (CBI) and attachment order of the Enforcement Directorate in respect of certain assets of the company.

The Management believes that the project of RPCIL is being carried out in accordance with the provisions of the Concession Agreement executed between RPCIL and Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC) after obtaining the requisite approvals and following the due process of law.

b. in respect of the insurance claim filed by the Company, towards loss caused by HUDHUD cyclone in Pharma City.

The Company has lodged an insurance claim in this regard and the management is confident of realising the insurance claim and therefore there will be no loss caused by HUDHUD cyclone in Pharma City.

c. With respect of contract terminated/foreclosed by certain subsidiaries and no business being carried out by a subsidiary and no business in hand which affect the going concern assumption of those companies- notes of account is self- explanatory and therefore do not call for any further comments

d. Revenue and receivables of Rs. 408.96 crores, recognised on the basis of fair value of consideration for construction services and the effective interest rate in the case of financial assets covered under service concession arrangements.

As per the Draft Guidance note on Service Concession Arrangements, the company has accounted for service concession arrangements for applicable BOT projects.

INDUSTRIAL RELATIONS

The company enjoyed 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 looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co- operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.

For and on behalf of the Board of

Ramky Infrastructure Limited

Mr.Y.R.Nagaraja Alla Ayodhya Rami Reddy

Hyderabad Managing Director Executive Chairman

August 13, 2015 (DIN:00009810) (DIN: 00251430)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of your company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial year ended March 31, 2014 is summarized below:

(Rs.in Crores)

Particulars 2013-14 2012-13

Gross Turnover 1755.09 3038.62

Other Income 22.94 32.19

Total Income 1778.03 3070.81

Total Expenditure 2401.46 2980.18

profit/(Loss) before Inter- (382.91) 302.24 est, Depreciation & Tax

Profit/(Loss) before taxes (623.43) 90.64

Tax Expense/(Benefit) (191.32) 30.71

Profit/(Loss) after Tax (432.11) 59.93

Balance brought forward 541.71 481.78

from previous year

Profit available for appro- 109.60 541.71 priation

Balance carried to Balance Sheet 109.60 541.71

REVIEW OF PERFORMANCE

During the year under review, the overall performance of the company was reasonable considering to the sector/market conditions.

During the year under review, Members will notice that the revenues have declined by 42.24% to Rs. 1755.09 crores from Rs. 3038.62 crores of the previous year 2012-13, while the Loss before Tax was at Rs. 623.43 crores from profit before tax of Rs. 90.64 crores achieved in the previous year 2012-13.

The loss after tax was at Rs. 432.11 crores from profit after tax of Rs. 59.93 crores reported in the previous year. The earnings per share was Rs. (75.55) as compared to Rs. 10.48 in the previous year 2012-13.

DIVIDEND

As there are no profits during the year, the Board of Directors have not recommended any dividend for the FY 2013-14.

TRANSFER TO RESERVES

During the financial year under review, there were no transfers to Reserves.

SHARE CAPITAL

During the period under review there is no change in the Authorised and paid up capital of the Company.

DIRECTORS

The following person was appointed as Additional Director of the Company during the year under report:

S.No Name of the Director Date of Appointment

1 Mr A.Ayodhya Rami Reddy June 20, 2014

Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Dr.Archana Niranjan Hingorani, Director of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer herself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. Your Board recommends her re- appointment.

Mr.Ayodhya Rami Reddy was inducted as Additional Director on the Board As per the provisions of Section 161 of the Companies Act, 2013, he holds office only up to the date of the Annual General Meeting of the Company. Approval of the Shareholders is being sought for his appointment as Director in the ensuing Annual General Meeting pursuant to the provisions of the Section 160 of the Companies Act, 2013. Being eligible, the Board recommends his appointment

The Board of Directors at their meeting held on 20th June , 2014,subject to the approval of the shareholders at the ensuing Annual General Meeting, considered and approved the appointment of Mr. A.Ayodhya Rami Reddy as the Executive Chairman of your Company for a term of three (3) years commencing from20 June 2014 to 19 June 2017.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Dr.A.G. Ravindranath Reddy, Mr. Rajasekhara Reddy, Mr. V. Murahari Reddy and Mr. V. Harish Kumar as Independent Directors of your Company up to 5 (five) consecutive years up to on 31st March, 2019.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/reappointment as Directors of your Company.

Resignation

Mr. Kamlesh Shivji Vikamsey has expressed his inability to continue on the board due to his elevation as audit committee advisory chairman of UNDP, Newyork and to comply with the limit in no of directorship as provided u/s 165 and submitted his resignation vide letter dated 14 June 2014.The board of directors at their meeting held 20 June 2014 have accepted the same and placed on record its sincere appreciation for the services rendered to the company and the contribution made both during his tenure as audit committee chairman and chairman of the company

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the financial year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mrs. Bindu Kilari, Practising Company Secretary regarding its compliance is annexed and forms part of this Report. Your company will continue to adhere in letter and spirit to good corporate governance policies.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis forms part of this Annual Report.

CONSOLIDATION OF ACCOUNTS

The standalone accounts of your Company broadly represents the EPC business plus the investment that have gone into the 13 wholly owned subsidiaries, 6 Subsidiaries, 1 Association of person, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer business.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Annual Report of the parent Company. Accordingly the Company has availed the exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary Companies.

A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2014 is annexed. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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.

AUDITORS

M/s. Visweswara Rao & Associates, Chartered Accountants, Hyderabad & M/s B S R & Co.,LLP Chartered Accountants, Hyderabad, the Joint statutory Auditors are the retiring auditors at this AGM and the Joint statutory auditors expressed their intention not to be re appointed at the ensuring Annual General Meeting. The Board places on record its appreciation of the services rendered by the Joint Statutory Auditors.

M/s Walker Chandiok & Co.LLP, Chartered Accountants bearing ICAI Registration No. (001076N/N500013) are proposed to be appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the sixth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing 20th Annual General Meeting As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Walker Chandiok & Co.LLP, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under.

The Board of Directors and the Committee thereof, recommend the appointment. Appropriate resolutions form part of the agenda at the ensuing Annual General Meeting.

BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/ DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

COST AUDIT COMPLIANCE REPORT

As per the Companies (Cost Accounting Records) Rules, 2011, every Company which is engaged in production, processing, manufacturing and mining activities and the aggregate value of net worth as on the last date of the immediately preceding financial year exceeds Rs. 5 crores or aggregate value of Turnover during the immediately preceding financial year exceeds Rs. 25 crores or whose securities are listed or in the process of listing is required to submit a Compliance Report by a Cost Accountant to the Central Government .

The Company has obtained the said Compliance Report for FY 2013 - 14 from Mr. R Srinivasa Rao, Practicing Cost Accountant.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

STATUTORY INFORMATION

A statement containing the Particulars of employees who were in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month pursuant to provisions of Section 217(2A) of the companies act, 1956 are set out as Annexure to this Report. None of the Employees listed in the annexure is related to any director of the company.

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 relative 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 Outgo3

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss Account.

MANAGEMENT REPLIES TO AUDITORS REPORT

With reference to observations made in Auditor''s Report, the notes of account is self-explanatory and therefore do not call for any further comments.

The results for the year ended March 31, 2014 have been subjected to an audit by the Statutory Auditors of the Company and a qualified report has been issued by them thereon

Recognition of Deferred tax Asset :

The Company has recognized deferred tax asset on unabsorbed depreciation, business losses and other timing differences incurred by the Company during the year. Based on estimated realisation of reasonable margin on existing contracts on hand, the Management is confident of the virtual certainty of sufficient future taxable income for realisation of deferred tax assets as enunciated in Accounting Standard 22 "Accounting for Taxes on Income" (AS 22).

Emphasis Matters - Standalone & Consolidated financials

Search & Seizure:

During the previous year a search and seizure operation under Section 132 of the Income Tax Act, 1961 was carried out by the Income Tax Authorities on the Company''s premises. At the time of search, the Company was not able to substantiate some transactions to the satisfaction of the Income Tax Department. While the transactions can be substantiated, to avoid dispute with the Income Tax department, the Company has accepted for additional disallowance of expenses and filed revised returns for the respective previous years with the Income Tax Department for amount contended. The resulting tax exposure of Rs. 10.78 crores (including penal interest of Rs. 2.84 crores) has been disclosed as tax expense relating to prior years in the audited standalone financial statements.

During the previous year a search and seizure operation under Section 132 of the Income Tax Act, 1961 was carried out by the Income Tax Authorities on the Company''s premises and survey on its subsidiaries premises. At the time of search, the Group was not able to substantiate some transactions to the satisfaction of the Income Tax Department. While the transactions can be substantiated, to avoid dispute with the Income Tax department, the Group has accepted for additional disallowance of expenses and filed revised returns for the respective previous years with the Income Tax Department for amount contended. The resulting tax exposure of Rs. 12.84 crores (including penal interest of Rs. 3.92 crores) has been disclosed as tax expense relating to prior years in the consolidated financial statements.

Contracts pursued on account of foreclosure :

During the year ended 31 March 2014, an amount of Rs. 77.63 crores (including amount pertaining to advances, retention money, contract work- in-progress and performance bank guarantees invoked) is receivable from customers against the contracts not been pursued on account of foreclosure by the Company/ disputes with customers. The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable.

Attachment order of Enforcement Directorate of certain assets of, M/s Ramky Pharma City (India) Limited ("RPCIL") :

During the previous year Ramky Pharma City (India) Limited ("RPCIL") (a Subsidiary of Ramky Infrastructure Limited), had received a provisional attachment order under Section 5 (1) of the Prevention of Money Laundering Act, 2002 (''the Act'') from Enforcement Directorate ("ED") dated 7 January 2013 for attachment of assets/properties valued at Rs. 133.74 crores comprising Land and facilities valuing Rs. 130.54 crores and mutual funds of Rs. 3.20 crores, which during the current quarter has been transferred in name of ED. The Adjudicating Authority (the "AA") has through his order dated 6 June 2013 confirmed the provisional attachment order. On 24 July 2013 the Company has filed an appeal before the Appellate Tribunal contesting the order passed by the AA. In the meantime the office of Joint director, Enforcement Directorate, Hyderabad Zonal office had served a notice dated 3 October 2013 for taking possession of the referred properties under Section 8(4) of the Act. RPCIL has contested the said Order before the Appellate Tribunal. The Appellate Tribunal has considered the appeal and stayed the proceeding till the next date of hearing. The Management believes that the project of RPCIL is being carried out in accordance with the provisions of the Concession Agreement executed between RPCIL and Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC) after obtaining the requisite approvals and following the due process of law. Since the mutual funds has been transferred in the name of ED, same has been classified under other current assets in consolidated financial statements

other observations - Statutory Compliances:

Delays caused in remitting the statutory dues towards TDS - Income Tax; Service Tax, VAT, Provident Fund, ESI and Profession Tax to the concerned authorities due to liquidity issues with the Company.

During the year the Company has delays repayment of principal and interest to various banks aggregating to Rs. 98.89 Crores. The delay in repayment of principal and interest ranges from 1 to 9 to 189 days. The letter of Credit amounting to Rs. 13.00 Cr to Axis Bank and Rs. 1.60 Cr to Punjab National Bank were subsequently paid. The delays were caused mainly due liquidity issues within the Company.

Inventory and Fixed Assets

Company is engaging external agencies for verification of Inventory and Fixed assets on quarterly basis, to improve the record keeping and processes adopted in this regard.

Internal audit:

In line with change of statutory auditors, new Internal audit firm is engaged for improving the internal audit reporting and emphasis on the improvements required.

CORPORATE SOCIAL RESPONSIBILITY:

You will be glad to note that your company had established a charitable trust "Ramky Foundation" as part of its Corporate Social Responsibility. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve. A Report on CSR is provided elsewhere and forms part of this Annual Report.

INDUSTRIAL RELATIONS

The company enjoyed 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 looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co- operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.

for and on behalf of the Board of Ramky Infrastructure Limited

Hyderabad Alla Ayodhya Rami Reddy August 14, 2014 Executive Chairman (DIN: 00251430)

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of your Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Rs.in Crores)

Particulars 2012-13 2011-12

Gross Turnover 3038.62 3094.25

Other Income 32.19 37.50

Total Income 3070.81 3131.75

Total Expenditure 2980.18 2918.35

Profit before Interest,

Depreciation, & Tax 302.24 360.20

Profit before taxes 90.64 213.40

Tax Expense 30.71 69.72

Profit after Tax 59.93 143.68

Balance brought forward from previous year 481.78 403.67

Profit available for appropriation 541.71 547.35

Provision for tax on earlier years and excess dividend tax written back 65.57

Balance carried to Balance Sheet 541.71 481.78

REVIEW OF PERFORMANCE

During the year under review, the overall performance of the company was reasonable considering to the sector/market conditions.

During the year under review, Members will notice that the revenues have marginally declined by 1.80 % to Rs. 3038.62 crores from Rs. 3094.25 crores of the previous year 2011-12, while the Profit before Tax decreased by 57.53% to Rs. 90.64 crores from Rs. 213.40 crores achieved in the previous year 2011-12.

The profit after tax decreased by 58.28% to Rs. 59.93 crores from Rs. 143.68 crores reported in the previous year. The earnings per share was Rs. 10.48 as compared to Rs. 25.12 in the previous year 2011-12.

During the year under review, your Company was awarded projects totalling to Rs. 1,251 crores across all verticals, with the result the order book at year end stood at a healthy Rs. 11,963 Crores as compared to previous year end order book balance of Rs. 13,703 crores

OUTLOOK

A much greater emphasis on infrastructure is expected in the Twelfth Plan. The construction industry needs to focus on enhancing its capacity on one hand, and improving project delivery on the other. The Planning commission pegs the gap in the delivery capacity of the construction industry at 45-50 per cent. Given an average investment of about Rs. 10 trillion in infrastructure per year in the Twelfth Plan, the investment in the construction industry is estimated at about Rs. 6.2 trillion annually (at a 62 per cent weighted average factor of construction activity in infrastructure). The Planning Commission estimates the current delivery capacity of the Indian construction industry at Rs. 4.15 trillion per annum. Thus, the total additional investment required by the construction industry per year is Rs. 2.1 trillion.

The negative effects of global recessionary conditions are being attenuated by various countries through huge investments in infrastructure and India is no exception in this regard. The key to global competitiveness of the Indian economy lies in building world class infrastructure with service delivery at economical rates.

As infrastructure investments are sluggish, construction industry is facing demand pressure. Order execution remains slow due to weak macroeconomic environment and delays in government clearances, shifting of utilities, etc. the financial profile of construction companies has also deteriorated in the last few years owing to poor profitability and increase in BOT exposure.

The strong order book position coupled with thrust given by the government for infrastructure sector augurs well for company, being one of the leading companies in infrastructure development. The company is recognised for its well organised and timely completion of projects with quality consciousness. Ramky Infra is exploring international business opportunities to scale up its business in the years to come.

A harmonised list of main sectors and sub-sectors of infrastructure approved by government to serve as a guide for all agencies responsible for supporting infrastructure is a welcome move.

DIVIDEND

Although your Company has earned profits during the year, the Board of Directors have decided to plough back the profits into the Company. Therefore, your Directors have not recommended any dividend for the FY 2012-13.

TRANSFER TO RESERVES

During the financial year under review, there were no transfers to Reserves.

SHARE CAPITAL

During the period under review there is no change in the Authorised and paid up capital of the Company.

IPO FUNDS

The company has raised an amount of Rs. 350 Crores through initial public offer during the year 2010-11. The following are the details of IPO proceeds pending utilisation:

(Rs. in Crores)

Particulars For the year ended/As at

Note March 31, March 31, 2012 2013

Opening unutilised A 24.35 6.62

Utilisation of funds Investment in capital equipment 17.43 6.62

Working capital requirements

Repayment of term loans

General corporate purposes 0.20

IPO expenses 0.10

Total funds utilised B 17.73 6.62

Unutilised IPO money C=(A-B) 6.62

DIRECTORS

The following person was appointed as Additional Director of the Company during the year under report:

Sl.No. Name of the Director Date of Appointment

1 Mr Rajasekhara Reddy November 08, 2012

Proposed Appointments:

The following appointments to the Board are proposed:

a. Approval of the shareholders is being sought for the appointment of Mr. Rajiv Maliwal and Mr.Kamlesh Shivji Vikamsey, Directors of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment in accordance with the provisions of the Companies Act, 1956 and pursuant to Articles of Association of the Company.

b. Mr.Rajasekhara Reddy was inducted as Additional Director on the Board during the year under report. As per the provisions of Section 260 of the Companies Act, 1956, he holds office only up to the date of the Annual General Meeting of the Company. Approval of the Shareholders is being sought for his appointment as Director liable to retire by rotation in the ensuing Annual General Meeting pursuant to the provisions of the Section 257 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, with respect to Directors'' Responsibility

Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a ''''going concern'''' basis.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mrs. Bindu Kilari, Practising Company Secretary regarding its compliance is annexed and forms part of this Report. Your company will continue to adhere in letter and spirit to good corporate governance policies.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis forms part of this Annual Report.

CONSOLIDATION OF ACCOUNTS

The standalone accounts of your Company broadly represents the EPC business plus the investment that have gone into the 13 wholly owned subsidiaries, 7 Subsidiaries, 2 jointly controlled entities & 1 Associate and 3 Step down Subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer business.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Annual Report of the parent Company. Accordingly the Company has availed the exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary Companies.

A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2013 is annexed. The annual

accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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.

AUDITORS

The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Joint Statutory Auditors of the Company till the conclusion of next Annual General Meeting. The Company has received their offer in writing about their willingness for re-appointment as Joint Statutory auditors of your Company along with a Certificate under Section 224 (1B) of the Companies Act, 1956.

The Joint Auditors M/s B S R & Co., Chartered Accountants, Hyderabad who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Joint Statutory Auditors of the Company till the conclusion of next Annual General Meeting. The Company has received their offer in writing about their willingness for reappointment as Joint statutory auditors of the Company along with a Certificate under Section 224 (1B) of the Companies Act, 1956.

The Board of Directors and the Committee thereof, recommend their respective re-appointments. Appropriate resolutions form part of the agenda at the ensuing Annual General Meeting.

REPLIES TO AUDITORS REPORT

With reference to observations made in Auditor''s Report, the notes of account is self-explanatory and therefore do not call for any further comments.

The results for the year ended March 31, 2013 have been subjected to an audit by the Statutory Auditors of the Company and an unqualified report has been issued by them thereon

Emphasis matter: Income Tax Department has carried out Search and Seizure operations under section 132 of the Income Tax Act, 1961 at the company''s premises in Hyderabad and other locations on 7th February 2013 and has collected certain information and records. Later the company was served summons u/s 131 of the Act, which was received by Company on 28th May 2013 for furnishing of additional information, which was furnished to the Department. The Income Tax Department has not served any demand in connection with the search carried on the Company.

The management firmly believes that the business of the company is being carried out with accepted business practices and with prudence and it has complied with the requirements of the Act.

Pending completion of the proceedings, the final outcome of the search and seizure operation and the consequent tax liability, if any is currently not ascertainable.

Inventory: Currently the Company is maintaining the records of inventory manually and by way of posting entries in Tally. The Company now embarked the implementation of SAP where the data compared in the MM module, which further strengthen the process of inventory accounting. The implementation is taken in phased manner, so as to improve the systems and controls.

Internal Audit System: Currently the internal audit is handled by company''s IMAT team and external auditors. Detailed calendar is worked out and major projects are covered twice in a year. The company is on continuous focus of improvement by supplementing additional coverage, as per the findings, if any, by the audit team to make the process robust.

Statutory compliance: Delay caused in remitting statutory dues with respect to Income tax TDS and work contract tax TDS to appropriate authorities was mainly due to short term liquidity issues and also in compiling information extracted from books of accounts in various project locations spread across various parts of the country.

During the year the Company has delayed in repayment of principal and interest to various banks aggregating to Rs. 305.45 Crores. The delays in repayments of principal and interest range from 1 to 15 to 88 days. An amount of Rs. 24.96 Crores towards working capital demand loan from HDFC Bank Limited due on 31st March-13 was repaid on 1st June 2013. The delay was caused mainly due to non receipt of receivables in time from various Govt and other parties and due to infusion of funds into project execution.

The company has borrowed unsecured loans from Ramky Enviro Engineers Ltd a related party to meet the operational requirements of the company and the outstanding balance at the end of the year is Nil.

BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/ DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange and National Stock Exchange of India Ltd as at March 31, 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

COST AUDIT COMPLIANCE REPORT

As per the Companies (Cost Accounting Records) Rules, 2011, every Company which is engaged in production, processing, manufacturing and mining activities and the aggregate value of net worth as on the last date of the immediately preceding financial year exceeds Rs. 5 crores or aggregate value of Turnover during the immediately preceding financial year exceeds Rs. 25 crores or whose securities are listed or in the process of listing is required to submit a Compliance Report by a Cost Accountant to the Central Government.

The Company has obtained the said Compliance Report for FY 2012 - 13 from Mr. R Srinivasa Rao, Practicing Cost Accountant.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

STATUTORY INFORMATION

A statement containing the Particulars of employees who were in receipt of remuneration of X 60,00,000/- or more per annum or X 5,00,000/- or more per month pursuant to provisions of Section 217(2A) of the companies act, 1956 are set out as Annexure to this Report. None of the Employees listed in the annexure is related to any director of the company.

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, is not furnished as the relative 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: X 57.83 crores

Foreign Exchange Outgo : X 0.09 crores

CORPORATE SOCIAL RESPONSIBILITY:

You will be glad to note that your company had established a charitable trust "Ramky Foundation" as part of its Corporate Social Responsibility. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve. A report on CSR is provided elsewhere and forms part of this Annual Report.

AWARDS AND REWARDS

The following are the awards conferred on the Company during the year:

- "Best Professionally Managed Company Award" - by 5th CIDC Vishwakarma Awards 2013.

- "Best Construction Project Award under Urban Infrastructure category" - 87.5 MLD STP, Koparkhairane, Mumbai by 5th CIDC Vishwakarma awards - 2013.

- "Outstanding Contribution Award - Residential Project" - Ramky Towers in the Real Estate Category by 3rd EPC World Awards 2012.

- 5th GIREM Leadership Awards 2012 for Outer Ring Road, Hyderabad under the category of Best Urban Development Project.

- "Fastest Growing Construction Company" (large category) as per the Construction World Annual 2012 Study.

- 13th Annual Greentech Environment Excellence Award - 2012 Silver Award for 87.5 MLD STP Koparkhairane, Mumbai project under Construction Sector.

- 10th Annual Construction World Global Awards 2012 for Fastest Growing Construction Company - 1st Rank (large category).

- 2nd Annual Greentech CSR Award - 2012 in the Silver Category for Ramky Foundation under Service Sector.

- D&B - Axis Bank Infra Awards - 2012 for the Best Project Construction of RCB at chamravottam, Kerala under the Irrigation Category.

- 11th Greentech Safety Award - 2012 in Construction Sector for Outstanding Achievements in Safety Management.

INDUSTRIAL RELATIONS

The company enjoyed 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 looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well. for and on behalf of the Board of

Ramky Infrastructure Limited

Hyderabad Alla Ayodhya Rami Reddy

May 27, 2013 Executive Chairman

Mar 31, 2012

The Directors have pleasure in presenting their 18th Annual Report on the business and operations of your company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs in Crores)

Particulars_ 2011-12 2010-11

Gross Turnover 3094.25 2730.52

Other Income 37.50 13.95

Total Income 3131.75 2744.47

Total Expenditure 2918.35 2532.30

Profit before Interest,

Depreciation & Tax 360.20 300.33

Profit before taxes 213.40 212.17

Tax Expense 69.72 54.81

Profit after Tax 143.68 157.36 Balance brought forward from

previous year 403.67 296.23

Profit available for appropriation 547.35 453.59 Provision for tax on earlier years and

excess dividend tax written back 65.57 -

Balance carried to Balance Sheet 481.78 403.67

REVIEW OF PERFORMANCE

Your Company had a robust year with the execution of several infrastructural projects while experiencing a good order inflow. The overall performance has been commensurate with the expectations set for the year under review.

Members will notice that the revenues climbed by 13.32 % to Rs 3,094.25 Crores from Rs 2,730.52 Crores, while the net profit before tax increased to Rs 213.40 Crores, a growth of 0.58% from Rs 212.17 Crores achieved in the previous year.

The profit after tax for the year under review was Rs 143.68 Crores, a decrease of 8.69% from Rs 157.36 Crores reported in the previous year. The earnings per share was Rs 25.12 as compared to Rs 29.57 in 2010-11.

During the year under review, your Company was awarded projects totaling to Rs 5,888 Crores across all verticals, with the result, the order book at year end stood at a healthy Rs 13,703 Crores. The significant increase of 25 % over the previous year end order book balance of Rs 10,998 Crores is a testimony to the strength of your company's brand, technical competence and execution capabilities.

OUTLOOK

Ramky Infra is striving to secure high value contracts, so as to increase the focus and improve on the operating margins. The Company is also working towards generating revenues from Public- Private-Partnership segments and is consciously making efforts to win new projects with in-built clause for price escalation, to protect the margins and mitigate the impact of inflation.

The strong order book position coupled with thrust given by the government for infrastructure sector augurs well for Company, being one of the leading companies in infrastructure development. Also, the private and public sector unit projects shall equally quoted / bided to the government projects to maintain the equilibrium in the flow of funds.

Also, the Company is committed to undertake new responsibilities and challenges in terms of both nationally and internationally by virtue of its strengthened business model. We are poised enough of leveraging global opportunities, while adhering to our esteemed mission, vision and values.

The Company has identified new geographies globally and is focusing its energies to develop business. In addition, there are continuous efforts at improvising efficiencies and delivering excellence in project execution

DIVIDEND

Although your Company has earned profits during the year, the Board of Directors have decided to plough back the profits into the Company. Therefore, your Directors have not recommended any dividend for the FY 2011-12.

TRANSFER TO RESERVES

No Profits are intended to be transferred to reserves during the year

SHARE CAPITAL

During the period under review there is no change in the Authorized and Paid up Capital of the Company. The utilization of IPO proceeds as on March 31, 2012 is as under:

(Rs in Crores)

Particulars For the year ended/As at

Note March 31, March 31, 2011 2012

Funds received through IPO/

opening unutilized A 350.00 24.35

Utilization of funds

Investment in capital equipment 56.40 17.43

Working capital requirements 175.00 -

Repayment of term loans 25.00 -

General corporate purposes 54.84 0.20

IPO expenses 14.41 0.10

Total funds utilised B 325.65 17.73

Unutilised IPO money* C=(A-B) 24.35 6.62

*Unutilised IPO funds as on March 31, 2012 and March 31, 2011 have been temporarily invested in short-term fixed deposits with a Scheduled Bank.

DIRECTORS

The following are appointed as Additional Director of the Company during the year under report:

Sl. No Name of the Director Date of Appointment

1 Dr. A.G. Ravindranath Reddy May 29, 2012 Resignations

Sl. No Name of the Director Date of Resignation

1 Dr. P.G. Sastry May 29, 2012

The Board placed on record its sincere appreciation for the services rendered by Dr. P.G. Sastry during his tenure as director of the Company.

Proposed Appointments:

The following appointments to the Board are proposed:

a. Approval of the shareholders is being sought for the appointment of Dr.Archana Niranjan Hingorani and Mr. V Murahari Reddy, Directors of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment in accordance with the provisions of the Companies Act, 1956 and pursuant to Articles of Association of the Company.

b. Dr. A.G. Ravindranath Reddy was inducted as Additional Director on the Board during the year under report. As per the provisions of Section 260 of the Companies Act, 1956, he holds office only up to the date of the Annual General Meeting of the Company. Approval of the Shareholders is being sought for his appointment as Director liable to retire by rotation in the ensuing Annual General Meeting pursuant to the provisions of the Section 257 of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the financial year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from AGR Reddy & Co, Practising Company Secretaries regarding its compliance is annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good Corporate Governance policies.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis forms part of this Annual Report.

CONSOLIDATION OF ACCOUNTS

The standalone accounts of your Company broadly represents the EPC business plus the investment that have gone into the 18 Subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer business.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Annual Report of the parent Company. Accordingly the Company has availed the exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary Companies.

A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2012 is annexed. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries 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.

AUDITORS

The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Statutory Auditors of the Company till the conclusion of next Annual General Meeting. The Company has received their offer in writing about their willingness for re-appointment as auditors of your Company along with a Certificate under Section 224 (1B) of the Companies Act, 1956.

The Joint Auditors M/s B S R & Co. Chartered Accountants, Hyderabad who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Joint Statutory Auditors of the Company till the conclusion of next Annual General Meeting. The Company has received their offer in writing about their willingness for re-appointment as statutory auditors of the Company along with a Certificate under Section 224 (1B) of the Companies Act, 1956.

The Board of Directors and the Committee thereof recommend their respective re-appointments. Appropriate resolutions form part of the agenda of the Annual General Meeting.

REPLIES TO AUDITORS REPORT

With reference to observations made in Auditor's Report, the notes of account is self-explanatory and therefore do not call for any further comments.

The results for the year ended March 31, 2012 have been subjected to an audit by the Statutory Auditors of the Company. A qualified report has been issued by them thereon on account of taxes for earlier years being directly debited to the surplus in statement of profit and loss account balance under "Reserves and Surplus" rather than debiting these amounts to the statement of profit and loss account for the year ended March 31, 2012 as required by Accounting Standard-5 "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies" and the consequent impact on the earnings per share for the year ended March 31, 2012.

The Company has claimed deduction under Section 80-IA (4) of Income Tax Act, 1961 in its returns of income relating to assessment years 2003-04 to 2011-12. However, the Department contested the same on the grounds that the Company was not "developing" the infrastructure facility and disallowed the deduction for assessment years 2003-04 to 2009-10. The Company filed appeal against these orders with CIT (Appeals), of which the appeals with respect to assessment years 2003-2004 to 2008-2009 were dismissed. The Company has filed an appeal with Income Tax Appellate Tribunal (ITAT) for these years, which is currently pending.

The Company is contending its case before the appropriate appellate authorities, however the Company notwithstanding the fact that its position in the matter is strong on merits has based on an internal assessment and various factors such as industry practice, legal counsel advice etc, has provided for the total deductions under the said section and for the assessment years 2003-04 to 2011-12. As this provision relates to taxes for earlier years the same has been directly debited to the surplus in statement of profit and loss account balance under "Reserves and Surplus" for the year ended March 31, 2012. Further we wish to state that the company has not claimed any deduction on account of the aforesaid Section in the current year

COST AUDIT COMPLIANCE REPORT

As per the Companies (Cost Accounting Records) Rules, 2011, every company which is engaged in Production, Processing, Manufacturing and Mining activities and the aggregate value of networth as on the last date of the immediately preceding financial year exceeds Rs 5 Crores or aggregate value of Turnover during the immediately preceding financial year exceeds Rs 25 Croress or whose securities are listed or in the process of Listing is required to submit a Compliance Report by a Cost Accountant to the Central Government .

The Company has obtained the said Compliance Report for FY 2011 - 12 from Mr. R Srinivasa Rao, Practicing Cost Accountant.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

STATUTORY INFORMATION

Particulars of employees who were in receipt of remuneration of Rs 60,00,000/- or more per annum or Rs 5,00,000/- or more per month are set out as Annexure to this Report. None of the Employees listed in the annexure is related to any director of the company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding Conservation of Energy, Technology Absorption and Conservation of Energy, which is an ongoing process in the Company's construction activities, is not furnished as the relative 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 : Rs 30.79 Crores

Foreign Exchange outgo : Rs 0.48 Crores

CORPORATE SOCIAL RESPONSIBILITY:

You will be glad to note that your company has established a charitable trust "Ramky Foundation" as part of its Corporate Social Responsibility. It focuses on 4 thrust areas viz natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve.

AWARDS AND REWARDS

The following are the awards conferred on the Company during the year:

- Construction Week Awards 2011, Editorial choice award: "Contractor of the Year". "Corporate Social Responsibility Award" and Jury Special Commendation: " Sustainable Project of the Year",

- 9th Construction World Award Annual Study (2011) for the Third fastest growing Construction Company (Large Category)

- 12th Annual Greentech Environment Excellence Award 2011for 125 MLD STP Madurai Project under the category of Construction Sector,

- D&B Axis Infra Awards 2011 for the best projects under the categories of Urban Infrastructure (80 MLD STP Airoli, Mumbai) Development and Public Private Partnership award (Jawaharlal Nehru Pharma City, Vizag).

- EPC World Awards, 2011-Infra Person of the year- Alla Ayodhya Rami Reddy.

- CIDC Vishwakarma Awards 2012 in the categories of Social Upliftment (Ramky Foundation), Industry Doyen (Alla Ayodhya Rami Reddy,Chairman) and Achievement Award for Best Project (Outer Ring Road, Hyderabad).

- CNBC Infrastructure Excellence Award, 2012 in the Special Awards Category-"Infrastructure Company of the Year" presented by Essar steel.

INDUSTRIAL RELATIONS

The company enjoyed 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 looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seek their continued patronage in future as well.

For and on behalf of the Board of

Ramky Infrastructure Limited

Hyderabad Alla Ayodhya Rami Reddy

May 29, 2012 Executive Chairman

Mar 31, 2011

The Directors have pleasure in presenting their 17th Report on the business and operations of your Company for the financial year ended March 31, 2011.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2011 is summarized below:

(Rs. Crore)

Particulars 2010-11 2009-10

Gross Turnover 2730.52 1861.25

Other Income 13.95 7.00

Total Income 2744.47 1868.25

Total Expenditure except

Depreciation and Interest 2444.61 1666.61

Profit before Interest, Depreciation, Extraordinary items & Tax 299.86 201.64

Depreciation 19.27 10.49

Profit before Interest, Extraordinary

items & Tax 280.59 191.15

Interest 68.42 62.68

Profit before taxes 212.17 128.47

Provision for Tax 54.81 25.72

Profit after Tax 157.36 102.75

Balance brought forward from previous year 296.23 193.48

Profit available for appropriation 453.59 296.23

Appropriations

Transfer to General Reserve 20.00 --

Proposed Dividend on existing shares 25.74 --

Corporate Dividend Tax 4.18 --

Balance carried to Balance Sheet 403.67 296.23

REVIEW OF PERFORMANCE

Your Company had a robust year with execution of several infrastructural projects, while experiencing a good order inflow. The overall performance has been commensurate with the expectations set for the year under review.

Members will notice that the revenues climbed by 46% to Rs.2730 crore from Rs.1861 crore, while the profit before tax was increased to Rs.212 crore, a growth of 65% from Rs.128 crore achieved in the previous year. These results were a consequence of your Companys focus to execute and deliver projects on time, step up operating margins, control costs and achieve operational efficiencies.

The profit after tax for the year under review was Rs.157 crore, an increase of 53% from Rs.102 crore reported in the previous year. The Earnings per Share was Rs.29.57 on the post-IPO enhanced equity, as compared to Rs.20.79 in 2009-10.

During the year under review, your Company was awarded projects totaling Rs.6297 crore across all verticals, with the result the order book at year end stood at a healthy Rs.10998 crore. The significant increase of 48% over the previous year end order book balance of Rs.7431 crore is a testimony to the strength of your Companys brand, technical competence and execution capabilities.

OUTLOOK

Today, your Company sees traction in all six verticals and is increasing its presence in a highly competitive market. Looking ahead, your Company sees high revenue visibility on the strength of the pace of execution of the orders on hand. The order inflow continues to be robust supplementing the existing order book, which in the infrastructure industry translates to revenues normally in about 24 to 30 months.

While the existing verticals are expected to grow at an accelerated rate, your Company is exploring opportunities in newer and niche verticals which are in line with your Companys core competence, both in India and overseas. The focus will remain on leveraging the organizational strengths to win high-value projects and strive to improve market share. At the same time, your Company adheres to prudential norms right from bidding for projects and ensures fiscal discipline until their execution. Members will be gratified to know that sustained long term growth will remain the hallmark of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.4.50 per share for the year 2010-11 on the capital of 5,71,97,791 equity shares of Rs.10 each. The dividend, if approved by the Members, would involve a cash outflow of Rs.29.92 crore including tax on dividend.

TRANSFER TO RESERVES

Your Company transferred Rs.20 crore to the General Reserve out of the amount available for appropriation and Rs.403.67 crore is retained in the Profit and Loss Account.

SHARE CAPITAL

The paid up share capital of your Company was increased from Rs.49,42,00,140 to Rs.57,19,77,910 by allotment of 77,77,777 equity shares of Rs.10 each at a premium of Rs.440 per share on October 5, 2010, pursuant to the Initial Public Offer (IPO). As Members are aware, your Company had come out with an IPO by issue of 77,77,777 Equity Shares of Rs.10 per share at a price of Rs.450 per share (including share premium of Rs.440 per share) aggregating Rs.350 crore and the same were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on October 8, 2010. The utilisation of IPO proceeds as on March 31, 2011 is as under:

(Rs. in crore)

Particulars Amount

Funds received through IPO 350.00 Utilisation of funds

Investment in capital equipment 56.40

Working capital requirements 175.00

Repayment of term loans 25.00

General Corporate Purposes 54.84

IPO expenses 14.41

Total funds utilised up to

March 31, 2011 325.65

Balance as on March 31, 2011* 24.35

*As on March 31, 2011 the balance unutilised funds have been temporarily invested in short term fixed deposit with banks.

DIRECTORS

Mr. P.V. Narasimham, resigned as a Director of the Company on May 26, 2011. Your Board has placed on record its sincere appreciation for the services rendered by him during his tenure.

Mr. V. Harish Kumar and Mr. Rajiv Maliwal, Directors, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment as Directors whose office shall be liable to retire by rotation. The necessary resolution is being placed before the Members for approval.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the financial year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from AGR Reddy & Co, Practising Company Secretary regarding its compliance is annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis forms part of this Annual Report.

CONSOLIDATION OF ACCOUNTS

The standalone accounts of your Company broadly represents the EPC business plus the investment that have gone into the 14 BOT or SPV assets of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure development business,

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Annual Report of the parent company. Accordingly the Company has availed the exemption from attaching the accounts of the subsidiary companies.

A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2011 is annexed. The annual accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries 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 offices of the respective subsidiary companies.

AUDITORS

The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment as Statutory Auditors of the Company until the next Annual General Meeting. The Company has received their offer in writing about their willingness for re-appointment as statutory auditors of your Company along with a certificate under Section 224 (1B) of the Companies Act, 1956.

The Auditors M/s. BSR & Co, Chartered Accountants, Hyderabad who retire at the ensuing Annual General Meeting of the company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their offer in writing about their willingness for appointment as statutory auditors of the Company along with a certificate under Section 224 (1B) of the Companies Act, 1956.

The Board of Directors recommend their respective re-appointments. Appropriate resolutions form part of the agenda at the ensuing Annual General Meeting.

REPLIES TO AUDITORS REPORT

With reference to observations made in Auditors Report, the notes of account is self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

STATUTORY INFORMATION

Particulars of employees who were in receipt of remuneration of Rs.60,00,000 or more per annum or Rs.5,00,000 or more per month are set out as annexure to this Report. None of the employees listed in the annexure is related to any Director of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of energy, technology absorption and conservation of energy, which is an ongoing process in the Companys construction activities, is not furnished as the relative 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: Rs.30,53,77,703

Foreign exchange outgo : Rs.58,39,53,833

AWARDS AND REWARDS

The following are the awards conferred on the Company during the year:

1. Silver Category of the prestigious "Greentech Environment Excellence Award 2010" in service sector for outstanding achievement in Environment Management at the 80 MLD sewage treatment plant at Airoli, Mumbai;

2. The Water Digest "Water Awards 2010-2011" as the "Distinguished Water Company" for outstanding contribution in the field of water in India;

3. Prestigious "10th Annual Greentech Safety Award 2011" in Gold Category in Construction Sector for outstanding achievement in safety management;

INDUSTRIAL RELATIONS

Your Company enjoyed cordial relations with its employees during the year under review and the Board appreciates all the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co-operation of the central and the state governments, customers, bankers, financial institutions, suppliers, associates and subcontractors, and seeks their continued patronage in future as well.

For and on behalf of the Board

A. Ayodhya Rami Reddy

Chairman Hyderabad

May 26, 2011

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