Ramky Infrastructure Limited has issued a comprehensive postal ballot notice seeking shareholder approval for 15 special resolutions, including a significant corporate guarantee arrangement and extensive related party transactions for FY 2026-27. The notice, dated March 23, 2026, follows the board meeting held on March 21, 2026, and represents one of the most comprehensive shareholder approval processes undertaken by the company.

Corporate Guarantee for MWSL Loan Facility

The primary resolution seeks approval for providing corporate guarantee and related financial arrangements for Mallannasagar Water Supply Limited (MWSL), a subsidiary formed for executing the Godavari Drinking Water Supply Scheme Phase II & III awarded by Hyderabad Metropolitan Water Supply and Sewerage Board.

The arrangement includes multiple components: corporate guarantee coverage for the loan amount, creation of charge over 90% of sponsor contribution funds, pledge of 51% equity shareholding in MWSL, and lender's right to convert outstanding loan into equity shares upon default events.

Material Related Party Transactions Framework

The postal ballot encompasses 14 resolutions for material related party transactions with various subsidiaries and associates, triggered by transactions exceeding INR 2,000 million threshold based on the company's consolidated turnover of approximately INR 20,000 million for FY 2025-26.

Key Related Party Entities and Transaction Values

Voting Process and Timeline

The e-voting process will commence on Tuesday, March 24, 2026, at 09:00 AM IST and conclude on Wednesday, April 22, 2026, at 05:00 PM IST. The company has appointed Mr. N.V.S.S. Suryanarayana Rao as scrutinizer, with results expected to be announced by Friday, April 24, 2026.

Business Rationale and Strategic Context

The transactions primarily support the company's infrastructure development activities through Special Purpose Vehicles (SPVs) formed for specific projects. The related party transactions include EPC revenue from construction activities, inter-corporate deposits for operational requirements, and claims realization from various infrastructure projects.

The company's business model involves both direct EPC contracts and developer works through subsidiaries, necessitating extensive inter-company transactions for project execution and financial management. The proposed arrangements ensure adequate financial support for subsidiary operations while maintaining regulatory compliance through proper shareholder approvals.

Regulatory Compliance and Governance

All proposed transactions comply with Section 188 of the Companies Act 2013 and SEBI LODR Regulations 2015, requiring special resolution approval for material related party transactions. The company has ensured proper disclosure of transaction details, pricing mechanisms, and business justifications in accordance with regulatory requirements.

The postal ballot notice will be available on the company's website and stock exchange platforms, with members required to update KYC details for seamless participation in the voting process.

Ramky Infrastructure Limited has received a significant credit rating upgrade from Infomerics Valuation and Rating Limited, marking a positive development in the company's financial standing. The infrastructure company announced the upgrade in a regulatory filing dated March 18, 2026.

Rating Upgrade Details

Infomerics has upgraded Ramky Infrastructure's credit rating from IVR BBB- with Stable Outlook to IVR BBB with Stable Outlook across its bank facilities portfolio. The upgrade encompasses the company's entire banking facility structure:

The rating committee's decision, finalized on March 17, 2026, reflects the company's improved operational and financial performance for FY25 (Audited) and 9M-FY26 (Unaudited).

CRISIL Rating Migration and Withdrawal

Simultaneously, CRISIL Ratings has migrated Ramky Infrastructure's rating from 'CRISIL C Issuer Not Cooperating' to 'CRISIL BBB-/Stable' before subsequently withdrawing the rating. This action was taken at the request of both the company and its lenders, following the company's resumption of cooperation with the rating agency.

Business Strengths and Performance

The rating upgrade is supported by several key business strengths that demonstrate Ramky Infrastructure's robust market position. The company maintains an established track record spanning over three decades in the engineering, procurement, and construction (EPC) business, with particular expertise in water/wastewater projects and urban infrastructure segments.

Strong Order Book Position: The company has secured significant new contracts, including a water supply scheme project awarded to subsidiary Mallannasagar Water Supply Limited (MWSL) and a ₹1,401 crores contract from Maharashtra Industrial Township Limited (MITL) for the Dighi Port Industrial Area Project. The outstanding order book position of ₹8,500 crores as of December 31, 2026, ensures strong revenue visibility in the medium term.

Improved Financial Risk Profile: The company's financial position has strengthened significantly, driven by full repayment of term loans. The current debt profile consists only of working capital facilities and unsecured loans from related parties, resulting in a robust capital structure with a gearing ratio of less than 0.30 times as of March 31, 2025.

Key Financial Metrics

Ramky Infrastructure's financial performance demonstrates healthy operational metrics:

For the 9 months ended December 31, 2025, the company reported total income of ₹1,380.80 crores and net profit of ₹180.40 crores.

Facility-wise Breakdown

The upgraded facilities are distributed across multiple banking partners:

Long Term Bank Facilities (₹242.73 crores):

• State Bank of India: ₹175.00 crores (Cash Credit)
• Punjab National Bank: ₹51.41 crores (Cash Credit)
• IDBI Bank: ₹16.32 crores (Cash Credit/WCDL)

Long Term/Short Term Facilities (₹463.74 crores):

• State Bank of India: ₹270.00 crores (Bank Guarantee/Letter of Credit)
• Punjab National Bank: ₹74.57 crores (Bank Guarantee/Letter of Credit)
• ICICI Bank: ₹73.53 crores (Bank Guarantee)
• IDBI Bank: ₹36.70 crores (Bank Guarantee)
• Axis Bank: ₹8.94 crores (Bank Guarantee)

The rating upgrade reflects Ramky Infrastructure's successful transformation from a company under financial restructuring to one with improved creditworthiness and stable business prospects. The formal exit from restructuring agreement with lenders was recorded on July 11, 2025, marking a significant milestone in the company's financial recovery journey.