Ramkydraft

DRAFT RED HERRING PROSPECTUS
Dated December 14, 2007

Please read Section 60B of the Companies Act, 1956
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
Ramky Infrastructure Limited

(The Company was incorporated as “Ramky Engineers Private Limited” on April 13, 1994 under the Companies Act, 1956. Subsequently
the name of the Company was changed to “Ramky Infrastructure Private Limited” on June 16, 2003. The fresh certificate of incorporation
consequent upon the change of name was granted on June 17, 2003 by the Registrar of Companies, Andhra Pradesh, located at Hyderabad
(the “RoC”). Subsequently, on June 23, 2003, the Company was converted to a public limited company. The certificate of incorporation to
reflect the name change was issued on June 24, 2003 by the RoC. For details of changes in the registered office of the Company, see the
section “History and Certain Corporate Matters” beginning on page 137).
Registered and Corporate Office: 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue, Raj Bhavan Road, Somajiguda, Hyderabad 500 082,
India
Telephone: +91 40 2331 0091; Facsimile: +91 40 2330 2353
Contact Person: Mr. Dasu Trivikram; E-mail: [email protected]
Website: www.ramkyinfrastructure.com
PUBLIC ISSUE OF [●] EQUITY SHARES OF RS. 10 EACH OF RAMKY INFRASTRUCTURE LIMITED (“RAMKY”, OR THE
“COMPANY”, OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING UP TO RS.
4,000 MILLION (“THE ISSUE”). THE ISSUE WILL CONSTITUTE [●] % OF THE FULLY DILUTED POST-ISSUE EQUITY
SHARE CAPITAL OF THE COMPANY.
Our Company may issue up to 500 million Equity Shares to certain investors including persons resident outside India, prior to filing of the
Red Herring Prospectus with the RoC (“Pre-IPO Placement”). If the Pre-IPO Placement is completed, the number of Equity Shares issued
pursuant to the Pre-IPO Placement, will be reduced from the Issue, subject to a minimum Issue size of 10% of the post-Issue share capital.
PRICE BAND: RS. [●] TO RS. [●] PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS [●] TIMES OF THE FACE VALUE AND
THE CAP PRICE IS [●] TIMES OF THE FACE VALUE.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to
the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be
widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited
(the “NSE”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”)
and the terminals of the other members of the Syndicate.
Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post-Issue share capital and is therefore being
made through a 100% Book Building Process (as defined below) wherein at least 60% of the Issue shall be allocated on a proportionate basis to
Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the
remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at
or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith.
Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than
30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or
above the Issue Price.
RISKS IN RELATION TO FIRST ISSUE

This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company.
The face value of the Equity Shares is Rs. 10 per Equity Share and the Issue Price is [●] times the face value. The Issue Price (as determined
by the Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book
Building Process) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the
Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they
can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment
decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue,
including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific
attention of the investors is invited to the statements in the section “Risk Factors” beginning on page 15.
COMPANY’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains
all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this
Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has
received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●],
respectively. For the purposes of the Issue, the [●] shall be the Designated Stock Exchange.
IPO GRADING
The IPO grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and “IPO Grade 1”
indicating poor fundamentals. For further details in this regard, see the section “General Information” beginning on page 47 of this Draft Red
Herring Prospectus.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
ENAM Securities Private Citigroup Global Markets India IL&FS Investsmart Securities Karvy Computershare Private
Limited Private Limited Limited Limited
SEBI Reg. No:INM000006856 SEBI Reg. No:INM000010718 SEBI Reg. No: INM000002475 SEBI Reg. No:INR000000221
801/802, Dalamal Towers, 12th floor, Bakhtawar, The IL&FS Financial Centre, “Karvy House”,
Nariman Point, Nariman Point, 8th floor, Plot No. C-22,
46, Avenue 4,
Mumbai 400 021, Mumbai 400 021, G Block,
India. Bandra Kurla Complex, Street No. 1, Banjara Hills,
India.
Telephone no: +91 22 6638 1800 Bandra (East), Hyderabad 500 034,India.
Telephone no: +91 22 6631 9999
Fax no: +91 22 2284 6824 Mumbai 400 051, Telephone no: + 91 40 23420818
Fax no: +91 22 6631 9803
E-mail: [email protected] India. Fax no: +91 40 23430814
Website: www.enam.com E-mail: [email protected] Telephone no: +91 22 2653 3333 E-mail:[email protected]
Contact Person: Ms. Ashni Website: www.citibank.co.in Fax no: +91 22 6693 1862 Website: www. kcpl.karvy.com
Sampat Contact Person: Mr. Abhinav Lamba Website: www.investsmart.in Contact Person: Mr. M. Murali
Investor Grievance E-mail: Investor Grievance E-mail: Contact Person: Mr. Nakul Kapoor Krishna
[email protected] [email protected] Email and Investor Grievance E-mail:
[email protected]
BID/ISSUE PROGRAM
BID/ISSUE OPENING DATE [●], 2008
BID/ISSUE CLOSING DATE [●], 2008
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TABLE OF CONTENTS
DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 4

CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
........................................................................................................................................................................... 13
FORWARD-LOOKING STATEMENTS ....................................................................................................... 14
RISK FACTORS .............................................................................................................................................. 15
SUMMARY OF BUSINESS AND INDUSTRY ............................................................................................ 34
SUMMARY OF FINANCIAL INFORMATION ........................................................................................... 42
THE ISSUE....................................................................................................................................................... 46
GENERAL INFORMATION .......................................................................................................................... 47
CAPITAL STRUCTURE ................................................................................................................................. 56
OBJECTS OF THE ISSUE .............................................................................................................................. 65
BASIS FOR THE ISSUE PRICE..................................................................................................................... 76
STATEMENT OF TAX BENEFITS ............................................................................................................... 78
INDUSTRY OVERVIEW................................................................................................................................ 88
OUR BUSINESS .............................................................................................................................................. 103
REGULATIONS AND POLICIES.................................................................................................................. 133
HISTORY AND CERTAIN CORPORATE MATTERS................................................................................ 137
OUR MANAGEMENT .................................................................................................................................... 150
OUR PROMOTERS AND PROMOTER GROUP COMPANIES................................................................. 163
RELATED PARTY TRANSACTIONS .......................................................................................................... 178
DIVIDEND POLICY ....................................................................................................................................... 183
FINANCIAL STATEMENTS.......................................................................................................................... 184
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................................................................................................. 241
FINANCIAL INDEBTEDNESS...................................................................................................................... 270
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 277
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 286
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 295
TERMS OF THE ISSUE .................................................................................................................................. 304
ISSUE STRUCTURE....................................................................................................................................... 307
ISSUE PROCEDURE ...................................................................................................................................... 310
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................................. 338
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 343
DECLARATION .............................................................................................................................................. 345
3
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the following meanings in this
Draft Red Herring Prospectus.
Company Related Terms
Term Description
The “Company”, the Ramky Infrastructure Limited, a public limited company incorporated
“Issuer” or “Ramky” or under the Companies Act.
“Ramky Infrastructure
Limited”
“we” or “us” or “our” or Unless the context otherwise requires or implies, Ramky Infrastructure
“Group” Limited, together with its Subsidiaries as described in this Draft Red
Herring Prospectus.
Articles/Articles of The articles of association of the Company as amended.

Association
Auditors The statutory auditors of the Company, being Visweswara Rao &
Associates.
Board of Directors/Board The board of directors of the Company, as constituted from time to
time, or a committee thereof.
Director(s) The director(s) on the Board of the Company, as appointed from time to
time.
ESOP 2006 Employee Stock Option Plan, 2006 of the Company.
ESPS 2006 Employee Share Purchase Scheme, 2006 of the Company.

Joint Ventures The joint ventures of the Company being Ramky-WPIL JV and
Ramky-VSM JV.
Memorandum/Memorandum The memorandum of association of the Company, as amended.
of Association
Order Book Value of (i) projects awarded to us for which we have entered into
signed agreements or received letters of award or letters of intent or
work orders but have not commenced work and (ii) the uncompleted
part of the projects for which we have commenced work.
Promoters The promoters of the Company being Mr. Alla Ayodhya Rami Reddy
and Mr. Yancharla Ratnakar Nagaraja.
Promoter Group Individuals, companies and entities enumerated in the section titled
“Our Promoters and Promoter Group Companies - Promoter Group
Companies & Entities” on page 163.
Registered Office The registered office of the Company located at 6-3-1089/G/10 & 11,
1st floor, Gulmohar Avenue, Raj Bhavan Road, Somajiguda, Hyderabad
500 082, India.
Subsidiaries The subsidiaries of the Company, being MDDA-Ramky IS Bus

Terminal Limited, Ramky Pharma City (India) Limited, Ramky
Engineering & Consulting Services FZC, Gwalior Bypass Project
Limited, Ramky Hyderabad Ring Road Limited, Ramky Towers
Limited, Ramky Food Park (Chhattisgarh) Limited, Ramky Gems and
Jewellery Park (Chhattisgarh) Limited, Ramky Herbal and Medicinal
Park (Chhattisgarh) Limited and Ramky Enclave Limited.
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Issue Related Terms
Term Description
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the issue/allotment of
Equity Shares pursuant to the Issue.
Allottee A successful Bidder to whom Equity Shares are/have been Allotted.
Bankers to the Issue/ Escrow The banks that are clearing members and registered with SEBI as
Collection Banks Bankers to the Issue with whom the Escrow Accounts will be opened,
in this case being [●].
Bid An indication to make an offer during the Bidding Period by a

prospective investor to subscribe for or purchase the Equity Shares at a
price within the Price Band, including all revisions and modifications
thereto.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the
Red Herring Prospectus and the Bid cum Application Form.
Bidding Period The period between the Bid/Issue Opening Date and the Bid/Issue
Closing Date (inclusive of both days) and,
during which prospective Bidders can submit their Bids including any
revisions thereof.
Bid Amount The highest value of the optional Bids indicated in the Bid cum
Application Form and payable by the Bidder on submission of the Bid.
Bid cum Application Form The form in terms of which the Bidder shall make an offer to subscribe
for or purchase the Equity Shares and which will be considered as the
application for Allotment pursuant to the terms of the Red Herring
Prospectus and the Prospectus.
Bid/Issue Closing Date The date after which the members of the Syndicate will not accept any
Bids for the Issue, which shall be notified in a widely circulated English
national newspaper, a widely circulated Hindi national newspaper and a
widely circulated Telugu newspaper and in case of any revision, the
extended Bid/Issue Closing Date will also be notified on the websites
and terminals of the Syndicate as required under the SEBI guidelines.
Bid/Issue Opening Date The date on which the members of the Syndicate shall start accepting
Bids for the Issue, which shall be the date notified in a widely
circulated English national newspaper, a widely circulated Hindi
national newspaper and a widely circulated Telugu newspaper.
Book Building Process The book building process as described in Chapter XI of the SEBI
Guidelines, in terms of which the Issue is being made.
BRLMs/Book Running Lead Means ENAM Securities Private Limited, Citigroup Global Markets
Managers India Private Limited and IL&FS Investsmart Securities Limited.
Business Day Any day other than Saturday or Sunday on which commercial banks in
Mumbai are open for business.
CAN/Confirmation of The note or advice or intimation of allocation of Equity Shares sent to
Allocation Note the Bidders who have been allocated Equity Shares after discovery of
the Issue Price in accordance with the Book Building Process.
Cap Price The higher end of the Price Band, above which the Issue Price will not
be finalised and above which no Bids will be accepted.
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Term Description
Citi Citigroup Global Markets India Private Limited with its registered
office at 12th floor, Bakhtawar, Nariman Point, Mumbai 400 021, India.
Companies Act The Companies Act, 1956, as amended.
Cut-off Price Any price within the Price Band finalised by the Company, in
consultation with the BRLMs. A Bid submitted at the Cut-off Price by a
Retail Individual Bidder is a valid Bid. Only Retail Individual Bidders
are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price.
Depositories NSDL and CDSL.
Depositories Act The Depositories Act, 1996, as amended.
Depository A depository registered with SEBI under the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 1996, as
amended.
Depository Participant/DP A depository participant as defined under the Depositories Act.
Designated Date The date on which the Escrow Collection Banks transfer the funds from
the Escrow Accounts of the Company to the Public Issue Account, after
the Prospectus is filed with the RoC, following which the Board shall
Allot Equity Shares to successful Bidders.
Designated Stock Exchange [●].
Draft Red Herring This Draft Red Herring Prospectus issued in accordance with Section
Prospectus/DRHP 60B of the Companies Act and the SEBI Guidelines, which does not
contain, inter alia, complete particulars of the price at which the Equity
Shares are offered and the size of the Issue.
Eligible NRI NRIs from such jurisdictions outside India where it is not unlawful to
make an offer or invitation under the Issue and in relation to whom the
Red Herring Prospectus constitutes an invitation to subscribe for or
purchase the Equity Shares pursuant to the terms of the Red Herring
Prospectus.
ENAM Enam Securities Private Limited with its registered office at 24, B.D.
Rajabahadur Compound, Ambalal Doshi Marg, Fort, Mumbai 400 001,
India.
Equity Shares Equity shares of the Company of face value of Rs. 10 each, unless
otherwise specified in the context thereof.
Escrow Accounts Accounts opened with the Escrow Collection Banks for the Issue and in
whose favour the Bidder will issue cheques or drafts in respect of the
Margin Amount when submitting a Bid and the remainder of the Bid
Amount, if any, collected thereafter.
Escrow Agreement An agreement to be entered into among the Company, the Registrar, the
Escrow Collection Banks, the BRLMs and the Syndicate Members for
collection of the Bid Amounts and for remitting refunds, if any, of the
amounts collected, to the Bidders on the terms and conditions thereof.
First Bidder The Bidder whose name appears first in the Bid cum Application Form
or Revision Form.
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Term Description
Fiscal/ Financial Year/FY A period of twelve months ended March 31 of that particular year,
unless otherwise stated.
Floor Price The lower end of the Price Band, below which the Issue Price will not
be finalised and below which no Bids will be accepted.
IISL IL&FS Investsmart Securities Limited with its registered office at the
IL&FS Financial Centre, 8th floor, Plot No. C-22, G Block, Bandra
Kurla Complex, Bandra (East), Mumbai 400 051, India.
Indian GAAP Generally accepted accounting principles in India.
Issue Public issue of up to [•] Equity Shares at a price of Rs. [•] each for cash
aggregating up to Rs. 4,000 million by our Company.
Issue Price The final price at which Equity Shares will be Allotted in the Issue, as
determined by the Company, in consultation with the BRLMs, on the
Pricing Date.
Margin Amount The amount paid by the Bidder at the time of submission of the Bid,
which may range between 10% to 100% of the Bid Amount.
Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996, as amended.
Mutual Fund Portion 5% of the QIB Portion, consisting [●] Equity Shares, available for
allocation to Mutual Funds from the QIB Portion.
Non-Institutional Bidders All Bidders that are neither Qualified Institutional Buyers nor Retail
Individual Bidders and who have bid for an amount more than
Rs. 100,000.
Non-Institutional Portion The portion of the Issue being not less than 10% of the Issue consisting
of [●] Equity Shares, available for allocation to Non-Institutional
Bidders.
Non-Residents All eligible Bidders that are persons resident outside India, as defined
under FEMA, including Eligible NRIs, FIIs and FVCIs.
NRI A person resident outside India, as defined under FEMA and who is a
citizen of India or a person of Indian origin, such term as defined under
the Foreign Exchange Management (Deposit) Regulations, 2000, as
amended.
OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly
Body or indirectly to the extent of at least 60% by NRIs including overseas
trusts, in which not less than 60% of beneficial interest is irrevocably
held by NRIs directly or indirectly and which was in existence on
October 3, 2003 and immediately before such date was eligible to
undertake transactions pursuant to the general permission granted to
OCBs under FEMA. OCBs are not permitted to invest in this Issue.
Pay-in Date The Bid/Issue Closing Date with respect to the Bidders whose Margin
Amount is 100% of the Bid Amount or the last date specified in the
CAN sent to the Bidders with respect to the Bidders whose Margin
Amount is less than 100% of the Bid Amount.
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Term Description
Pay-in Period (i) With respect to Bidders whose Margin Amount is 100% of the Bid
Amount, the period commencing on the Bid/Issue Opening Date
and extending until the Bid/Issue Closing Date; and
(ii) With respect to Bidders whose Margin Amount is less than 100%
of the Bid Amount, the period commencing on the Bid/Issue
Opening Date and extending until the closure of the Pay-in Date
specified in the CAN.
Price Band The price band with a minimum price (Floor Price) of Rs. [●] per
Equity Share and a maximum price (Cap Price) of Rs. [●] per Equity
Share, including all revisions thereof.
Pricing Date The date on which the Issue Price is finalised by the Company in
consultation with the BRLMs.
Prospectus The prospectus to be filed with the RoC after the Pricing Date
containing, inter alia, the Issue Price that is determined at the end of the
Book Building Process, the size of the Issue and certain other
information.
Public Issue Account The account opened with the Bankers to the Issue to receive money
from the Escrow Accounts in relation to the Issue on the Designated
Date.
QIBs or Qualified As defined under the SEBI Guidelines to include public financial
Institutional Buyers institutions as defined in Section 4A of the Companies Act, FIIs,
scheduled commercial banks, mutual funds, multilateral and bilateral
development financial institutions, VCFs, FVCIs, state industrial
development corporations, insurance companies registered with the
Insurance Regulatory and Development Authority, provident funds
with a minimum corpus of Rs. 250.00 million and pension funds with a
minimum corpus of Rs. 250.00 million.
QIB Margin Amount An amount representing at least 10% of the Bid Amount that the QIBs
are required to pay at the time of submitting a Bid.
QIB Portion The portion of the Issue being at least 60% of the Issue consisting of
[●] Equity Shares, to be allotted to QIBs on a proportionate basis.
Refund Account The account opened with an Escrow Collection Banks, from which
refunds, if any, of the whole or part of the Bid Amount shall be made.
Refund Banker (s) [●].
Registrar to the Issue Karvy Computershare Private Limited, having its registered office at
“Karvy House”, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad
500 034, India.
Retail Individual Bidders Bidders (including HUFs) who have bid for Equity Shares of an amount
less than or equal to Rs. 100,000.
Retail Portion The portion of the Issue being not less than 30% of the Issue consisting
of [●] Equity Shares, available for allocation to Retail Individual
Bidders.
Revision Form The form used by the Bidders to modify the quantity of Equity Shares
or the Bid price in any of their Bid cum Application Forms or any
previous Revision Form(s).
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Term Description
RHP/Red Herring The Red Herring Prospectus to be issued in accordance with Section
Prospectus 60B of the Companies Act and the SEBI Guidelines, which does not
have complete particulars of the price at which the Equity Shares are
offered and the size of the Issue.
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended.
SEBI Guidelines The Securities and Exchange Board of India (Disclosure and Investor
Protection) Guidelines, 2000, as amended.
Securities Act The U.S. Securities Act of 1933, as amended.
Stock Exchanges The BSE and the NSE.
Syndicate Agreement The agreement to be entered into among the Company and the
Syndicate, in relation to the collection of Bids in this Issue.
Syndicate Members [●].

Syndicate or members of the The BRLMs and the Syndicate Members.
Syndicate
Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997, as amended.
TRS or Transaction The slip or document issued by any of the members of the Syndicate to
Registration Slip a Bidder as proof of registration of the Bid.
Underwriters The BRLMs and the Syndicate Members.
Underwriting Agreement The agreement to be entered into among the Underwriters and the
Company on or after the Pricing Date.
Abbreviations/Terms
Abbreviation Full Form

AGM Annual General Meeting.
AS Accounting Standards as issued by the Institute of Chartered

Accountants of India.
BSE The Bombay Stock Exchange Limited.
CAGR Compound Annual Growth Rate calculated in the DRHP as follows:

CAGR = (Xf/Xi)1/3 - 1, where Xf is the total revenue or profit after
tax, as the case may be, in Fiscal 2006 and Xi is the total revenue or
profit after tax, as the case may be, in Fiscal 2003.
CDSL Central Depository Services (India) Limited.
CSIDC Chhattisgarh State Industrial Development Corporation Limited.
CST Central Sales Tax Act, 1956.
DIN Directors Identification Number.
9
DTR Distribution Transformer.
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation.
ECS Electronic Clearing System.
EGM Extraordinary General Meeting.
EPS Earnings Per Share.
ESI Employee’s State Insurance.
ESIC Employee’s State Insurance Corporation.
FCNR Account Foreign Currency Non-Resident Account.

.
FDI Foreign Direct Investment, as understood under applicable Indian
regulations.
FEMA The Foreign Exchange Management Act, 1999, together with rules and
regulations framed thereunder, as amended.
FII Foreign Institutional Investors, as defined under the Securities and

Exchange Board of India (Foreign Institutional Investors) Regulations,
1995, as amended and registered with SEBI under applicable laws in
India.
FIPB The Foreign Investment Promotion Board of the Government of India.
FVCI Foreign Venture Capital Investors, as defined and registered with SEBI
under the Securities and Exchange Board of India (Foreign Venture
Capital Investor) Regulations, 2000, as amended.
GDP Gross Domestic Product.
GoI/Government of India/ The Government of India.

Government
HUF Hindu Undivided Family.
IFRS International Financial Reporting Standards.
IFC International Finance Corporation.
IPO Initial Public Offering.
IRDA The Insurance Regulatory and Development Authority constituted

under the Insurance Regulatory and Development Authority Act, 1999,
as amended.
IT Act The Income Tax Act, 1961, as amended.
Ltd. Limited.
MICR Magnetic Ink Character Recognition.
N.A. Not Applicable.
NAV Net Asset Value.
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NRE Account Non-Resident External Account.
NRO Account Non-Resident Ordinary Account.
NSDL National Securities Depository Limited.
NSE The National Stock Exchange of India Limited.
p.a. Per annum.
PAN Permanent Account Number.
P/E Ratio Price/Earnings Ratio.
PLR Prime Lending Rate.
Pvt. Private.
RBI The Reserve Bank of India.
REEL Ramky Enviro Engineers Limited.
RoC The Registrar of Companies, Andhra Pradesh, located at Hyderabad.
RoNW Return on Net Worth.
Rs./Rupees Indian Rupees.
RTGS Real Time Gross Settlement.
SAPE Sabre Abraaj Infrastructure Company Private Limited.
SCRA The Securities Contracts (Regulation) Act, 1956, as amended.
SCRR The Securities Contracts (Regulation) Rules, 1957, as amended.
SEBI The Securities and Exchange Board of India constituted under the
SEBI Act.
SICA The Sick Industrial Companies (Special Provisions) Act, 1985, as

amended.
STC Service Tax Code.
Tara India Tara India Fund III a scheme of IL&FS Private Equity Trust whose
trustee is IL&FS Trust Company Limited.
U.S. The United States of America.
TIN Tax Identification Number.
U.S. GAAP Generally accepted accounting principles in the United States of

America.
VAT Value Added Tax.
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VCFs Venture Capital Funds as defined and registered with SEBI under the
Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996, as amended.
Water Act The Water (Prevention and Control of Pollution) Act, 1974, as
amended.
Industry Related Terms/Abbreviations
Term Description
BOO Build Own Operate.
BOQ Bill of Quantities.
BOOT Build Own Operate Transfer.
BOT Build Operate Transfer.
COD Commercial Operations Date.
EMD Earnest Money Deposit.
EPC Engineering, Procurement and Construction.
Km/km Kilometre.
kWh Kilowatt Hour.
LOI Letter of Intent.
LSTK Lump Sum Turn Key.
LT Low Tension.
MCMD Million Cubic Metres per Day.
MLD Million Litres per Day.
MMSCMD Million Metric Standard Cubic Meter per Day.
MMTPA Million Metric Tonne Per Annum.
MW Mega Watt.
NHAI National Highways Authority of India.
NHDP National Highways Development Project.
PPP Public Private Partnership.
PWC Public Works Department.
O&M Operations and Maintenance.
SEZ Special Economic Zone.
SPV Special Purpose Vehicle.
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CERTAIN CONVENTIONS PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All
numbers in this document have been prescribed in millions or in whole numbers where the numbers have been
too small to present in millions.
Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated
consolidated and unconsolidated financial statements prepared in accordance with Indian GAAP and the SEBI
Guidelines, which are included in this Draft Red Herring Prospectus. Our fiscal year commences on April 1 and
ends on March 31 of the next year. So all references to a particular fiscal year are to the twelve-month period
ended on March 31 of that year.
We have not attempted to quantify their impact on the financial data included herein and we urge you to consult
your own advisors regarding such differences and their impact on our financial data. The degree to which the
Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any
reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited.
In this Draft Red Herring Prospectus, any discrepancies in any table between the totals and the sum of the
amounts listed are due to rounding off.
Market and industry data used in this Draft Red Herring Prospectus has generally been obtained or derived from
industry publications and sources. These publications typically state that the information contained therein has
been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Accordingly, no investment decisions should be made based on such
information. Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has
not been verified. Similarly, we believe that the internal company reports are reliable however they have not
been verified by any independent sources.
The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.
There are no standard data gathering methodologies in the construction industry in India and methodologies and
assumptions may vary widely among different industry sources. All references to CRISINFAC are to the
CRISIL Infrastructure Report - July 2007.
13
FORWARD-LOOKING STATEMENTS
All statements contained in this Draft Red Herring Prospectus that are not statements of historical fact constitute
“forward-looking statements.” All statements regarding our expected financial condition and results of
operations, business, plans and prospects are forward-looking statements. These forward-looking statements
include statements as to our business strategy, our revenue and profitability, planned projects and other matters
discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts. These forward-
looking statements and any other projections contained in this Draft Red Herring Prospectus (whether made by
us or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements or other projections.
Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”,
“believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will
pursue” or other words or phrases of similar import. All forward looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement. Important factors that could cause actual results to
differ materially from our expectations include, among others:
• Any change in government policies resulting in a decrease in the expenditure on infrastructure projects, a
decrease in private sector participation in infrastructure projects, the restructuring of existing projects or
delays in payment to us;
• If we experience insufficient cash flows or are unable to obtain the necessary funds to allow us to make
required payments on our debt or fund working capital requirements;
• If we are unable to pass on unanticipated increases in sub-contracting costs or in the price of materials
consumed, labour or other project-related inputs;
• If we are unable to get an adequate and timely supply of key materials such as steel, cement and aggregates;
• If we are unable to attract, recruit and retain skilled personnel;
• If we are unable to claim tax incentives under Section 80IA of the IT Act;
• If our actual expenses in executing projects undertaken by our developer business vary substantially from
the assumptions underlying our bid and we are unable to recover all or some of the additional expenses; and
• If we are unable to obtain, renew or maintain the statutory and regulatory permits and approvals required to
operate our business
a.
For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”
beginning on page 15 of this Draft Red Herring Prospectus.
By their nature, certain risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. We, the members of the Syndicate and their respective affiliates do not have any obligation to, and do
not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or
to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with SEBI requirements, we and the BRLMs will ensure that investors in India are informed of
material developments until such time as the grant of listing and trading permission by the Stock Exchanges.
14
RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Draft Red Herring Prospectus, including the risks and uncertainties, before making an investment in our
Company’s Equity Shares. To obtain a better understanding of our business, you should read this section in
conjunction with the sections entitled “Our Business” and “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations” beginning on pages 103 and 241, respectively, of this Draft
Red Herring Prospectus, together with all other financial information contained in this Draft Red Herring
Prospectus. If any one or some combination of the following risks were to occur, our business prospects, results
of operations and financial condition could be adversely affected and the trading price of our Equity Shares and
the value of your investment in our Equity Shares could decline or could be lost.
Internal Risk Factors
1. Our business is substantially dependent on infrastructure projects in India undertaken or awarded

by government authorities and other entities funded by governments. Any change in government policies
resulting in a decrease in the expenditure on infrastructure projects, a decrease in private sector participation
in infrastructure projects, the restructuring of existing projects or delays in payment to us may adversely
affect our business and results of operations.
Our business is substantially dependent on infrastructure projects in India undertaken or awarded by government
authorities and other entities funded by governments or international and multilateral development finance
institutions. Contracts awarded by the Government of India, state and local government authorities accounted
for 72.82% of our total income for the three-months ended June 30, 2007 on a consolidated basis and we expect
that such contracts will continue to account for a high percentage of our total income in the short to medium
term. Sustained increases in budgetary allocations by the Government and various state governments for
investments in the infrastructure sector, the development of structured and comprehensive infrastructure policies
that encourage greater private sector participation and increased funding by international and multilateral
development financial institutions in infrastructure projects in India have resulted in and are expected to
continue to result in increases in the amount of infrastructure projects undertaken in India. If there is any change
in government policies that result in a slowdown in the development of infrastructure projects, a decrease in the
participation of the private sector in such projects or a restructuring of such projects or delays in payment to us,
our business and results of operations may be adversely affected.
2. We have significant working capital requirements and require debt to partly finance our
construction projects and developer projects. If we experience insufficient cash flows or are unable to obtain
the necessary funds to allow us to make required payments on our debt or fund working capital requirements,
there may be an adverse effect on our results of operations.
Both our construction business and developer business require a significant amount of working capital. In many
cases, significant amounts of working capital are required to finance the purchase of materials, the hiring of
equipment and the performance of engineering, construction and other work on projects before payments are
received from clients or units are sold or leased. As at June 30, 2007, on a consolidated basis, we had
outstanding secured loans of Rs. 2,005.03 million, Rs 6.98 million in unsecured loans. In certain cases, we are
contractually obligated to our clients to fund the working capital requirements of our projects.
We provide bank guarantees or performance bonds in favour of clients to secure obligations under contracts. In
addition, letters of credit are often required to satisfy payment obligations to suppliers and sub-contractors.
Providing security to obtain letters of credit, bank guarantees and performance bonds increases our working
capital needs. If we are unable to provide sufficient collateral to secure the letters of credit, bank guarantees or
performance bonds, our ability to enter into new contracts or obtain adequate supplies could be limited, which
could have a material adverse effect on our financial condition and results of operations.
Our working capital requirements have increased in recent years because we have undertaken a growing number
of large-scale projects and more projects with an overlapping timeframe. We will need significant additional
working capital to finance our future business plans and, in particular, our plan for expansion as referred to in
“Objects of the Issue” on page 65 of this Draft Red Herring Prospectus. Due to various factors, including
certain extraneous factors such as changes in tariff regulations, interest rates, insurance and other costs or
15
borrowing and lending restrictions, if any, we may not be able to finance our working capital needs, or secure
other financing when needed, on acceptable commercial terms. Any such situation would adversely affect our
business and growth prospects.
3. Contracts awarded to us by governments or government-backed entities may be unilaterally

terminated for convenience.
One of the standard conditions in contracts typically awarded by governments or government-backed entities is
that the government or entity, as the client, has the right to terminate the contract for convenience, without any
reason, at any time after providing us with notice that may vary from a period of 30 to 90 days. While we would
be paid for works completed prior to the date of termination, no other amount would be payable to us by the
client. This could result in the resources allocated by us to a terminated project being rendered idle until such
assets are assigned to another project or being rendered permanently redundant. Furthermore, government
clients retain certain rights to terminate BOT contracts prior to the expiration of the Concession Period, subject
to payment of compensation to us.
4. Most agreements that either our construction business or developer business have entered into
contain penalty or liquidated damage clauses for any delay in the completion of a project. We have not been
able complete certain projects as per the schedule of implementation.
Our projects in both the construction and the developer businesses are typically subject to specific completion
schedule requirements. Failure to adhere to contractually agreed timelines for reasons other than specified force
majeure events could result in our being required to pay liquidated damages, lead to forfeiture of security
deposits or invocation of performance guarantees, which could have a material adverse effect on our results of
operations and financial condition. In addition, it could cause damage to our reputation, which could adversely
affect our ability to pre-qualify for projects, which in turn may adversely affect our business, results of
operations and financial condition.
We have not completed the construction of an 80 MLD sewage treatment plant at Airoli, Navi Mumbai,
Maharashtra for Navi Mumbai Municipal Corporation by the scheduled completion date, which was in October
2007. Under the terms of the agreement, we are required to pay a penalty of Rs. 100,000 per day we exceed the
scheduled completion date, subject to a maximum cap of 5% of the contract value. The contract value is Rs. 590
million. We have requested the company for an extension of time but have yet to receive a response. We expect
to complete construction of the project by the end of December 2007.
5. Projects included in our Order Book may be delayed, modified cancelled or not fully paid for by our
clients and, therefore, statements regarding our Order Book may not be representative of our future results.
We define our Order Book the value of projects awarded to us for which we have entered into signed
agreements or received letters of award or letters of intent or work orders, but for which we have not yet
commenced the work; and the value of the unexecuted portion of projects on which we have commenced work.
The value of our Order Book was Rs. 41,593.00 million as at September 30, 2007 compared with Rs. 22,308.00
million as at March 31, 2007. We have added contracts worth Rs. 4,664.10 million to our Order Book during the
period from October 1, 2007 through November 30, 2007. Order Book projects represent business that is
considered firm, but cancellations or scope or schedule adjustments may occur, either during the construction
period or at its conclusion. We may also encounter problems executing the project as ordered, or executing it on
a timely basis. Moreover, factors beyond our control or the control of our clients may postpone a project or
cause its cancellation, including delays or failures to obtain necessary permits, authorizations, permissions,
right-of-way, delays or failure to receive performance bonds and other types of difficulties or obstructions. Due
to the possibility of cancellations or changes in project scope and schedule, as a result of exercises of our
clients’ discretion, problems we encounter in project execution, or reasons outside our control or the control of
our clients, we cannot predict with certainty when, if or to what extent an Order Book project will be performed.
Delays in the completion of a project can lead to clients delaying or refusing to make payment to us of some or
all of the amounts we expect to be paid in respect of the project. Even relatively short delays or surmountable
difficulties in the execution of a project could result in our failure to receive, on a timely basis or at all, the final
payments due to us on a project. These payments often represent an important portion of the margin we expect
to earn on the project. In addition, even where a project proceeds as scheduled, it is possible that the contracting
parties may default or otherwise fail to pay amounts owed. Any delay, reduction in scope, cancellation,
execution difficulty, payment postponement or payment default in regard to Order Book projects or any other
16
uncompleted projects, or disputes with clients in respect of any of the foregoing, could materially harm our cash
flow position, revenues and earnings.
6. We have not entered into any definitive agreements to use a substantial portion of the net proceeds
of the Issue and the objects of the Issue have not been appraised by any bank or financial institution.
We intend to use the net proceeds of the Issue as set forth in the section entitled “Objects of the Issue” beginning
on page 65 of this Draft Red Herring Prospectus. Except for the investments in four of the Subsidiaries, we have
not entered into any definitive agreements to utilize the net proceeds of the Issue. In particular, we have not
placed orders for any of the plant and machinery to be financed from the net proceeds of the Issue. We have
relied on third party quotations to calculate the expected amount of the net proceeds of the Issue to be spent on
plant and machinery. Consequently, these estimates may be inaccurate and we may require additional funds to
implement the objects of the Issue. The purposes for which the net proceeds of the Issue are to be utilized have
not been appraised by an independent entity and are based on our estimates and on third-party quotations. In the
absence of such independent appraisal, the deployment of the net proceeds of the Issue is at our discretion.
7. We have not yet placed any order for purchase of the construction equipment which is a part of the
objects of the Issue.
One of the objects of the Issue is to purchase construction equipments to strengthen our execution capacity. We
have obtained quotations for the construction equipment proposed to be purchased but have not yet placed
orders for the same. There might be a substantial time gap in obtaining of the quotations and placing of the
orders for purchase of the construction equipment. Thus we cannot assure you that we will be able to purchase
the construction equipments at the same price at which we obtained quotations.
8. Certain projects forming part of the objects of the Issue have not yet attained financial closure
which jeopardizes our investment in the subsidiaries developing these projects
Equity investment in Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park
(Chattisgarh) Limited and Ramky Gems & Jewellery Park (Chhattisgarh) Limited is a part of the objects of the
Issue. The projects to be developed by these subsidiaries are in the initial stages of development and have not
yet attained financial closure. In the event we are unable to obtain financial closure, the projects to be developed
by these subsidiaries may be adversely affected. This may adversely affect the value of our investment in these
subsidiaries.
9. We have filed application under industrial park scheme for projects to be developed by Ramky
Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park (Chattisgarh) Limited and Ramky
Gems & Jewellery Park (Chhattisgarh) Limited
We have filed application under industrial park scheme for projects to be developed by three of our subsidiaries
i.e, Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park (Chattisgarh) Limited and
Ramky Gems & Jewellery Park (Chhattisgarh) Limited. These applications are pending approval and there can
be no guarantee that the approvals will be awarded to the concerned subsidiaries. In the event we fail to obtain
the approvals, the projects to be developed by the aforesaid subsidiaries may be impacted.
10. Timely and successful completion of our projects is dependent upon our performance and, in the
case of some of our projects, the cooperation of our joint venture partners and sub-contractors.
We often enter into joint ventures to take on a project or sub-contract part of the work in a project to various
sub-contractors. In those instances, the completion of the contract for our client depends in part on the
performance of our joint venture partners and sub-contractors. If a joint venture partner or sub-contractor fails
to complete its work on a project on time, we could be in breach of the contract. If we are required to pay any
money as a result of such breach, our joint venture partners or sub-contractors may not have adequate financial
resources to meet their indemnity obligations to us. Losses may derive from risks not addressed in our
indemnity agreements or insurance policies, or it may no longer be possible to obtain adequate insurance against
some risks on commercially reasonable terms. Failure to effectively cover ourselves against risks for any of
these reasons could expose us to substantial costs and potentially lead to material losses.
17
11. If we are unable to execute larger projects and effectively manage our growth, our business could be
disrupted and our profitability could be reduced.
We have experienced considerable growth in recent years. Our total income, has grown at a CAGR of 630.18%
between fiscal 2003 and fiscal 2007, increasing from Rs. 1,006.98 million in fiscal 2003 on a standalone basis to
Rs. 7,352.75 million in fiscal 2007 on a consolidated basis, and our profit after tax has grown at a CAGR of
836.73% between fiscal 2003 and fiscal 2007, increasing from Rs. 43.59 million in fiscal 2003 on a standalone
basis to Rs. 408.32 million in fiscal 2007 on a consolidated basis. In addition, we are continually bidding for
and being awarded larger projects. The average value of new construction contracts awarded to us in fiscal
2006, fiscal 2007 and the six months ended September 30, 2007 was Rs. 133 million, Rs. 218 million and Rs.
345 million, respectively. We expect our business to continue to grow as we gain greater access to financial
resources and are awarded larger and potentially more profitable projects by our clients. While larger projects
provide the opportunity for greater profitability, they also pose greater challenges and risk. We expect our
strategy of bidding for larger projects and our growth generally to place significant demands on us and require
us to continuously evolve and improve our operational, financial and internal controls, including management
controls, reporting systems and procedures, across our organization. In particular, taking on larger projects and
continued expansion increases the challenges involved in:
• preserving a uniform culture, values and work environment across our projects;
• developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications, internal control and other internal systems;
• recruiting, training and retaining sufficient skilled management, technical and marketing personnel;
• requirements for increased amount of working capital and, therefore, increasing amounts of debt financing;
• maintaining high levels of client satisfaction; and
• adhering to health, safety, and environmental standards.
If we fail to effectively manage larger projects or our growth generally, it could have an adverse effect on our
business, results of operations and financial condition.
12. We may be unable to pre-qualify to bid on certain larger construction or developer projects on our
own and if we are unable to forge alliances with third parties, we may be precluded from bidding for those
large construction and developer projects.
We may be unable to pre-qualify to bid on certain large construction and developer projects on our own. In
order to be able to bid for certain large construction or developer projects, we enter into memoranda of
understanding or joint venture agreements with various other companies to meet capital adequacy, technical or
other criteria that may be required as part of the bidding process or execution of the contract. In cases where we
are unable to forge an alliance with appropriate companies to meet pre-qualification requirements, we may lose
out on opportunities to bid, which could have an adverse effect on our growth prospects.
13. Adverse publicity and costs associated with warranty claims and project liability due to defects in our
projects could adversely affect our business, results of operations and financial condition.
Defects, if any, in our projects could require us to undertake service and rectification actions. These actions
could require us to expend considerable resources in correcting the problems and could adversely affect future
demand for our construction services. Defects in our projects that arise from defective components or materials
supplied by external suppliers may or may not be covered under warranties provided by such third parties. A
failure to meet quality standards could expose us to the risk of claims during the project execution period when
our obligations are typically secured by performance guarantees, which typically range from 5.0% to 10.0% of
the contract price, and during the defects liability period, which typically runs for 12 months to 24 months from
the date of handing over. In defending such alleged claims or taking such remedial actions, substantial costs may
be incurred and adverse publicity generated Management resources could be diverted away from our business
towards defending such claims or taking such remedial action. As a result, our results of operations and financial
condition could be adversely affected. Customers may also make claims against us for liquidated damages
provided in the contracts. In addition, in the event that the defects are not rectified to the satisfaction of our
customers, they may decide not to return part or the entire amount paid as a performance guarantee. Such
actions may in aggregate adversely affect our results of operations and financial condition.
18
14. Our results of operations of our construction business may be adversely affected if we are unable to
pass on unanticipated increases in sub-contracting costs or in the price of materials consumed, labour or
other project-related inputs.
The cost of sub-contracting, materials consumed, labour and other project related inputs constitutes a significant
part of our operating expenses. Our sub-contracting costs constituted 40.52% and 35.58% of our total costs for
fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated basis. Our business
requires various materials including, steel, cement and aggregates (sand, bricks and sized metals). Material
costs are included in the line item “materials consumed” in our statements of profit and loss. Materials
consumed, which also includes the cost of our mechanical and other equipment, constituted 25.49% and 32.20%
of our total costs for fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated
basis. Labour costs comprise (a) the costs of our employees’ wages and benefits in the line item “staff costs” in
our statements of profit and loss and (b) labour and wages for site workers, which is included the line item
“other direct expenses” in our statements of profit and loss. Labour costs constituted 10.45% and 9.87% of our
total costs for fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated basis.
Labour costs for skilled personnel, such as engineers, have nearly doubled in the past year and the cost of
unskilled construction labour has increased in the same period by approximately 35%. Our ability to pass on
increases in the price of sub-contracting charges, materials, labour and other project related inputs may be
limited in the case of fixed-price and lump sum, turn-key contracts, contracts with limited price escalation
provisions and contracts for the construction phase of developer projects. Many of the contracts into which we
enter do not contain price escalation clauses.
Unanticipated increases in the price of sub-contracting charges, materials consumed, labour and other project
related inputs may also have compounding effects by increasing costs of performing other parts of the contract.
This may contribute to our profits on such projects being less than originally estimated or may even result in us
experiencing losses. Depending on the size of the project, the variation from the estimated contract value could
have a significant adverse effect on our results of operations and financial condition.
15. Most agreements that we have entered into have restrictions on sub-contracting and use of
employees.
As at June 30, 2007, we have sub-contracted certain portions of our works to sub-contractors. While we are
permitted to engage sub-contractors under some contracts, clients typically impose several restrictions on our
ability to do so. These restrictions may cover the scope, type and/or amount of work that may sub-contracted,
which in certain cases cannot exceed 20%, and in a few cases 50%, of the total works to be performed under the
contracts. In others cases, we cannot sub-contract the contract to a sub-contractor unless the bid form expressly
mentions such sub-contracting.
Additionally, certain contracts, notably those relating to construction of military facilities, include restrictions
that may prevent us from using certain employees on the relevant projects. Any default or delay on our part to
comply with such a restriction may result in us being liable for damages to the client.
16. If the Company was to default on any of its obligations under its working capital loan agreement
with State Bank of India, which had an outstanding amount of Rs. 842.30 million as at June 30, 2007, State
Bank of India would be able to convert the outstanding balance of the underlying loan into Equity Shares.
If the Company was to default on any of its obligations under its working capital loan agreement with State
Bank of India, which had an outstanding amount of Rs. 842.30 million as at June 30, 2007, State Bank of India
has the right to convert the then outstanding balance of the underlying loan into Equity Shares at a mutually
acceptable formula. If State Bank of India was to exercise its conversion right, the resulting issuance of new
Equity Shares would dilute the positions of investors in the Equity Shares, which could adversely affect the
market price of the Equity Shares.
17. The Company has pledged or has agreed to pledge a large portion of the shares it holds in certain of
its subsidiaries in favour of lenders, who may take control of such subsidiaries upon the occurrence and
continuance of a default under the relevant financing documents.
The Company has pledged or agreed to pledge 8,942,000 equity shares in Ramky Pharmacity (India) Limited
amounting to Rs. 89.4 million, 9,750,000 equity shares in MDDA Ramky IS Bus Terminal Limited amounting
to Rs. 97.5 million, and 25,500 equity shares in Gwalior Bypass Project Limited amounting to Rs. 0.25 million
19
in favour of certain lenders as security for the loans provided to these companies. If our subsidiaries default on
their obligations under the relevant financing documents, the lenders may, upon the expiry of the applicable cure
periods, exercise their rights under the share pledges, have the shares transferred to their names and take
management control over the pledged companies. If this happens, we will lose the value of any such pledged
shares and we will no longer be able to recognize any revenue attributable to them.
18. We are subject to certain restrictive covenants under the shareholders agreement with SAPE and
Tara India.
The Company along with Mr. Alla Ayodhya Rami Reddy, Mr. Yancharla Ratnakar Nagaraja, Ms. A.
Dakshayani, Ms. Y.N. Madhu Rani, Mr. Alla Dasratha Rami Reddy, Mr. A. Veeraghavamma, Ramky Finance
& Investment Private Limited and Mr. Alla Ayodhya Rami Reddy on behalf of Master A. Sharan and Master A.
Ishan (Collectively referred to as the “Members”), has entered into a subscription and shareholders agreement
dated November 24, 2006 with Sabre Abraaj Infrastructure Private Limited (“SAPE”) and Tara Indian Fund III
(“Tara India”, and together with SAPE, the “Investors”) (the “Shareholders Agreement”). The Shareholders
Agreement contains a number of restrictive covenants, including the following:
• For a period of 18 months from the completion of the Issue, each of the Investors shall have the right to
appoint a nominee director on the board of directors of the Company and a valid quorum of the Board
requires the presence of both the nominee directors of the Investors. Mr. Ayodhya Rami Reddy is required
to continue to be the executive chairman of the Company for a period of 18 months from the completion of
the Issue. A valid quorum for the shareholders meeting requires the presence of at least one representative
of the Investors. None of the fundamental issues would be considered in a shareholders meeting unless one
representative of the Investors is present in the meeting.
• For a period of 18 months from the completion of the Issue, we need to obtain the Investors’ consent for
transacting certain business at the Board meeting or shareholders meeting of the Company, which, among
other things, include the following: a declaration of a dividend; a change in the capital structure of the
Company; the creation or adoption of any equity option plan; the winding up or liquidation of the
Company; and a change in the registered office of the Company.
• For a period of 18 months after the completion of the Issue, the Investors will have the right of first offer to
invest in equity of the affiliates (as defined in the Shareholders Agreement) of the Company or Members
engaged in the business of waste management.
• For a period of 18 months after completion of the Issue, the Investors shall have the right to appoint the
Company’s statutory auditors from the accounting firms listed in the SHA.
• No affiliate of the Members shall participate in the equity of the future SPVs and subsidiaries set up for the
purposes of the Company’s business, provided that in the event the Company does not meet the technical
qualification requirements for a contract on a standalone basis, the Company may with the Investors’
consent allow an affiliate of the Member to participate in the equity of a future SPV.
These restrictive covenants may restrict the Company from acting in a way it would have acted but for the
restrictive covenants, which could have a material adverse effect on the Company’s business.
For further details on the Shareholders Agreement, see the section titled “History and Certain Corporate
Matters–Material Agreements and Arrangements–Shareholders Agreement with SAPE and Tara India”
beginning on page 137 of this Draft Red Herring Prospectus”.
19. Our indebtedness and the conditions and restrictions imposed on us by our financing agreements
and any acceleration of amounts due under such arrangements could adversely affect our ability to conduct
our business.
As at June 30, 2007, we had total secured loans of Rs. 2,005.03 million and total unsecured loans of Rs. 6.98
million on a consolidated basis. We may incur additional indebtedness in the future. Our indebtedness could
have several important consequences, including, but not limited to, the following:
• a portion of our cash flow will be utilized for servicing of our existing debt instead of operations, which will
reduce the availability of cash to fund working capital needs, capital expenditures, and other general
corporate requirements;
• our ability to obtain additional financing in the future at reasonable terms may be restricted;
• an increase in interest rates may affect the cost of our borrowings and our margins, as some of our loans are
at variable interest rates;
20
• we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive
pressures and may have reduced flexibility in responding to changing business, regulatory and economic
conditions;
• limit our ability to pursue growth plans; and
• require us to meet additional financial covenants.
Our financing arrangements are secured by our movable assets and personal guarantees and pledges of Equity
Shares by the Promoters. Our accounts receivable and inventories are subject to charges created in favour of
specific secured lenders.
Many of our financing agreements also include various conditions and covenants that require us to obtain lender
consents prior to carrying out certain activities and entering into certain transactions. We cannot assure you that
we will be able to obtain these consents and any failure to obtain these consents could have significant adverse
consequences for our business. Specifically, we must seek, and may be unable to obtain, prior written
permission of one or more lenders to effect any scheme of amalgamation, merger or acquisition; effect any
changes in the Company’s capital structure; implement a new scheme of expansion or diversification; enter into
any borrowing or non-borrowing arrangement either secured or unsecured with any other bank, financial
institution, company or firm; effect any drastic changes in our Promoters, directors or management; approach
the capital markets for mobilising additional resources either in the form of debt or equity; make any alterations
in the Company’s controlling ownership or any documents relating to the Company’s constitution; invest in the
shares or debentures of any other company or extend finance to associate companies; undertake any
restructuring within the Company; repay all monies brought into the Company by its promoters, directors,
principal shareholders and their relatives or friends by way of deposits/loans/advances; declare dividends;
implement a new scheme of expansion or diversification; lend or advance or place deposits with any other
concern; apply short term working capital funds for long term uses; undertake guarantee obligations on behalf of
any other borrower or third party; undertake any new project; create any charge, lien or encumbrance over the
Company’s undertakings in favour of any financial institution, bank, company or firm; sell, assign, mortgage or
otherwise dispose off any of the fixed assets charged to the bank; enter into contractual obligations of a long
term nature or affecting the Company financially to a significant extent; change the practice with regard to the
remuneration of Directors; pay commission to the Directors in consideration for the personal guarantees
furnished by them; and make investments in fixed assets or associates and group companies except to the extent
projected to the bank..
We believe that our relationships with our lenders are good. Compliance with the various terms of our loans is,
however, subject to interpretation and we cannot assure you that we have been in compliance with the terms of
our loans at all times. As a result, it is possible that a lender could assert that we have not complied with all the
terms under our financing documents. Any failure to service our indebtedness, comply with a requirement to
obtain a consent or perform any condition or covenant could lead to a termination of one or more of our credit
facilities, acceleration of amounts due under such facilities and cross-defaults under certain of our other
financing agreements, any of which may adversely affect our ability to conduct our business and have a material
adverse effect on our financial condition and results of operations.
20. Since the beginning of fiscal 2003, we have claimed certain tax credits under Section 80IA of the IT
Act relating to infrastructure development projects, which decrease the effective tax rates compared to the
statutory tax rates. The Deputy Commissioner of Income Tax has disallowed our claim for these tax credits
for fiscal 2003, fiscal 2004 and fiscal 2005, which decisions we have appealed. We have not been assessed for
tax purposes for fiscal 2006, fiscal 2007 and the three months ended June 30, 2007. If we are unable to claim
these tax incentives, it could adversely affect our financial condition and results of operations.
Since the beginning of fiscal 2003, we have claimed certain tax credits under Section 80IA of the IT Act relating
to infrastructure development projects, which decrease the effective tax rates compared to the statutory tax rates.
The Deputy Commissioner of Income Tax has disallowed our claim for these tax credits for fiscal 2003, fiscal
2003, fiscal 2004 and fiscal 2005, which decisions we have appealed. We have not been assessed for tax
purposes for fiscal 2006, fiscal 2007 and the three months ended June 30, 2007. Set forth below is a table
showing, on a standalone basis, our total tax payable with and without claiming the tax credit under Section
80IA of the IT Act for fiscal 2003-2007 and the three months ended June 30, 2007.
Tax Assessment Increase in Tax if
Tax Assessment with
without 80IA 80IA Deduction
Particulars 80IA Deduction
Deduction Disallowed
(Rs. Million)
(Rs. Million) (Rs. Million)
21
Three Months Ended June 30,
2007
Total Tax Payable 34.36 43.06 8.70
Fiscal 2007
Fiscal 2006
Fiscal 2005
Fiscal 2004
Fiscal 2003
Grand Total 250.92 423.09 143.23
We have paid the tax amount assessed by the Deputy Commissioner for Taxation for fiscal 2003-2005 and
appealed the decisions to disallow our claim for the tax incentives under Section 80IA of the IT Act. These
cases are still pending. For details, see the section titled “Outstanding Litigation and Material Developments–
Tax Cases by the Company” on page 279 of this Draft Red Herring Prospectus.
If we are unable to claim the tax incentives under Section 80IA of the IT Act, it would reduce the balance
carried forward in our statement of profit and loss and reduce our reserves and surplus in our statement of assets
and liabilities. In addition, if we are unable to claim the tax incentives for fiscal 2006, fiscal 2007 and the three
months ended June 30, 2007, we would be liable to pay interest on the unpaid tax amount at the rate of 1% per
month.
21. Our business is subject to a significant number of tax regimes; and changes in legislation governing
the rules implementing them or the regulator enforcing them in any one of those jurisdictions could
negatively and adversely affect our results of operations.
We currently have operations and staff spread across 13 states of India. Consequently, we are subject to the
jurisdiction of a number of tax authorities and regimes. The revenues recorded and income earned in these
various jurisdictions are taxed on differing bases, including net income actually earned, net income deemed
earned and revenue-based tax withholding. The final determination of our tax liabilities involves the
interpretation of local tax laws and related regulations in each jurisdiction as well as the significant use of
estimates and assumptions regarding the scope of future operations and results achieved and the timing and
nature of income earned and expenditures incurred. Changes in the operating environment, including changes in
tax law, could impact the determination of our tax liabilities for any given tax year.
Taxes and other levies imposed by the central or state governments in India that affect our industry include
customs duties, excise duties, VAT, income tax, service tax and other taxes, duties or surcharges introduced
from time to time. The central and state tax scheme in India is extensive and subject to change from time to
time. Any adverse changes in any of the taxes levied by the central or state governments may adversely affect
our competitive position and profitability.
22. Other Promoter Group companies are engaged in similar businesses to us, which creates potential
conflicts of interest for our Promoters.
Most of the Promoter Group companies are engaged in business activities similar to those undertaken by us.
Their involvement in these sectors could be a potential source of conflict of interest for our Promoters. In
addition, attention to the other Promoter Group entities may distract or dilute management attention from our
business, which could adversely affect our results of operations and financial condition. For further information,
see the section entitled “Our Promoters – Promoter Group Companies” beginning on page 163 of this Draft Red
Herring Prospectus.
23. We have entered into transactions with Promoter Group companies, which could result in a conflict
of interest. In addition, 15.44% of our consolidated revenue in the three months ended June 30, 2007 and
22
13.05% of our consolidated revenue in fiscal 2007 was generated from contracts entered into with Promoter
Group companies and there can be no assurance that the Promoter Group companies will continue to enter
into contracts with us.
We have entered into certain transactions with the Promoter Group companies. Although the contracts we have
entered into with the Promoter Group companies have been entered into on an arms-length basis, these
transactions and any future transactions with our related parties have involved or could potentially involve
conflicts of interest. For detailed information on our related party transactions, see the section entitled “Related
Party Transactions” on page 178 of this Draft Red Herring Prospectus. Furthermore, our business is expected to
involve transactions with such related parties in the future.
Moreover, 15.44% of our consolidated revenue in the three months ended June 30, 2007 and 13.05% of our
consolidated revenue in fiscal 2007 was generated from contracts entered into with Promoter Group companies.
There can be no assurance that the Promoter Group companies will continue to enter into contracts with us
following the Issue. In the event that one or more of the Promoter Group companies were to discontinue
entering into contracts with us or were enter into fewer contracts with us, our business, results of operation and
financial condition could be adversely affected.
24. If we are unable to retain the services of our key managerial personnel, our business and results of
operations could be adversely impacted.
We are highly dependent on our key managerial personnel for setting our strategic direction and managing our
business. We do not maintain key-man insurance for any of our key managerial personnel. Due to the limited
pool of available skilled personnel, competition for senior management in our industry is intense. The loss of
any of the members of our key managerial personnel, in particular, Mr. Y. R. Nagaraja, our Managing Director
and a civil engineer who has over 22 years of project management experience, Mr. A. P. Kurian, our Senior
Vice-President-Operations and a civil engineer with over 20 years of core construction experience in India,
South East Asia and the Middle East, and Mr. V. V. Rao, our Chief Financial Officer, who has in aggregate over
21 years experience in the area of finance and accounts, may materially and adversely impact our business,
results of operations and financial condition.
25. If we are unable to attract, recruit and retain skilled personnel, our business and results of
operations could be adversely impacted.
Our business is dependent on our ability to attract, recruit and retain talented and skilled personnel. A significant
number of our employees are skilled engineers, and we face strong competition to recruit and retain skilled and
professionally qualified staff. Due to the limited pool of available skilled personnel, competition for skilled
engineers in our industry is intense. In the last year, wages for our skilled personnel have increased by an
average of 30%. The level of competition for skilled personnel has led to a high attrition rate in our industry. In
the last few years we have experienced some attrition as well. We may experience difficulties in attracting,
recruiting and retaining an appropriate number of managers and engineers for our business needs. We may need
to further increase the salaries we pay to attract and retain such personnel, which may affect our profit margins.
However, there can be no assurance that increased salaries will result in a lower rate of attrition. Our future
performance will depend upon the continued services of our skilled personnel. If we are unable to manage the
attrition levels in different employee categories, it could materially and adversely impact our business, results of
operations and financial condition.
26. We face significant competition.
The competition for construction contracts and developer projects varies depending on the size, nature and
complexity of the project and on the geographical region in which the project is to be executed. Some of the
construction businesses and developer businesses that we compete against have greater financial resources,
economies of scale and operating efficiencies. For more information on our competitors, see “Our Business –
Competition” beginning on page 130 of this Draft Red Herring Prospectus. There can be no assurance that we
can continue to effectively compete with our competitors in the future, and the failure to compete effectively
may have an adverse effect on our business, financial condition and results of operations. Furthermore, an
increase in competition arising from the entry of new competitors into any sector in which we operate may force
us to reduce our bid prices, which in turn could affect our profitability.
23
27. For projects that have a contract value of less than Rs. 1 billion, government agencies in India may
grant “purchase preference” to public sector construction companies whose bid for the project is within 10%
of the lowest bidder, and give such public sector enterprises an option to match the lowest bid.
Many of the projects for which we bid have a contract value of less than Rs. 1 billion. The ability of public
sector contractors to match the lowest bid in such circumstances may result in the loss of a contract that we
otherwise would have won, which may have an adverse effect on our business.
28. Our insurance coverage may not adequately protect us against all losses.
Our significant insurance policies consist of workmen compensation policies, contractors all risk policies, public
liability policies, vehicle insurances, transit insurance (for materials as per legal requirements), money in transit
policies and key-man insurance. While we believe that the insurance coverage we maintain would reasonably
be adequate to cover all normal risks associated with the operation of our business, there can be no assurance
that any claim under the insurance policies maintained by us will be honored fully, in part or on time, nor that
we have taken out sufficient insurance to cover all material losses. To the extent that we suffer loss or damage
resulting from not obtaining or maintaining insurance or exceeding our insurance coverage, the loss would have
to be borne by us and it could have a material adverse effect on our results of operations and financial condition.
29. In some instances we have not obtained the insurance required under a contract, which gives the
employer the right to terminate the contract if we do not obtain the requisite insurance after notice from the
employer that we are in breach of the contract.
Under certain of our contracts, we are required to obtain insurance for the project undertaken by us, which, in
some cases, we have not obtained or we have permitted such insurance policies to lapse prior to the completion
of the project. In some contracts, the insurance coverage had to be extended to the defects liability period. We
have, in some cases, let this lapse as well. In addition, when we sub-contract out our work to sub-contractors,
our agreements with them require them to comply with the insurance requirements set forth in the main contract
between us and the employer. However, we do not always insist on seeing the insurance policies that are
required to be obtained by our sub-contractors, so we cannot be assured that they always obtain the requisite
insurance. In the event that we or our sub-contractors do not have the insurance policies required under a
contract, the employer has the right to terminate the contract if, after serving notice of breach on us, we or our
sub-contractor do not obtain the required insurance. If a contract is terminated, it could have a material adverse
effect on our results of operations and financial condition.
30. Our operations are subject to physical hazards and similar risks that could expose us to material
liabilities, loss in revenues and increased expenses.
While construction companies, including us, conduct various scientific and site studies during the course of
bidding for projects, there are always unanticipated or unforeseen risks that may come up due to adverse
weather conditions, geological conditions, specification changes and other reasons. Additionally, our operations
are subject to hazards inherent in providing engineering and construction services, such as risk of equipment
failure, work accidents, fire or explosion, including hazards that may cause injury and loss of life, severe
damage to and destruction of property and equipment, and environmental damage. Our policy of covering these
risks through contractual limitations of liability, indemnities and insurance may not always be effective. In some
of the jurisdictions in which we operate, environmental and workers’ compensation liability may be assigned to
us as a matter of law. As per AS 7 of the Indian Accounting Standards, construction companies are required to
recognize, in the respective accounting period, potential losses that may be incurred in the foreseeable future.
These liabilities and costs could have a material adverse effect on our business, results of operations and
financial condition.
31. We could be adversely affected if we fail to keep pace with technical and technological developments
in the construction industry.
Our recent experience indicates that clients are increasingly developing larger, more technically complex
projects in the civil construction and infrastructure sector. To meet our clients’ needs, we must regularly update
existing technology and acquire or develop new technology for our engineering and construction services. In
addition, rapid and frequent technology and market demand changes can often render existing technologies and
equipment obsolete, requiring substantial new capital expenditures and/or write-downs of assets, which could
have an adverse effect on our financial position and results up operations. In addition, if we fail to anticipate or
24
to respond adequately to changing technical, market demands and/or client requirements, it could adversely
affect our business and results of operations.
32. Claims made by us against our clients for payments have increased over the last few years and
failure by us to recover adequately on existing and future claims could have a material adverse effect on our
financial condition, results of operations and cash flows.
Our project claims have increased in recent years as the number and size of our projects has increased. Project
claims are claims brought by us against our clients for additional work and costs incurred in excess of the
contract price or amounts not included in the contract price. These claims typically arise from changes in the
initial scope of work or from delays caused by the client. These claims are often subject to lengthy arbitration,
litigation or other dispute resolution proceedings. The costs associated with these changes or client caused
delays include additional direct costs, such as labour and material costs associated with the performance of the
additional work, as well as indirect costs that may arise due to delays in the completion of the project, such as
increased labour costs resulting from changes in labour markets. We have used significant additional working
capital in projects with cost overruns pending the resolution of the relevant project claims. To date, we have
experienced a favourable success rate in collecting such claims from our clients. However, we cannot be
assured that historically favourable results in claims collection will continue and project claims may continue in
the future. For further information, please refer to the section titled “Outstanding Litigation and Material
Developments” on page 277 of this Draft Red Herring Prospectus.
Failure to recover amounts under these claims could have a material adverse impact on our liquidity, financial
condition and results of operations.
33. Delays associated with the collection of receivables from our clients may adversely affect our
business and results of our operations.
There may be delays associated with the collection of receivables from our clients, including government
owned, controlled or funded entities and related parties. As at June 30, 2007, on a consolidated basis, Rs. 684.05
million, or 30.73%, of our accounts receivable were outstanding for a period of more than six months. Of the
total debtors outstanding as at June 30, 2007, Rs. 1,099.92 million or 49.41% was owed to us by related parties.
Our operations involve significant working capital requirements and delayed collection of receivables could
adversely affect our liquidity and results of operations. In addition, we may be subject to additional regulatory or
other scrutiny associated with commercial transactions with government owned, controlled or funded entities.
34. Our results of operations could be adversely affected by strikes, work stoppages or increased wage
demands by our employees or any other kind of disputes with our employees.
As at June 30, 2007, we employed 1,111 full-time employees. While we believe that we maintain good
relationships with our employees, there can be no assurance that we will not experience future disruptions to our
operations due to disputes or other problems with our work force, which may adversely affect our business and
results of operations.
35. We may undertake strategic acquisitions or investments, which may prove to be difficult to integrate
and manage or may not be successful.
In the future, we may make strategic acquisitions of other companies whose resources, capabilities and
strategies are complementary to and likely to enhance our business operations. If we acquire another company,
we could face difficulties integrating the acquired operations. In addition, the key personnel of the acquired
company could decide not to work for us. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. There can be no assurance that we will be able to
achieve the strategic purpose of such an acquisition or operational integration or our targeted or any acceptable
return on such an investment.
36. We have issued Equity Shares in the last 12 months at a price that could be lower than the Issue
Price.
We have issued Equity Shares in the last 12 months at a price that could be lower than the Issue Price. On
March 31, 2007, we issued 50,000 Equity Shares to our employees upon exercise of options under the Ramky
Infrastructure Limited Employee Stock Option Plan 2006. In addition, on March 31, 2007, we issued 50,000
25
Equity Shares to employees of the Promoter Group companies. Furthermore, on December 7, 2007, we issued
1,155,169 Equity Shares to certain shareholders upon conversion of convertible preference shares and
41,183,345 bonus Equity Shares to our shareholders. For further details regarding such issuances of Equity
Shares, please see “Capital Structure” on page 56 of this Draft Red Herring Prospectus.
37. There are outstanding legal proceedings against the Company, our Directors, the Promoters, the
Promoter Group entities and our Subsidiaries.
We are involved in legal proceedings and claims in India in relation to certain civil matters. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new
developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may
need to make provisions in our financial statements, which could increase our expenses and our current
liabilities. Further, we may also not be able to quantify all the claims in which we or any of our group
companies are involved. We cannot assure you that these legal proceedings will be decided in our favour. Any
adverse decision may have a significant effect on our business and results of operations. There can be no
assurance that the provisions we have made for litigation will be sufficient or that further substantial litigation
will not be brought against us in the future. Our failure to successfully defend these or other claims or if our
current provisions prove to be inadequate, our business, prospects, financial condition and results of operations
could be adversely affected.
The table below summarises our outstanding litigations against us as of December 12, 2007:
Proceedings Against the Against the Against the Against the

Company Promoters and Promoter Group Subsidiaries
Directors Companies
Monopolies and Nil Nil Nil Nil
restrictive trade
commission
Consumer Cases Nil Nil Nil Nil
Criminal Nil Nil Nil
Proceedings
Civil Proceedings Three cases with a total One case* One case with a total
liability of Rs. 45.64 liability of Rs. 6.01
million.* million.*
Labour Cases Nil Nil Two cases** Nil
Direct tax cases One case with a total Nil Nil Nil
liability of Rs. 18.91
million.*
Indirect tax cases One case with a total Nil Nil Nil
liability of Rs. 98.22
million.*
Securities Nil Nil Nil Nil
proceedings
* The financial liability is calculated as per the relief sought in the pleadings wherever provided. Interest claimed has been
excluded.
** No financial liability has been mentioned as the relief sought under these cases includes reinstatement of employees,
removal of constructions raised etc.
For more information regarding these legal proceedings, see the section titled “Outstanding Litigation and
Material Developments” on page 277.
38. We have certain contingent liabilities that may adversely affect our financial condition.
Clients of construction companies usually demand performance guarantees from construction companies as a
safety net against potential defaults by the construction companies. Additionally, construction companies are
usually required to have letters of credit issued by their lenders in favour of their suppliers and other vendors.
Therefore, construction companies often carry substantial contingent liabilities for the projects they undertake.
While to date, none of our clients have invoked any of our guarantees or letters of credit as a result of a default
by us under our infrastructure project contracts, we cannot be assured that this positive result will continue in the
future.
26
In certain contracts, we are required to furnish performance guarantees within a specified period of time ranging
from seven to 28 days. In some cases, we have failed to furnish the performance guarantees within the specified
period of time. Our failure to enter into such a guarantee within the specified period of time may result in
termination of the contract or forfeiture of deposits.
39. As at June 30, 2007, contingent liabilities appearing in our consolidated financial statements aggregated
to Rs. 7,947.73 million.
Our contingent liabilities included Rs. 3,865.26 million of guarantees in favour of various authorities. If we are
unable to complete a project on schedule, the client may invoke such performance guarantees. Our contingent
liabilities also included Rs. 120.18 million of letters of credit issued by various banks, Rs. 24.78 million of
foreign letters of credit issued by various banks, and Rs. 865.10 million for a corporate guarantee in favor of
UTI Bank for a credit facility availed by Ramky Enviro Engineers Ltd. and Ramky Pharmacity India Limited. If
we are unable to pay or otherwise default on our obligations, our lenders may be required pursuant to the
relevant letters of credit or guarantees to cover the full or remaining balance of our obligations. In the event that
any of these contingent liabilities materialize, our financial condition may be adversely affected. For further
information, please see Annexure XIII of the section titled “Consolidated Financial Statements” beginning on
page 234 of this Draft Red Herring Prospectus.
40. Certain entities forming part of the Promoter Group have incurred losses in the past.
Some of the Promoter Group companies have incurred losses in recent years, as set forth in the table below:
(Rs. in Million)
Profit/(Loss) after Tax
Year Ended,
Name of the Company March 31, 2007 March 31, 2006 March 31, 2005
MDDA Ramky ISBT Ltd.

(6.63) (6.85) (6.86)
Ramky Engineering & Consulting Services
FZC
(4.83) NA NA
For a detailed description of the Promoter Group companies, please see the section entitled “Our Promoters and
Promoter Group Companies” beginning on page 163 of this Draft Red Herring Prospectus.
41. Our corporate logo is not registered and we use it in common with other Promoter Group
Companies.
Our corporate logo is not registered as a trademark. We use it in common with our other Promoter Group
Companies. One of our Promoter Group Companies, namely, Ramky Finance and Investment Private Limited
has filed an application with the registrar of trademarks for registration of the logo as a trademark in its name. It
has, however, given a no-objection letter to us in which it has confirmed that the Company has been using the
logo prior to the filing of the registration application and has also confirmed that it does not have any objection
to our continued use of the logo even after the registration of the trademark in its name.
42. Our zonal and regional offices are leased and the lease agreements for these premises have not been
registered as required under Indian law.
We have entered into various lease agreements for our zonal and regional offices, which have not been
registered as required under Indian law. The lease agreements are required to be registered under the provisions
27
of the Indian Stamp Act, 1899 and the Registration Act, 1908 and they may not be admitted as evidence in an
Indian court until they are duly registered. Most of these lease agreements are between us and Promoter Group
companies.
Additional Risks in Relation to our Developer Business
43. The developer business is a relatively new business for us.
Our developer business is relatively new business for us. We only earned revenue from our developer business
segment for the first time in fiscal 2007. To date, our developer business has completed only one project and we
have 10 projects in various stages of planning and implementation. Our relative inexperience as a developer
could put us at a competitive disadvantage. Our developer business contributed 9.21% and 12.92% of our
consolidated total income for the three months ended June 30, 2007 and the year ended March 31, 2007,
respectively. Our developer business had an operating loss of Rs. 1.15 million for the three months ended June
30, 2007 and an operating profit of Rs. 12.94 million for the year ended March 31, 2007. Any further losses by
our subsidiaries undertaking developer projects could adversely affect our results of operations and financial
condition on a consolidated basis.
44. Our actual expenses in executing projects undertaken by our developer business may vary
substantially from the assumptions underlying our bid and we may be unable to recover all or some of the
additional expenses, which may have a material adverse effect on our results of operations and financial
condition.
Unless our developer business companies enter into EPC fixed price contracts, they are exposed to the risk that
the actual expenses in executing their projects may vary substantially from the assumptions underlying their bids
and they may be unable to recover all or some of the additional expenses. The actual expense in constructing a
project undertaken by our developer business companies may vary substantially from the assumptions
underlying their bid for several reasons, including:
• unanticipated increases in the cost of sub-contracting, raw materials, fuel, labour or other inputs;
• unforeseen construction conditions, including the inability to obtain requisite environmental and other
approvals, resulting in delays and increased costs;
• delays caused by local weather conditions; and
• suppliers’ or sub-contractors’ failures to perform.
Additionally, our developer business companies may have to bear the costs related to quantities of construction
material and equipment exceeding its estimates at the time of bidding.
Depending on the size of a project, variations from estimated construction costs of a project could have a
significant adverse effect on our results of operations and financial condition on a consolidated basis.
45. The success of our developer business is dependent on our ability to anticipate and respond to
consumer requirements, both in terms of the type and location of our projects.
The growth of the Indian economy has led to changes in the way businesses operate in India, while population
growth and urbanization continue to drive demand for mass housing. The Government has sought to address the
demand for commercial and residential developments that address such growth through its SEZ policies and its
involvement in public-private partnerships. Our developer business engages in the development of SEZ projects
and projects undertaken on a public-private partnership basis. Nevertheless, pursuing SEZ projects and public-
private partnership projects does not assure the success of our developer business projects. As customers
continue to seek better housing and better amenities as part of their residential needs, we are required to
continue our focus on the development of quality residential accommodation with various amenities. Moreover,
the growth and success of our commercial and industrial developer business depends on the provision of high
quality office space and industrial space, respectively, to attract and retain businesses that are willing and able to
pay rent or purchase prices at suitable levels, and on our ability to anticipate the future needs and expansion
plans of these businesses. If we are unable to provide these customers their preference or we failure to anticipate
and respond to customer needs accordingly, it will have an adverse affect our business, results of operations and
financial condition.
28
46. Our ability to sell or lease our development properties will be affected by the availability of financing
to potential customers, especially buyers of residential properties.
A large number of our customers, especially buyers of residential properties finance their purchases through
third party mortgage financing. The availing of home loans for residential properties has become particularly
attractive due to income tax benefits and high disposable income. The availability of home loans may, however,
be affected if such income tax benefits are withdrawn or the interest rates on such loans continue to increase or
there is decrease in the availability of home loans. This may affect the ability of our customers to finance the
purchase of their residential properties and may consequently affect the demand for our properties.
47. Market conditions may affect our ability to sell or lease our development properties at expected
prices, which could adversely affect our results of operations and financial condition.
There is a significant lag between the time we acquire development rights to land for SEZ and public-private
partnership projects and the time that we develop and sell or lease our projects. We will be affected if the market
conditions deteriorate, if we construct inventories at higher prices due to increases in sub-contracting costs, raw
materials, fuel costs, labour or other inputs or if the value of constructed inventories subsequently decline. The
risk of developing SEZs and public-private partnership developments can be substantial as the market value of
inventories can change significantly as a result of changing economic and market conditions. Since development
investments are relatively illiquid, our ability to mitigate the risk of any market fluctuations is limited.
48. Uncertainties and/or changes in Governmental policies relating to SEZs may adversely affect our
SEZ developments.
Changes and/or uncertainties in the Government's policies or regulatory framework may adversely affect our
SEZ developments. In early 2007 the Government announced that it was delaying approval for hundreds of SEZ
proposals until after it had decided on several issues relating to SEZs. Even after the delay of approvals ends,
the framework under the Special Economic Zone Act, 2005 will remain in a state of evolution and there could
be further changes in the SEZ regulations. Additionally, the selection procedure for the granting of SEZ
licenses is open to challenge. The future success of SEZ developments is dependent on the continued
availability of fiscal incentives under the SEZ regime. The possibility of the withdrawal of the applicable
benefits and concessions in the future may adversely affect the attractiveness of SEZs.
49. If the maintenance costs for our road BOT projects are higher than we forecast in preparing our bid
for those projects, it could have an adverse effect on our results of operations.
As our revenue structure under our two road BOT semi-annuity projects is set over the life of the agreements,
our results of operations on those projects is largely a function of how effectively we are able to manage the
maintenance costs for those roads during the terms of those agreements. If the maintenance costs increase
beyond the amount we forecast in our bids for those projects, our results of operations may be adversely
affected.
50. We have not complied with the terms of the letter of award for the initial 250 acres awarded to us for
the Haldia pharmaceutical, bio-technology and chemical SEZ, which may permit HDA to cancel the award.
Pursuant to a letter dated September 27, 2007, Haldia Development Authority (“HDA”) informed us that the
first 250 acres for the pharmaceutical, bio-technology and chemical SEZ had been acquired and HDA offered us
the right to lease that land for 90 years, which lease is renewable on terms to be agreed. The land premium for
the 250 acres is Rs. 1 million per acre, with a total land premium of Rs. 250 million. The letter of award states
that the Company is required to pay 50% of the land premium for the 250 acres by October 27, 2007 with the
remaining balance to be paid by December 27, 2007. Although the letter of award stated those conditions, the
Company made a counter offer and paid 10% of the land premium and stated that the balance would be paid
upon receipt of environmental clearance. HDA did not object to the Company’s counter offer and banked the
Company’s cheque for 10% of the land premium. However, HDA has not explicitly agreed to the revised terms.
There is a possibility that the Company’s non-compliance with the payment terms set forth in the letter of award
may permit HDA to cancel the award, which would mean that the Company would get its 10% deposit back and
it would lose the right to develop the 250 acres of land that is subject to the letter of award.
Risk Factors Related to the Shares
29
51. Our Promoters will continue to retain majority control in the Company after the Issue, which will
enable them to influence the outcome of matters submitted to shareholders for approval.
Upon completion of the Issue, the Promoters will beneficially own [●]% of our post-Issue equity share capital.
As a result, the Promoters will have the ability to control our business including matters relating to any sale of
all or substantially all of our assets, the timing and distribution of dividends and the election or termination of
appointment of our officers and Directors. This control could delay, defer or prevent a change in control of the
Company, impede a merger, consolidation, takeover or other business combination involving the Company, or
discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the
Company even if it is in the Company’s best interest.
In addition, for so long as the Promoters continue to exercise significant control over the Company, they may
influence the material policies of the Company in a manner that could conflict with the interests of our other
shareholders. The Promoters may have interests that are adverse to the interests of our other shareholders and
may take positions with which our other shareholders do not agree.
52. Any further issuance of Equity Shares by the Company or sales of Equity Shares by any significant
shareholders may adversely affect the trading price of the Equity Shares.
Any future issuance of our Equity Shares by the Company could dilute your shareholding. Any such future
issuance of our Equity Shares or sales of our Equity Shares by any of our significant shareholders may also
adversely affect the trading price of our Equity Shares, and could impact our ability to raise capital through an
offering of our securities. In addition, any perception by investors that such issuances or sales might occur could
also affect the trading price of our Equity Shares. Upon completion of the Issue, 20% of our post-Issue paid-up
capital held by our Promoters will be locked up for a period of three years from the date of Allotment. In
addition to the 20% of the post-Issue shareholding of our Company locked-in for three years, our entire pre-
Issue Equity Share capital constituting [●] Equity Shares will be locked-in for a period of one year from the date
of Allotment, except Equity Shares allotted under ESOP 2006 and ESPS 2006 and held by our employees. For
further information relating to such Equity Shares that will be locked up, please see Notes to the Capital
Structure in the section “Capital Structure” beginning on page 61 of this Draft Red Herring Prospectus.
53. You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares you
purchase in the Issue.
The Equity Shares will be listed on the NSE and the BSE. Pursuant to Indian regulations, certain actions must be
completed before the Equity Shares can be listed and trading may commence. Investors’ book entry, or “demat”,
accounts with depository participants in India are expected to be credited within two working days of the date
on which the basis of allotment is approved by NSE and BSE. Thereafter, upon receipt of final approval from
the NSE and the BSE, trading in the Equity Shares is expected to commence within seven working days of the
date on which the basis of allotment is approved by the Designated Stock Exchange. We cannot assure that the
Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence,
within the time periods specified above
54. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares
may not develop.
Prior to this Issue, there has been no public market for our Equity Shares. The trading price of our Equity Shares
may fluctuate after this Issue due to a variety of factors, including our results of operations and the performance
of our business, competitive conditions, general economic, political and social factors, volatility in the Indian
and global securities markets, the performance of the Indian and global economy, significant developments in
India’s fiscal regime and other factors. There can be no assurance that an active trading market for our Equity
Shares will develop or be sustained after this Issue, or that the price at which our Equity Shares are initially
offered will correspond to the prices at which they will trade in the market subsequent to this Issue.
External Risk Factors
55. We are subject to risks arising from interest rate fluctuations, which could adversely affect our
business, financial condition and results of operations.
30
Changes in interest rates could significantly affect our financial condition and results of operations. As at June
30, 2007, Rs. 1,322.05 million of our borrowings were at floating rates of interest. If the interest rates for our
existing or future borrowings increase significantly, our cost of servicing such debt will increase. This may
adversely impact our results of operations, planned capital expenditures and cash flows.
56. If we are unable to obtain, renew or maintain the statutory and regulatory permits and approvals
required to operate our business, our business, financial condition and results of operation could be
materially adversely affected.
We require certain statutory and regulatory permits and approvals for our business. In particular, 10 of our 11
developer projects are in the initial stages of development and they require certain regulatory permits and
approvals. There can be no assurance that the relevant authorities will issue such permits or approvals in the
timeframe anticipated by us or at all. Failure by us to renew, maintain or obtain the required permits or
approvals may result in us being unable to proceed with or finish a developer project or result in the interruption
of our construction business, any of which may have a material adverse effect on our business, financial
condition and results of operations.
57. Our business is subject to a variety of environmental laws and regulations. Any failure on our part
to comply with applicable environmental laws and regulations could have an adverse effect on our business.
Our operations are subject to numerous environmental protection laws and regulations, which are complex and
stringent. We regularly perform work in and around sensitive environmental areas such as rivers, lakes,
coastlines and forests. Sanctions for failure to comply with these laws, rules and regulations, many of which
may be applied retroactively, may include administrative, civil and criminal penalties, revocation of permits and
corrective action orders. In addition, we incur significant expenditure relating to operating methodologies and
standards in order to comply with applicable environmental laws and regulations. Furthermore, we believe
environmental regulations in India will become more stringent in the future. The scope and extent of new
environmental regulations, including their effect on our operations, cannot be predicted with certainty. The costs
and management time required to comply with these requirements could be significant.
58. Our operations are sensitive to weather conditions.
We have business activities that could be materially and adversely affected by severe weather. Severe weather
conditions may require us to curtail services and may result in damage to a portion of our fleet of equipment or
to our facilities, resulting in the suspension of operations, and may further prevent us from delivering materials
to our project sites in accordance with contract schedules or generally reduce our productivity. Our operations
are also adversely affected by difficult working conditions and extremely high temperatures during summer
months and during monsoon, which restrict our ability to carry on construction activities and fully utilize our
resources. During periods of curtailed activity due to adverse weather conditions, we may continue to incur
operating expenses, but our revenues from operations may be delayed or reduced.
We record construction business revenues for those stages of a project that we complete, after we receive
certification from the client that such stage has been successfully completed. Since revenues are not recognized
until we make progress on a contract and receive such certification from our clients, revenues recorded in the
first half of our financial year between April and September are traditionally substantially lower compared to
revenues recorded during the second half of our financial year due in part to adverse weather conditions.
59. Our business could be adversely impacted by economic, political and social developments in India.
Our performance and growth are dependent on the health of the Indian economy. The Indian economy could be
adversely affected by various factors, such as political and regulatory action, including adverse changes in
liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities,
interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy
could adversely impact our business, our results of operations and our financial condition.
31
60. Civil unrest, acts of violence including terrorism or war involving India and other countries could
materially and adversely affect the financial markets and our business.
Civil unrest, acts of violence including terrorism or war, may negatively affect the Indian stock markets and also
materially and adversely affect the financial markets worldwide. These acts may also result in a loss of business
confidence, make travel and other services more difficult and ultimately materially and adversely affect our
business. Although the governments of India and neighbouring countries have recently been engaged in
conciliatory efforts, any deterioration in relations between India and neighbouring countries might result in
investor concern about stability in the region, which could materially and adversely affect the price of the Equity
Shares.
India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as
other adverse social, economic and political events in India could have an adverse impact on us. Such incidents
could also create a greater perception that investment in Indian companies involves a higher degree of risk and
could have an adverse impact on our business, financial condition, results of operations and the price of the
Equity Shares.
61. Natural calamities could have a negative impact on the Indian economy and cause our business to
suffer.
India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few
years. Natural calamities could have a negative impact on the Indian economy and may cause suspension, delays
or damage to our current projects and operations, which may adversely affect our business and our results of
operations.
Notes to Risk Factors:
• Public issue of [●] Equity Shares for cash at a price of Rs. [●] per Equity Share aggregating up to Rs.
4,000 million. The Issue would constitute [●]% of the fully diluted post Issue paid-up capital of the
Company. Our Company is exploring the possibility of a Pre-IPO Placement. If the Pre-IPO Placement
is completed, the number of Equity Shares issued pursuant to the Pre-IPO Placement, will be reduced
from the Issue, subject to a minimum issue size of 10% of the post-Issue share capital.
• The Company’s net worth on a standalone basis as at June 30, 2007 was Rs. 2,159.21 million and the
Company’s net worth on a consolidated basis as at June 30, 2007 was Rs. 2,139.74 million.
• The book value per Equity Share as at June 30, 2007 was Rs. 304.91 per Equity Share as per our
standalone financial statements and the book value per Equity Share as at June 30, 2007 was Rs. 258
per Equity Share as per our consolidated financial statements. For more information, see the section
entitled “Financial Statements” on page 184 of this Draft Red Herring Prospectus.
• The net asset value per Equity Share was Rs. 304.91 million as at June 30, 2007 as per our standalone
financial statements and the net asset value per Equity Share was Rs. 302.16 million as at June 30,
2007 as per our consolidated financial statements.
• Except as disclosed in the sections entitled “Our Promoters and Promoter Group Companies” and “Our
Management” beginning on pages 163 and 150, respectively, of this Draft Red Herring Prospectus,
none of the Promoters, Directors or key managerial personnel have any interest in the Company except
to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares
held by them or their relatives and associates or held by companies, firms and trusts in which they are
interested as director, member, partner or trustee and to the extent of the benefit arising out of such
shareholding.
• The Company has not made any loans and advances to any person(s)/ company in which the Director’s
are interested, except as disclosed in the section titled “Financial Statements” beginning on page 184.
32
• For information on changes in the Company’s name; changes in the object clause of the MOA of the
Company, refer to section entitled “History and Certain Corporate Matters” on page 137 of this Draft
Red Herring Prospectus.
• In terms of Rule 19(2)(b) of the SCRR, this being an Issue for less than 25% of the post-Issue capital,
the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue
shall be allotted on a proportionate basis to QIBs. 5% of the QIB Portion shall be available for
allocation to Mutual Funds only and the remaining QIB Portion shall be available for allocation to the
QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price.
If at least 60% of the Issue cannot be allotted to QIBs, then th e entire application money will be
refunded forthwith. Furthermore, not less than 10% of the Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available
for allocation on a proportionate basis to Retail Individual Bidders subject to valid Bids being received
at or above the Issue Price. For further details, please refer to the section entitled “Issue Structure”
• Except for issues of the bonus Equity Shares, we have not issued Equity Shares for consideration other
than cash. For further details, please refer to the section entitled Capital Structure – Notes to the Capital
Structure” beginning on page 63 of this Draft Red Herring Prospectus.
• For details of transactions in the securities of the Company by the Promoters, Promoter Group and
directors in the last six months, please refer to the section entitled “Capital Structure – Notes to Capital
Structure” beginning on page 62 of this Draft Red Herring Prospectus.
• The average cost of acquisition of Equity Shares by Mr. Alla Ayodhya Rami Reddy is Rs. 0.68 and for
Mr. Yancharla Ratnakar Nagaraja is Rs. 0.00 per Equity Share.
• For related party transactions refer to the section entitled “Related Party Transactions” on page 178 of
this Draft Red Herring Prospectus. The cumulative value of Related Party Transactions for the three
months ending June 30, 2007 was Rs. 1,147.29 million on a consolidated basis. Further, Ramky
Finance and Investment Private Limited, a Promoter Group company holds 0.455% of our Company.
• Investors may contact the BRLMs or the Company for any complaints, information or clarifications
pertaining to the Issue. The BRLMs and the Company will be obliged to provide such clarification or
information to investors at large. No selective or additional information would be available for a
limited group of investors in any manner whatsoever.
• Investors are advised to refer to the section titled “Basis for the Issue Price” beginning on page 76 of
this Draft Red Herring Prospectus before making an investment.
• Investors should note that in case of oversubscription in the Issue, allotment would be made on a
proportionate basis to Qualified Institutional Bidders, Retail Individual Bidders and Non–Institutional
Bidders. Under-subscription, if any, in any category, except the QIB Portion, would be used to satisfy
excess demand from other categories at our discretion, in consultation with the BRLMs. For more
information, see the section “Issue Procedure – Allotment – Basis of Allotment” beginning on page
333 of this Draft Red Herring Prospectus.
• Trading in Equity Shares for all investors shall be in dematerialised form only.
• Investors may contact the BRLMs or Syndicate Members for any complaints pertaining to the Issue.
33
SUMMARY OF BUSINESS AND INDUSTRY
Overview
We are an integrated (i) construction and (ii) infrastructure development and management company in India
with a strategic emphasis on environmental oriented projects. Since commencing our business over 13 years
ago, we have been involved in water and waste water projects, transportation projects, irrigation projects,
industrial projects and parks (including SEZs), power transmission and distribution projects, residential,
commercial and retail property developments and a transport terminal development. We are headquartered in
Hyderabad and have five zonal offices and three regional offices throughout India.
The Company is the flagship company of the Ramky Group, a group of affiliated companies that, in addition to
the services provided by the Company, provides waste management, environmental consulting, finance and
accounting, data management, indirect procurement, real estate development and emerging technologies
services.
We operate in two principal business segments: (i) a construction business, which is operated by the Company,
and (ii) a developer business, which comprises nine of the Subsidiaries and the Associate. In addition, the
Company has entered into a memorandum of understanding with Haldia Development Authority (“HDA”) for
the Company to develop a 2,500 acre SEZ in Haldia, West Bengal. Pursuant to a letter dated September 27,
2007, HDA offered the Company the right to develop the initial 250 acres of the park. The memorandum of
understanding provides that the Company and HDA will incorporate a special purpose vehicle for the project in
which the Company will have an 89% interest and HDA will have an 11% but as of yet the special purpose
vehicle has not been incorporated. Except for that project, each of our development projects is operated by an
individual special purpose vehicle promoted by the Company. In addition to our construction business and
developer business, Ramky Engineering and Consulting Services FZC, the Company’s 100% owned subsidiary
in the United Arab Emirates, operates a small consultancy business.
The Company (Construction Business)
The Company, which operates the construction business, undertakes projects in the following sectors:
• Water and waste water projects such as water treatment plants, water transmission and distribution
systems, elevated reservoirs and ground level service reservoirs, sewage treatment plants, common
effluent treatment plants, tertiary treatment plants, underground drainages and lake restorations (the
“Water and Waste Water” sector);
• Irrigation projects such as cross drainage works, lift irrigation projects, dams and barrages (the
“Irrigation” sector);
• Industrial construction projects such as industrial parks and related works (the “Industrial” sector);
• Transportation projects such as expressways, highways, bridges, flyovers and dedicated service
corridors (the “Transportation” sector);
• Building construction, which includes commercial, residential, public, institutional and corporate
buildings, mass housing projects and related infrastructure and facilities such as hospitals and shopping
malls (the “Building Construction” sector); and
• Power transmission and distribution projects such as electricity transmission networks, substations,
feeder lines, and low tension distribution lines (the “Power Transmission and Distribution” sector).
The Company executes projects for (i) unaffiliated third parties, (ii) Promoter Group companies, and (iii) certain
of the Subsidiaries. For the year ended March 31, 2007 and the three months ended June 30, 2007, projects
undertaken for third parties accounted for 76.11% and 70.56%, respectively, of the Company’s operating
34
income on a standalone basis; projects undertaken for Promoter Group companies accounted for 13.49% and
13.45%, respectively, of the Company’s operating income on a standalone basis; and projects undertaken for the
Subsidiaries accounted for 10.40% and 14.99%, respectively, of the Company’s operating income on a
standalone basis. For the purposes of consolidation, only revenue received from third parties and Promoter
Group companies, which are considered to be external clients, is included in operating income on a consolidated
basis and the revenue received from the Subsidiaries is eliminated. For the year ended March 31, 2007 and the
three months ended June 30, 2007, the construction business segment revenue from external clients accounted
for 87.08% and 90.79%, respectively, of the Company’s operating income on a consolidated basis `
Some of the major unaffiliated third party clients of our construction business include: Singareni Collieries Co.
Ltd.; Visweswarya Technological University; Hyderabad Municipal Water Supply & Sewerage Board; Gujarat
Water Supply & Sewerage Board; Andhra Pradesh Health & Medical Housing & Infrastructure Development
Corporation; Karnataka Neeravari Nigam Limited; and Irrigation & CAD (PWD), Government of Andhra
Pradesh.
Our construction business primarily enters into three different types of contracts: engineering, procurement and
construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts. Contracts
entered into with unaffiliated third parties are the result of the Company having successfully engaged in a
competitive bidding process. Contracts entered into with Promoter Group companies, the Subsidiaries and the
Associates are negotiated, usually after third-party quotes for the construction project in question have been
received. The Company is a preferred contractor of the Promoter Group companies, the Subsidiaries and the
Associates.
Developer Business
Our developer business segment began in fiscal 2007. Each of the entities that comprise our developer business
is a special purpose vehicle formed for the development of one project. The table below gives summary details
of each of our subsidiaries and the Associate that comprise our developer business.
Completion
Company’s
Estimated Date/
Beneficial
Name of Subsidiary Project Cost in Scheduled
Ownership
or Associate Project and Location Rs. Million Completion
(%)
Date
Ramky Pharma City 51 Jawaharlal Nehru Pharma City 4,009.58 June 2008
(India) Limited Industrial Park at Parawada
Visakhapatanam, Andhra Pradesh
MDDA Ramky IS 100 Inter State Bus Terminal in 131.00 June 2004 (Phase
Bus Terminal Limited Dehradun, Uttarakhand (Phase 1) (Phase 1) 1)
Commercial Mall located next to the 152.40 March 2008
Inter State Bus Terminal in (Phase 2) (Phase 2)
Dehradun, Uttarakhand (Phase 2)
Gwalior Bypass 51 Gwalior Bypass Project in Gwalior, 3,321.12 October 2009

Project Limited Madhya Pradesh
Ramky Towers 51 Commercial and residential buildings 2,667.37 September 2009

Limited in Gachibowli, Hyderabad, Andhra
Pradesh
Ramky Hyderabad 74 Outer Ring Road to Hyderabad City 3,993.70 April 2010
Ring Road Limited
Ramky Herbal and 100(1) Herbal and Medicinal Industrial Park 964.43 October 2014
Medicinal Park in the District of Dhamtari,
(Chhattisgarh) Chhattisgarh
Limited
Ramky Food Park 100(2) Food Processing Industrial Park in 834.84 October 2014
(Chhattisgarh) the district of Rajnandagao,
35
Completion
Company’s
Estimated Date/
Beneficial
Ownership
(%)
Date
Limited Chhattisgarh
Ramky Gems & 100(3) Gem and Jewellery industrial park in 1,834.00 October 2014
Jewellery Park the district of Raipur, Chhattisgarh
(Chhattisgarh)
Limited
Ramky Enclave 89.01 Integrated Housing Project 1,120.07 June 2010

Limited
Ramky Integrated 00.00(4) Integrated Housing Project 19,492.00 72 months from

Township Limited the date on which
the conditions
precedent as
specified in the
of expression of
interest-cum-
request for
proposal
document for the
project are
satisfied
(1) The Company will have an 89% in the entity after financial closure of the project for which the entity
was formed.
(2) The Company will have an 89% interest in the entity after financial closure of the project for which the
entity was formed.
(3) The Company will have a 26% in the entity after financial closure of the project for which the entity
was formed.
(4) The Company will have a 30.60% in the entity after financial closure of the project for which the entity
was formed.
In addition, the Company has entered into a memorandum of understanding with HDA for the Company to
develop a 2,500 acre pharmaceutical, bio-technology and chemical park in Haldia, West Bengal. The
preliminary estimated cost of the entire 2,500 acre park is Rs. 9,500 million. Pursuant to a letter dated
September 27, 2007, HDA offered the Company the right to develop the initial 250 acres of the park. The
preliminary estimated project cost for developing the initial 250 acres is Rs. 950 million, including the land
premium. A more detailed estimate of the project cost for the initial 250 acres will be prepared after the
completion of the detailed project report. The initial 250 acres of the park is expected to be completed by
December 2010. The memorandum of understanding provides that the Company and HDA will incorporate a
special purpose vehicle for the project in which the Company will have an 89% interest and HDA will have an
11% but as of yet the special purpose vehicle has not been incorporated.
Our work force, as at June 30, 2007, consisted of 1,111 full-time employees on a consolidated basis.
We have a large fleet of sophisticated construction equipment, including, concrete batching plants, transit
mixers, concrete pumps, reversible drum mixers, excavators, rock breakers, backhoe loaders, dozers and tough
riders, all of which we own.
Our work force, machinery assets, financial net worth and past execution capabilities enable us to undertake
many large-scale projects, which we define as any construction project above Rs. 1 billion and developer
business projects worth more than Rs. 1 billion.
36
Our western zone office is ISO 9001:2000 certified for the quality management system we apply to the design,
development, engineering and construction with operation and maintenance of water, sewerage and effluent
treatment plants together with collection and distribution pipelines, construction and execution of roads, bridges,
buildings, irrigation and such other infrastructure works. We are in the process of obtaining the same
certification for the Company. We have also received several accolades, including the 2005 Best Construction
Award from the Government of Rajasthan and the Indian Concrete Institute’s 2005 Outstanding Concrete
Structure Award for Gandhi Medical College and Hospital Complex in Hyderabad. Our Chairman, Mr. Alla
Ayodhya Rami Reddy, received the Engineer of the Year Award – 2005 from the Government of Andhra
Pradesh and the Institution of Engineers (India). Our strict adherence to health, safety and environmental
policies and our contributions to environmental management have also been recognized. In particular, we were
awarded an Environmental Leadership Award by the United States – Asia Environmental Partnership in 2004
and the Safety Health and Environment Performance Award by the Confederation of Indian Industry in 2005.
In the year ended March 31, 2007 and the three months ended June 30, 2007, our total income on a consolidated
basis was Rs. 7,403.42 million and Rs. 1,729.67 million, respectively. In the year ended March 31, 2007 and the
three months ended June 30, 2007, we earned a net profit, as restated, on a consolidated basis of Rs. 408.32
million and Rs. 76.14 million, respectively. The value of our Order Book was Rs. 41,593.00 million as at
September 30, 2007 compared with Rs. 22,308.00 million as at March 31, 2007. We have added contracts worth
Rs. 4,664.10 million to our Order Book during the period from October 1, 2007 through November 30, 2007.
Corporate History and Structure
The Company was originally incorporated as Ramky Engineers Private Limited on April 13, 1994 to undertake
construction projects. In 1998, we diversified into construction and began to undertake civil and environmental
EPC projects. Our early construction projects were primarily concentrated in the water and waste water sector.
Subsequently, we expanded into roads, buildings, irrigation and industrial construction. We then decided to
leverage opportunities in infrastructure construction and on June 23, 2003, Ramky Engineers Private Limited
was renamed Ramky Infrastructure Private Limited. On June 24, 2003 Ramky Infrastructure Private Limited
was converted into a public limited and became Ramky Infrastructure Limited.
Until fiscal 2007, we conducted all our operations and business through the Company. Set forth below is our
organizational chart showing the Company’s beneficial interest in each entity and the business segment each
entity is involved in.
Ramky Engineering and Consulting Services

Construction Business Segment Developer Business Segment(1) (FZC)
100% (Consultancy Services)
Ramky Pharma Ramky Gwalior Ramky Ramky Integrated

City (India) Towers Bypass Hyderabad Township Limited
Limited Limited Project Ring Road 30.60%
50.72% 51% Limited Limited
51% 74%
MDDA Ramky IS Ramky Enclave Ramky Herbal Ramky Food Park Ramky Gems &
Bus Terminal Limited and Medicinal (Chhattisgarh) Jewellery Park
Limited 89.01% Park Limited (Chhattisgarh)
100% (Chhattisgarh)
37 100%(3) Limited
Limited 100%(4)
100%(2)
(1) On September 27, 2007, the Company was awarded the right to develop a 2,500 acre pharmaceutical,
bio-technology and chemical park in Haldia, West Bengal. The Company plans to transfer its rights and
obligations in the project to a special purpose vehicle in which the Company will have an 89% interest
but as of yet it has not done so.
entity was formed.
entity was formed.
(4) The Company will have a 26% interest in the entity after financial closure of the project for which the
entity was formed.
Our Strengths
We believe that we have the following strengths:
Experience and expertise in construction and management of environmental infrastructure projects
We believe that our experience and expertise in planning, designing and constructing environmental
infrastructure projects is a competitive strength and differentiates us from many of our competitors when
bidding for environmental infrastructure projects. Constructing and operating environmental infrastructure
projects, particularly in the area of Water and Waste Water, has been a significant area of focus for our business.
We have an in-house design and engineering team headquartered in Mumbai that specializes in designing and
making proposals for Water and Waste Water projects. This team makes use of the latest design tools, including
the latest design software and state-of-the-art computers, and technology that is new to India. For example, we
use C- Tech technology for sewage treatment plants, which is an aerobic biological process where aeration,
settling and decanting happens in a single tank and which eliminates the inefficiencies of continuous systems
like activated sludge process and extended aeration. The focus of this team enables us to build on our past
experience in the Water and Waste Water sector and maintain our expertise in this area.
From April 1, 2002 to June 30, 2007, we completed 82 Water and Waste Water projects and we are currently
undertaking 57 Water and Waste Water projects. In the year ended March 31, 2007 and three months ended
June 30, 2007, the total revenue from external clients generated from Water and Waste Water projects was Rs.
2,380.89 million and Rs. 295.35 million, respectively, on a consolidated basis.
Examples of environmental projects we have built and managed include the Bhanasimal Regional Water Supply
Scheme, Gujarat, a 30 MLD sewerage treatment plant constructed on a LSTK basis at Neyveli for Neyveli
Lignite Corporation Limited (NLCL), and a 106 MLD sewage treatment plant at Pirana, Gujarat. Our
achievements in this area have been recognised with two awards: an Environmental Leadership Award by the
United States – Asia Environmental Partnership in 2004 and the Safety Health and Environment Performance
Award by Confederation of Indian Industry in 2005. We believe these awards have enhanced our reputation as
a significant player in the Water and Waste Water sector.
Our construction business operates in diverse sectors and has a pan-Indian presence
We provide engineering, design, procurement and construction services across six industry sectors: Water and
Waste Water; Building Construction; Irrigation; Industrial; Transportation; and Power Transmission and
Distribution. This variety of project types enables us to keep our construction business diversified and reduces
our dependence on any one sector or nature of project. In addition, our broad range of governmental and private
clients ensures that we are not dependent on a limited number of clients.
In addition to our headquarters in Hyderabad, we have five zonal offices and three regional offices throughout
India, which gives us the ability to execute projects in any region of India.
38
The total amount of orders for our construction business and the average order size for our construction
business has been consistently growing
As shown in the table, the average order size for our construction business has been increasing and the average
amount of new orders per employee has more than doubled from fiscal 2003 to the six months ended September
30, 2007.
Average Size of New Orders per
New Orders New Orders Average Number Employee(2)
Period (Rs. in million) (Rs. in million) of Employees(1) (Rs. in million)
Fiscal 2003 1,519.73 31 155 9.80
Fiscal 2004 2,362.11 45 232 10.18
Fiscal 2005 5,771.35 125 379 15.23
Fiscal 2006 10,210.85 133 746 13.69
Fiscal 2007 15,279.90 218 1,008 15.17
Six Months Ended

September 30, 2007 23,134.00 345 1,122 20.63
(1) Calculated by adding the number of employees at the beginning of the period and the end of the period
and dividing the sum by two.
(2) Based on the average number of employees.
Strong and diverse Order Book
The value of our Order Book was Rs. 41,593.00 million as at September 30, 2007. We have continued to add
value to our Order Book at a steady pace, having added contracts worth Rs. 4,664.10 million to our Order Book
during the period from October 1, 2007 through November 30, 2007. Additionally, our Order Book is
diversified sector-wise. As at September 30, 2007, none of the sectors in which our construction business is
involved contributed to more than 25% of our Order Book.
Qualified and experienced employees and proven management team
We have a qualified and trained workforce consisting of vice presidents, general managers, managers,
engineers, technical staff and non-technical staff. As at June 30, 2007, we employed 1,111 full-time employees,
of which 461 or 41.50%, were engineers, including 13 members of our management team. The skill sets of our
employees give us the flexibility to adapt to the needs of our clients and the technical requirements of the
various projects that we undertake. We are committed to the development of the expertise and know-how of our
employees through regular technical seminars and training sessions organized or sponsored by the Company.
Our management team is also qualified and experienced in the construction and infrastructure development
industry and has been in many ways responsible for the growth of our operations. In particular, Mr. Y. R.
Nagaraja, our Managing Director, is a civil engineer who has over 22 years of project management experience,
Mr. A. P. Kurian, our Senior Vice-President-Operations, is a civil engineer with over 20 years of core
construction experience in India, South East Asia and the Middle East and Mr. V. V. Rao, our Chief Financial
Officer, is a Post Graduate with specialization in Finance from IIM Ahmedabad and has over 20 years of
experience in the finance and accounts function. We believe the strength and quality of our management have
been instrumental in implementing our business strategies.
39
Our Strategy
Our objective is to continue to improve on and consolidate our position in the construction and infrastructure
development and management industries. We intend to achieve this by implementing the following strategies:
Focus our construction business on undertaking larger projects
We intend to focus our construction business on undertaking large order size projects, which we consider to be
projects above the size of Rs. 1 billion. As at September 30, 2007, we had five projects in our Order Book with
a value of more than Rs. 1 billion. Large order size projects, in addition to typically having a smaller percentage
of overhead cost as a percentage of total cost and therefore higher potential profit margins than small and
medium order size projects, are, in the current market, also subject to less competition. Because of the pre-
qualification and financial requirements involved in pursuing large order size projects, there are only a limited
number of players that can bid for and that have the capacity to undertake such projects. The high entry barriers
for bidding for large order size projects and the resulting decreased competition to bid for and undertake such
projects makes this an attractive sector in which to participate. As our financial condition and pre-qualification
capabilities have improved in recent years, our average bidding size has steadily increased, which demonstrates
our increasing ability to bid for and undertake larger projects. We aim to firmly establish ourselves as one of the
players in the large order size project sector so that we can take advantage of these higher barriers to entry,
lower levels of competition and higher profit margins.
Diversify our construction business into more complex and multi-disciplinary projects, which tend to have a
larger contract value and the potential for higher margins
Leveraging upon our existing engineering and execution capabilities in diverse areas such as civil, structural,
piping, water treatment and electrical engineering, we intend to undertake more complex and multi-disciplinary
projects such as power transmission and distribution and industrial construction projects. Complex and multi-
disciplinary projects tend to have a larger contract value compared with less complex and sector specific
projects and offer the potential to realize better margins. We are currently constructing our first power
transmission and distribution project in Madhya Pradesh and our first major industrial construction project in
Orissa.
Enhance our design capabilities
We currently have design capabilities for the Water and Waste Water and Irrigation sectors, which enables us to
provide turnkey construction services in those sectors. We intend to enhance our design capabilities in other
sectors such as the institutional Building Construction and the Transportation sectors so as to be able to provide
turnkey services in those sectors as well.
Reduce costs of materials through backward integration and importation
The construction industry is subject to periodic shortfalls in the supply of bulk construction materials such as
cement, steel, concrete, pipes, etc. To address this shortfall, we are pursuing two strategies. First, we are
seeking to reduce supply costs by importing supplies in instances where supplies can be obtained more
economically from overseas suppliers. Second, we have the capability to produce 245.0 cubic metres per hour
of ready-mixed concrete using our nine ready-mixed concrete plants and we are in the process of developing the
capabilities to produce other materials such as vertical pipe casting, paver blocks and crusher operations through
our in-house manufacturing facilities. Producing these materials in-house enables us to control the quality of the
materials we use and ensure timely delivery of materials required for the projects we undertake.
Expand our developer business by entering into more projects in the sectors in which we are already engaged
In recent years the Government has increased the emphasis on infrastructure development through enhanced
Five-Year Plan allocation and encouraging public-private partnerships BOT/BOOT/BOO projects offer
attractive opportunities to developers because such projects provide long-term sources of revenue. Concession
periods for a BOT/BOOT/BOO project generally range from 15-99 years. To take advantage of such
opportunities, we have leveraged the experience of our construction business to establish a developer business.
In fiscal 2007, its first year of operations, our developer business generated Rs. 949.60 million in revenue and in
the three months ended June 30, 2007, our developer business generated Rs. 126.75 million in revenue. Thus
far, our development business has engaged in the designing, financing and building of industrial parks,
40
residential and commercial properties, transportation terminals and roads. We are actively seeking new
opportunities in these areas to expand our developer business.
Expand our developer business into other sectors
A fundamental aspect of our business philosophy is to engage in projects from a diversified range of sectors so
as to avoid dependency on one or a few sectors. Because BOT/BOOT/BOO projects offer long-term sources of
revenue, we intend to apply this philosophy to our developer business in addition to applying it to our
construction business. Therefore, we are actively seeking to expand our developer business into other sectors
such as airports, marine works, mechanized parking, and cargo and bulk handling terminals.
For an overview of our industy see the section “Industry Overview” on page 88 of the DRHP.
41
SUMMARY OF FINANCIAL INFORMATION
STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
Rs in Millions
AS AT
AS AT MARCH 31,
PARTICULARS JUNE 30,
2003 2004 2005 2006 2007 2007
1. FIXED ASSETS:
a) Gross Block 92.94 118.27 178.38 351.64 578.65 596.18

b) Less: Depreciation 15.98 26.14 38.23 61.00 100.99 112.64
c) Net Block 76.96 92.13 140.15 290.64 477.66 483.54
d) Capital Work In Progress including

Advances paid on capital account 0.00 0.00 4.57 40.87 238.39 136.59
Total 76.96 92.13 144.72 331.51 716.05 620.13
2. INVESTMENTS 16.35 16.35 57.55 41.61 191.85 191.85
3. DEFFERED TAX (ASSET) 0.00 0.00 0.00 0.00 47.80 44.45
4. CURRENT ASSETS, LOANS AND

ADVANCES :
a) Inventories 9.90 51.19 106.83 483.10 500.16 910.46
b) Sundry Debtors 273.58 377.95 458.52 853.84 2397.51 2583.01
c) Cash and Bank Balances 44.71 67.80 105.49 316.35 630.24 308.99
d) Loans, Advances and other current
187.89 310.86 436.34 921.91 1995.27 2330.70
assets
Total 516.08 807.80 1107.18 2575.20 5523.18 6133.16
5. LIABILITIES & PROVISIONS:

a) Secured Loans 44.53 57.70 142.42 416.46 1233.76 1644.93
b) Unsecured Loans 7.04 7.32 0.00 0.00 0.00 0.00
c) Current Liabilities and Provisions 445.47 680.56 915.95 2083.82 3171.64 3174.56
d) Deferred Tax Liability 5.77 9.21 11.71 17.55 0.00 0.00
Total 502.81 754.79 1070.08 2517.83 4405.40 4819.49
6. NET WORTH (1 + 2 + 3 + 4 - 5) 106.58 161.49 239.37 430.49 2073.48 2170.10
NET WORTH REPRESENTED BY
7. EQUITY SHARE CAPITAL 20.60 20.60 20.60 69.80 70.82 70.82

8. PREFERENCE SHARE CAPITAL 0.00 0.00 0.00 0.00 10.89 10.89
9. SHARE APPLICATION MONEY 0.00 2.67 2.67 0.00 0.00 0.00
10. RESERVES AND SURPLUS 90.55 142.03 219.02 367.32 1993.23 2089.23
11. MISCELLANEOUS EXPENDITURE
TO THE EXTENT NOT WRITTEN OFF
OR ADJUSTED 4.57 3.81 2.92 6.63 1.46 0.84
12. NET WORTH (7 + 8 + 9 + 10 - 11) 106.58 161.49 239.37 430.49 2073.48 2170.10
42
STATEMENT OF PROFITS AND LOSSES, AS RESTATED
Rs in Million
QUARTER
THE YEAR ENDED MARCH 31, ENDED
2003 2004 2005 2006 2007 2007
INCOME:
Income from Operations 1006.98 1267.45 1658.33 3796.51 7110.54 1469.22
Increase/(Decrease) In Work In Progress (2.05) 18.87 32.01 285.68 4.96 334.15
1004.93 1286.32 1690.34 4082.19 7115.50 1803.37
Other Income 7.82 11.38 15.58 43.38 38.90 9.75
TOTAL 1012.75 1297.70 1705.92 4125.57 7154.40 1813.12
EXPENDITURE:
Sub-contract costs 534.45 718.72 822.84 1605.85 2777.82 671.31
Material consumed 198.82 262.55 390.62 1311.03 1747.49 517.23
Other Direct Expenses 180.85 181.78 280.88 707.94 1533.67 303.52
Staff Costs 10.96 19.83 40.22 97.76 183.27 65.82
Administration and other expenses 17.70 24.92 37.80 77.29 145.14 40.89
Interest and Bank Charges 13.31 15.38 18.70 68.99 193.08 66.02
Depreciation 5.94 10.38 13.18 23.09 40.05 11.65
TOTAL 962.03 1233.56 1604.24 3891.95 6620.52 1676.44
Profit / (Loss) before Prior period adjustments 50.72 64.14 101.68 233.62 533.88 136.68
Prior Period Adjustments - - (3.70) - - -
Profit / (Loss) before Taxation 50.72 64.14 97.98 233.62 533.88 136.68
Less : Provision for
- Current Year Tax 4.45 9.22 17.00 30.63 188.11 36.28
- Fringe Benefit Tax - - - 2.08 3.39 1.06
- Deferred Tax 1.77 3.44 2.50 5.84 (65.35) 3.35
- Wealth Tax - - 0.10 0.15 0.09 0.00
- TDS Adjustment 0.91 - 1.39 0.10 0.35 0.00
Profit / (Loss) after tax 43.59 51.48 76.99 194.82 407.29 95.99
Appropriations - - - - - -
Balance carried forward, as restated 43.59 51.48 76.99 194.82 407.29 95.99
43
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES, AS RESTATED
(Rs in Millions)
AS AT AS AT
PARTICULARS MARCH 31, JUNE 30,
2007 2007
1. FIXED ASSETS
i) Tangible assets
a) Gross Block 991.71 1009.32
b) Less: Depreciation 125.51 139.42
c) Net Block 866.20 869.90
d) Capital Work in progress including advances paid on capital account 511.19 547.22
ii) Intangible assets
Goodwill 21.27 21.27

Total 1398.66 1438.39
2. INVESTMENTS 0.41 0.41
3. DEFERRED TAX (ASSET) 47.80 44.45
4. CURRENT ASSETS, LOANS AND ADVANCES
a) Inventories 1262.24 1702.07
b) Sundry Debtors 2142.67 2226.29
c) Cash and Bank Balances 1122.34 853.26
d) Loans, Advances and other current assets 1743.06 2051.56
Total 6270.31 6833.18
5. LIABILITIES & PROVISIONS
a) Secured Loans 1621.32 2005.03
b) Unsecured Loans 6.81 6.98
c) Current Liabilities and Provisions 3921.90 4057.27
Total 5550.03 6069.28
6. MINORITY INTEREST 93.24 96.52
7. NET WORTH (1+2+3+4-5-6) 2073.91 2150.63
8. EQUITY SHARE CAPITAL 70.82 70.82

9. PREFERENCE SHARE CAPITAL 10.89 10.89
10. RESERVES AND SURPLUS 1994.27 2070.41
11. MISCELLANEOUS EXPENDITURE TO THE EXTENT NOT WRITTEN
OFF OR
ADJUSTED 2.07 1.49
12. NET WORTH (8+9+10-11) 2073.91 2150.63
44
STATEMENT OF CONSOLIDATED PROFITS AND LOSSES, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
PARTICULARS
MARCH 31, JUNE 30,
2007 2007
I. INCOME
Income from operations 7352.75 1375.79

Increase/(Decrease) in work in progress 4.96 334.15
7357.71 1709.94
Other income 45.71 19.73
TOTAL 7403.42 1729.67
II. EXPENDITURE
Sub-contract costs 2777.82 571.44
Materials consumed 1747.49 517.23
Other direct expenses 1748.99 323.67
Staff costs 191.22 69.46
Administration and other expenses 149.80 42.92
Interest and bank charges 195.39 67.47
Depreciation 43.90 13.90
TOTAL 6854.61 1606.09
Profit/Loss before taxation

548.81 123.58
Less: Provision for taxation
Current 193.60 39.72
Deferred (65.35) 3.35
Fringe benefit 3.54 1.09
Wealth 0.09 -
TDS adjustment 0.35 -
Profit before minority interest 416.58 79.42
Less: Minority interest 8.49 3.28
Transfer to cost of control (0.23) -
Net Profit, as restated 408.32 76.14
Appropriations - -
Balance carried forward, as restated 408.32 76.14
45
THE ISSUE
Public Issue aggregating up to Rs. 4,000 million:
Which comprises of fresh issue of Up to [●] Equity Shares at a premium of Rs [•]

aggregating up to Rs. 4,000 million *
Of which:
QIB Portion(2) At least [●] Equity Shares
Of which:
Mutual Fund Portion [●] Equity Shares
Balance for all QIBs including Mutual Funds [●] Equity Shares
Non-Institutional Portion(1) Not less than [●] Equity Shares
Retail Portion(1) Not less than [●] Equity Shares
Equity Shares outstanding prior to the Issue 49,420,014 Equity Shares
Equity Shares outstanding after the Issue [●] Equity Shares
Use of Issue proceeds See the section “Objects of the Issue” beginning
on page 65.
* Our Company is exploring the possibility of a Pre-IPO Placement. If the Pre-IPO Placement is completed, the number of Equity
Shares issued pursuant to the Pre-IPO Placement, will be reduced from the Issue.
(1)
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion, and Retail
Portion would be allowed to be met with spill-over from other categories or a combination of categories, at the discretion of the
Company, in consultation with the BRLMs.
(2)
Allocation to QIBs is proportionate as per the terms of this Draft Red Herring Prospectus. 5% of the QIB Portion shall be available for
allocation to Mutual Funds. Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in
the remaining QIB Portion. Further attention of all QIBs is specifically drawn to the following: (a) QIBs will not be allowed to
withdraw their Bid cum Application Forms after 3 p.m. on the Bid/Issue Closing Date; and (b) each QIB, is required to deposit a
Margin Amount of at least 10% with its Bid cum Application Form.
46
GENERAL INFORMATION
The Company was incorporated as “Ramky Engineers Private Limited” on April 13, 1994 under the Companies
Act. Subsequently the name of the Company was changed to “Ramky Infrastructure Private Limited” pursuant
to a special resolution of the shareholders of the Company at an EGM held on June 16, 2003. The fresh
certificate of incorporation consequent upon the change of name was granted on June 17, 2003 by the RoC.
Subsequently, pursuant to a special resolution of the shareholders of the Company at an EGM held on June 23,
2003, the Company was converted to a public limited company and the word “private” was deleted from its
name. The new certificate of incorporation to reflect the name change was issued on June 24, 2003 by the RoC.
Registered Office and Corporate Office

6-3-1089/G/10 & 11, 1st floor,
Gulmohar Avenue,
Raj Bhavan Road,
Somajiguda,
Hyderabad 500 082,
India.
Telephone no: +91 40 2331 0091
Fax no: +91 40 2330 2353
Website: www. ramkyinfrastructure.com
Corporate Identity Number: U74210AP1994PLCO17356
The Company is registered at the RoC, located at 2nd floor, CPWD Building, Kendriya Sadan, Sultan Bazar,
Koti, Hyderabad 500 195, India.
For details of changes in our registered office, see the section “History and Certain Corporate Matters”
beginning on page 137.
Board of Directors
The Company’s Board of Directors comprises the following:
Name, Designation and Occupation Age Address

Mr. Alla Ayodhya Rami Reddy 44 Plot no. 238-A-C 1,
Executive Chairman New MLA’s Colony,
Road no. 12, Banjara Hills,
Business Hyderabad 500 034, India.
Mr. Yancharla Ratnakar Nagaraja 44 No. 6-3-661/1/K/1and2,

Managing Director Flat no. 101, Jyothi Abode,
Executive Director Kapadia Lane, Somajiguda,
Business Hyderabad 500 082, India.
Mr. Ravi Kant 45 Flat no. 502, Block 1, 4th floor,

Non-executive Director Alpine Height, Near Villa Marie College,
Business Somajiguda,
Hyderabad 500 082, India.
Mr. Rajiv Maliwal* 47 61, Grange Road,

Non-executive Director 06-01, Baverly Hill,
Business Singapore 249 570.
Dr. Archana Niranjan Hingorani ** 42 No. 10, Jeevan Dhara,

Non-executive Director Dr. Ambedkar Road, Bandra (West),
Business Mumbai 400 050, India.
Mr. Kamlesh Shivji Vikamsey 47 No. 194, 19th floor, A-Wing,

Independent Director Kalpataru Habitat, Dr. S.S. Rao Road, Parel,
47
Name, Designation and Occupation Age Address
Business Mumbai 400 012, India.
Mr. V. Murahari Reddy 64 C/77, Madhuranagar, S.R. Nagar P.O.,

Independent Director Hyderabad 500 038, India.
Dr. P.G. Sastry 70 1-8-678/A/1 (new no.98), Padma Colony,

Independent Director Nallakunta,
Mr. P.V. Narasimham 66 1303, Aushutosh, Near Neelkanth Vihar, New

Independent Director Tilak Marg, Chembur (West),
Mumbai 400 089, India.
Mr. V. Harish Kumar 40 Flat No.303, Vineyard’s Whiteline

Independent Director Apartments, Plot No.341 & 343,
Defence Colony, Sainikpuri,
Secunderabad – 500 094, India.
* Nominee of SAPE
** Nominee of Tara India
For further details regarding the Board of Directors, see the section “Our Management” beginning on page 150.
Company Secretary and Compliance Officer
Mr. Dasu Trivikram

6-3-1089/G/10 & 11, 1st floor,
Gulmohar Avenue,
Raj Bhavan Road,
Somajiguda,
Tel: +91 40 2331 0091
Fax: +91 40 2330 2353
E-mail: [email protected]
Investors can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such as
non-receipt of letters of Allotment, credit of Allotted shares in the respective beneficiary accounts and refund
orders.
Book Running Lead Managers
ENAM Securities Private Limited Citigroup Global Markets India Private Limited
SEBI Reg. No:INM000006856 SEBI Reg. No:INM000010718
801/802, Dalamal Towers, 12th floor, Bakhtawar,
Nariman Point, Nariman Point,
Mumbai 400 021, India. Mumbai 400 021, India.
Telephone no: + 91 22 6638 1800 Telephone no: + 91 22 6631 9999
Fax no: + 91 22 2284 6824 Fax no: + 91 22 6631 9803
Website: www.enam.com
Website: www.citibank.co.in
Contact Person: Ms. Ashni Sampat
Contact Person: Mr. Abhinav Lamba
IL&FS Investsmart Securities Limited

SEBI Reg. No: INM000002475
The IL&FS Financial Centre,
8th floor, Plot No. C-22, G Block,
Bandra Kurla Complex,
Bandra (East),
48
Telephone no: +91 22 2653 3333
Fax no: +91 22 6693 1862
Website: www.investsmart.in
Contact Person: Mr. Nakul Kapoor
Syndicate Members
[●]
Tel: [●]
Fax: [●]
E-mail: [●]
Contact Person: [●]
Website: [●]
SEBI registration number: [●]
Legal Counsels
Domestic Legal Counsel to the Company
J. Sagar Associates
Plot No 106, Road No 1,
Near Chiranjeevi Blood & Eye Bank
Jubilee Hills,
Tel: + 91 40 2355 8133
Fax: + 91 40 23558177
Domestic Legal Counsel to the Underwriters
Luthra & Luthra Law Offices

103, Ashoka Estate
24, Barakhamba Road
New Delhi 110 001, India.
Tel: +91 11 4121 5100
Fax: +91 11 2372 3909
International Legal Counsel to the Issue
Dorsey & Whitney

21 Wilson Street,
London EC2M 2TD, England.
Tel: +44 (0) 20 7588 0800
Fax: +44 (0) 20 7588 0555
Registrar to the Issue
Karvy Computershare Private Limited

“Karvy House”,
46, Avenue 4,
Street No. 1, Banjara Hills,
Tel: + 91 40 2342 0818
Fax: +91 40 2342 0814
Website: www.kcpl.karvy.com
Contact Person: Mr. M. Murali Krishna
49
SEBI Reg. No:INR000000221
Bankers to the Issue/Escrow Collection Banks
[●]
Auditors
Visweswara Rao & Associates

No.2, AL-Habib Apartments,
Kanti Sikhara Complex compound, Punjagutta,
Tel: +91 40 2340 7601
Fax: +91 40 2340 0933
Contact Person: Mr. S.V.R. Visweswara Rao
Bankers to the Company
State Bank of India State Bank of Hyderabad

Industrial Finance Branch Industrial Finance Branch
Raj Bhavan Road “Topaz Building”
Somajiguda Amrutha Hills, Punjagutta,
Hyderabad 500 082 Hyderabad 500 082
Tel: +91 40 2340 9413/2341 2767 Tel: +91 40 2341 5550 / 23417911
Fax: +91 40 2340 3862/2340 0635 Fax: +91 40 2340 2101 / 2341 8068
E-mail: [email protected] E-mail: [email protected]
Contact Person: Mr. M. Ramarao Contact Person: Mr. Bose
Development Credit Bank Limited ING Vysya Bank Limited

Corporate Finance Branch, 1-7-1, T.S.R Complex, S.D. Road
9-1-125/3-1, 4th Floor, Siddarth Plaza Secunderabad 500 003
44, Sarojini Devi Road Tel: +91 40 2344 6699, 5532 7342
Secunderabad 500 003 Fax: +91 40 2344 6697
Tel: +91 40 2780 6426, 2780 6433 E-mail: [email protected]
Fax: +91 40 2780 6428 Contact Person: Mr.Vivek Kailash
Contact Person: Mr. Subramanian
UCO Bank Axis Bank Limited (formerly UTI Bank

Banjara Hills Branch Limited)
Door No. 8-2-624, Ground Floor 6-3-879/B, Greenlands Road
Road No. 10, Banjara Hills Begumpet
Hyderabad 500 034 Hyderabad 500 016.
Tel: +91 40 2331 7818/ 5558 7838 Tel: +91 40 2340 5182/ 6553 5401
Fax: +91 40 2337 5876. Fax: +91 40 2340 7184/2341 8128
E-mail: [email protected] E-mail: [email protected]
Contact Person: Mr. Ram Mohan Rao Contact Person: Mr. Ranga Prasad
Standard Chartered Bank YES Bank Limited

G-5, ground floor, Ground Floor, Mayank Towers
Ashok Bhoopal Chambers, 6-3-1090/B/1&6-3-1090/B/2
Sardar Patel Road, Rajbhavan Road, Somajiguda
Secunderabad 500 003 Hyderabad 500 082
Tel: +91 40 6454 5795 Tel: +91 40 6673 9000,
Fax: +91 40 6617 3269 Fax: +91 40 6646 9001
E-mail:[email protected] E-mail: [email protected]
Contact Person: Mr. Sriram Kadiyala Contact Person: Mr. Sheetal Kabra
ICICI Bank Limited Oriental Bank of Commerce
50
ICICI Bank Towers Regency Plaza, Maitri Vihar Area,
Begumpet Ameepet, Hyderabad 500 038
Hyderabad 500 016. Tel: +91 40 2374 6171/ 2374 6194
Tel: +91 40 2778 4135/50 Fax: +91 40 2374 6198
Fax: +91 40 5533 5820 E-mail:[email protected]
E-mail: [email protected] Contact Person: Santosh Valluri
Contact Person: Ms. Vijaya Bharati
Indian Bank Bank of India

Hyderabad Main Branch, Khairatabad Branch,
Surabhi Arcade, Bank Street, Ground floor, PTI Building,
Koti, Hyderabad 500 001 A.C. Guards, Masab Tank,
Tel: +91 40 2474 1625/2474 2582 Hyderabad 500 004
Fax: +91 40 2461 0093 Tel: +91 40 23323923
E-mail: [email protected] Fax: +91 40 23315173
Contact Person: Mr. Subrahmanyam E-mail: [email protected]
Contact Person: Mr. Gopala Krishna
Statement of Responsibility of the Book Running Lead Managers
The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs:
S.No. Activity Responsibility Coordinator

1. Capital Structuring with relative components and formalities such as type of ENAM, Citi, IISL ENAM
instruments, etc.
2. Due-diligence of the company including its ENAM, Citi, IISL ENAM
operations/management/business plans/legal, etc. Drafting and design of the
Draft RHP and of statutory advertisement including memorandum
containing salient features of the Prospectus. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, the RoC and SEBI, including
finalisation of Prospectus and the RoC filing.
3. Preparation and finalization of the road-show presentation. ENAM, Citi, IISL Citi
Preparation of FAQs for the road-show team.
4. Approval of all non-statutory advertisements including corporate ENAM, Citi, IISL IISL
advertisements
5. Appointment of intermediaries viz. Printer(s), and advertising agency to the ENAM, Citi, IISL ENAM
Issue.
6. Appointment of Registrar & Banker to the Issue. ENAM, Citi, IISL IISL
7. Non-Institutional and Retail Marketing of the Issue, which will cover, inter ENAM, Citi, IISL Citi
alia,
• Formulating marketing strategies, preparation of publicity budget
• Finalizing Media & PR strategy
• Finalizing centers for holding conferences for brokers, etc.
• Follow-up on distribution of publicity and Issuer material including
form, prospectus and deciding on the quantum of the Issue material
• Finalize collection centers
8. Institutional marketing of the Issue, which will cover, inter alia, ENAM, Citi, IISL ENAM
• Institutional marketing strategy

• Finalizing the list and division of investors for one to one meetings, and
• Finalizing road show schedule and investor meeting schedules
9. Co-ordination with Stock Exchanges for book building software, bidding ENAM, Citi, IISL Citi
terminals and mock trading
10. Managing the Book and finalisation of pricing in consultation with the ENAM, Citi, IISL ENAM
company.
51
11. Post bidding activities including management of escrow accounts, co- ENAM, Citi, IISL Citi
ordination of allocation, intimation of allocation and dispatch of refunds to
bidders, etc. The post issue activities for the Issue will involve essential
follow-up steps including finalisation of trading and dealing of instruments
and dispatch of certificates and demat and delivery of shares with the
various agencies connected with the work such as the Registrar(s) to the
Issue and the bank handling refund business. The merchant banker shall be
responsible for ensuring that these agencies fulfill their functions and enable
it to discharge this responsibility through suitable agreements with our
company.
Credit Rating
As the Issue consists of the issue of equity shares, a credit rating is not required.
IPO Grading
The Issue has been graded by [●] and has been assigned [●] indicating [●]. The IPO grading is assigned on a
five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and “IPO Grade 1” indicating
poor fundamentals. A copy of the report provided by [●], furnishing the rational for its grading is available for
inspection at our Registered Office from 10.00 am to 4.00 pm on working days from the date of RHP until the
Bid/Issue Closing Date.
Monitoring Agency
In terms of clause 8.17.1 of the SEBI Guidelines the size of the Issue being less than Rs. 5,000 million, we are
not required to appoint a monitoring agency.
Trustees
As the Issue consists of the issue of equity shares, the appointment of trustees is not required.
Book Building Process
Book building refers to the process of collection of Bids from investors on the basis of the Red Herring
Prospectus and Bid cum Application Forms. The Issue Price is determined by the Company, in consultation
with the BRLMs, after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process
are:
(1) the Company;

(2) the BRLMs;
(3) the Syndicate Members; and
(4) the Registrar to the Issue.
The Equity Shares are being offered to the public through the 100% Book Building Process in accordance with
Rule 19(2)(b) of the SCRR and the SEBI Guidelines, wherein at least 60% of the Issue shall be allotted on a
proportionate basis to QIBs, of which 5% shall be reserved for allocation on a proportionate basis to Mutual
Funds only. The remainder of the QIB Portion shall be available for allocation on a proportionate basis to all
QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If at
least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith.
Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis
to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.
Under the SEBI Guidelines, QIBs are not allowed to withdraw their Bids after 3 p.m. on the Bid/Issue
Closing Date. In addition, QIBs are required to pay the QIB Margin Amount, representing at least 10%
of the Bid Amount, upon submission of their Bids and allocation to QIBs will be on a proportionate basis.
For details, see the section “Issue Structure” beginning on page 307.
52
The Company will comply with the guidelines issued by SEBI in connection with the issue of securities by an
Indian company to the public in India. In this regard, the Company has appointed ENAM, Citigroup and IISL
as the Book Running Lead Managers to manage the Issue and to procure subscriptions to the Issue.
The process of book building under the SEBI Guidelines is subject to change. Investors are advised to
make their own judgment about an investment through this process prior to submitting a Bid in the
Issue.
Steps to be taken by the Bidders for bidding:
• Check eligibility for making a Bid. See the section “Issue Procedure” beginning on page 310 of the Draft
Red Herring Prospectus;
• Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;
• Ensure that the Bid cum Application Form is duly completed as per the instructions given in the Draft Red
Herring Prospectus and in the Bid cum Application Form; and
• ensure that you have mentioned your PAN and attached copies of your PAN card to the Bid cum
Application Form (see the section “Issue Procedure” beginning on page 310).
Illustration of Book Building Process and the Price Discovery Process
(Investors should note that the following is solely for the purpose of illustration and is not specific to the Issue)
Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 20 to Rs. 24 per
share, an issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in
the table below, the illustrative book would be as given below. A graphical representation of the consolidated
demand and price would be made available at the bidding centres during the bidding period. The illustrative
book as shown below indicates the demand for the shares of the company at various prices and is collated from
bids from various investors.
Bid Quantity Bid Price Cumulative equity shares Bid for Subscription
(Rs.)
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example. The
issuer, in consultation with the book running lead managers, will finalise the issue price at or below such cut-
off, i.e., at or below Rs. 22. All bids at or above this issue price and cut-off bids are valid bids and are
considered for allocation in the respective categories.
Withdrawal of the Issue
The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue at any time
after the Bid/Issue Opening Date but before the Allotment, without assigning any reason thereof.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which the Company shall apply for after Allotment.
Bid/Issue Program
BID/ISSUE OPENING DATE [●], 2008

BID/ISSUE CLOSING DATE [●], 2008
Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time)
during the Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application
Form except that on the Bid/Issue Closing Date, Bids shall be accepted only between 10.00 a.m. and 1.00
p.m. (Indian Standard Time) and uploaded till (i) 5.00 p.m. in case of Bids by QIB Bidders and Non-
53
Institutional Bidders and (ii) till such time as permitted by the NSE and the BSE, in case of Bids by Retail
Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the
Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later
than 1.00 p.m (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are cautioned that in the event a
large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public offerings,
which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot
be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on working days,
i.e., Monday to Friday (excluding any public holiday).
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the
Bids received by Retail Bidders after taking into account the total number of Bids received upto the closure of
timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs to the Stock
Exchange within half an hour of such closure.
The Company, in consultation with the BRLMs, reserves the right to revise the Price Band during the Bidding
Period in accordance with the SEBI Guidelines, provided that the Cap Price is less than or equal to 20% of the
Floor Price. The Floor Price can be revised up or down up to a maximum of 20% of the Floor Price disclosed in
the Red Herring Prospectus.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional working
days after such revision, subject to the Bidding Period not exceeding 10 working days. Any revision in
the Price Band, and the revised Bidding Period, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs
and the terminals of the Syndicate Members.
Underwriting Agreement
After the determination of the Issue Price but prior to filing of the Prospectus with the RoC, the Company
intends to enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be
issued and sold in the Issue. Pursuant to the terms of the Underwriting Agreement, the BRLMs shall be
responsible for bringing in the amount devolved in the event that the members of the Syndicate do not fulfill
their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the
Underwriters are several and are subject to certain conditions to closing, as specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the
RoC.)
Indicated Number of
Equity Shares to be Amount Underwritten
Name and Address of the Underwriters Underwritten (Rs. Million)
[●] [●]
[●] [●]
[●] [●]
[●] [●]
[●] [●]
Total [●] [●]
The above-mentioned amount is an indicative underwriting and will be finalised after determination of the Issue
Price and actual allocation of the Equity Shares. The Underwriting Agreement is dated [●], 2007 and has been
approved by the Board of Directors.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting
commitments. Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible
for ensuring payment with respect to the Equity Shares allocated to investors procured by them. In the event of
any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting
Agreement, will also be required to procure/subscribe for Equity Shares to the extent of the defaulted amount in
accordance with the Underwriting Agreement. The BRLMs shall be responsible for bringing in amounts
devolved in the event that the other members of the Syndicate do not fulfill their underwriting obligations.
54
In the opinion of the Board of Directors (based on a certificate given by the Underwriters), the resources of the
above-mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchanges.
55
CAPITAL STRUCTURE
Our share capital, as at the date of this DRHP, is set forth below:
(Rs. In million)
Aggregate Nominal Aggregate Value at
Value Issue Price
A) Authorised Share Capital(a)
70,000,000 Equity Shares 700.00 [•]
B) Issued, Subscribed and Paid Up Share Capital Before the Issue
49,420,014 Equity Shares 494.20 [•]
C) Present Issue in Terms of this DRHP (b)
[•] Equity Shares* [•] [•]
D) Equity Capital After The Issue
[•] Equity Shares [•] Upto 4,000 million
E) Share Premium Account
Before the Issue 80,61,31,860 [•]
After the Issue [•] [•]
(a)
Date Nature of amendment
March 29, 1997 Increased the authorised share capital from Rs. 1,000,000 to Rs. 5,000,000.
February 22, 1999 Increased the authorised share capital from Rs. 5,000,000 to Rs. 10,000,000.
June 22, 2001 Increased the authorised share capital from Rs. 10,000,000 to Rs. 25,000,000.
July 1, 2005 Increased the authorised share capital from Rs. 25,000,000 to Rs. 289,000,000.
November 28, 2006 Authorised share capital of Rs. 335,000,000 was divided into 3,24,09,450 Equity
Shares, 2,000 Equity Shares with differential voting rights and 10,88,550
convertible, cumulative convertible participating preference shares of Rs. 10 each.
December 7, 2007 Increased the authorised share capital from Rs. 335,000,000 to Rs. 700,000,000 and
altered Articles of Association to comply with listing requirements of the NSE and
(b) BSE.
The Issue has been authorized by a resolution of our Board dated December 7, 2007 and by a special resolution passed pursuant to
Section 81(1A) of the Companies Act, at the EGM of the shareholders of our Company held on December 7, 2007.
* Our Company is exploring the possibility of a Pre-IPO Placement. If the Pre-IPO Placement is completed, the number of Equity Shares
issued pursuant to the Pre-IPO Placement, will be reduced from the Issue.
Notes to the Capital Structure
1. Share Capital History of our Company:
The following is the history of the Equity Share capital of our Company:
(Amount in Rs.)
Date of No. of Face Issue Consid Reasons Cumulative Cumulative Cumulative
Allotment Equity Value Price eration for number of Share Share
Shares Allotment Equity Shares Capital Premium
April 13, 99 10 10 Cash Subscriber 99 990 NIL
1994 to Equity
Shares for
incorporati
on
March 29, 79,901 10 10 Cash Further 80,000 800,000 NIL

1996 issue of
Equity
Shares
March 31, 232,500 10 10 Cash Further 312,500 3,125,000 NIL

1997 issue of
Equity
Shares
56
Date of No. of Face Issue Consid Reasons Cumulative Cumulative Cumulative
Allotment Equity Value Price eration for number of Share Share
Shares Allotment Equity Shares Capital Premium
March 31, 662,500 10 10 Cash Further 975,000 9,750,000 NIL

1999 issue of
Equity
Shares
July 20, 1,084,500 10 10 Cash Further 2,059,500 20,595,000 NIL

2001 issue of
Equity
Shares
July 1, 267,000 10 10 Cash Further 2,326,500 23,265,000 NIL

2005 issue of
Equity
Shares
July 30, 4,653,000 10 NIL Bonus Bonus 6,979,500 69,795,000 NIL

2005 issue (in
the ratio of
1:2)
May 31, 50,000 10 100 Cash Allotment 7,029,500 70,295,000 4,500,000

2006 of Equity
Shares
pursuant to
ESPS 2006
December 1,000 10 114,6.21 Cash Further 7,030,500 70,305,000 5,636,210

27, 2006 issue of
Equity
Shares
December 1,000 10 114,6.21 Cash Further 7,031,500 70,315,000 6,772,420

28, 2006 issue of
Equity
Shares
March 31, 50,000 10 100 Cash Exercise of 7,081,500 70,815,000 11,272,420

2007 vested
stock
option
pursuant to
ESOP 2006
December 1,155,169 10 10 Cash Conversion 8,236,669 82,366,690 11,272,420

7, 2007 of
preference
shares into
fully paid-
up Equity
Shares in
the ratio of
1: 1
December 41,183,345 10 NIL Bonus Bonus 49,420,014 494,200,140 11,272,420

7, 2007 issue in the
ratio of 5:1
Cumulative Convertible Preference Shares
The following is the history of the cumulative convertible participating preference shares of our
Company;
(Amount in Rs.)
57
Date of Date of Number of Issue Price Face value Consideration Cumulative Mode of
Allotment Conversion preference per per Share premium Allotment
shares preference preference
share share
December December 7, 653,330 1146.21 10 Cash 742,320,079.30 Private
27, 2006* 2007 Placement
December December 7, 435,220 1146.21 10 Cash 1,236,821,395 Private
28, 2006** 2007 Placement
December December 7, 66,619 Nil 10 Bonus 1,236,821,395 Bonus
7, 2007*** 2007 Issue
Total 1,155,169
*Allotted to SAPE.
**Allotted to Tara India.
*** 39,984 bonus cumulative convertible participating preference shares were allotted to SAPE and 26,635 to Tara
India in proportion of 6,120 cumulative convertible participating preference shares for every one lakh cumulative
convertible preference shares held by them as on December 7, 2007.
On December 7, 2007, the Company issued 693,314 and 461,855 Equity Shares to SAPE and Tara
India, respectively, pursuant to conversion of 693,314 and 461,855 cumulative convertible preference
shares of our Company held by SAPE and Tara India respectively, in terms of the shareholders
agreement dated November 24, 2006 entered into amongst SAPE, Tara India, our Company, Promoters
and others. For further details on the shareholders agreement, see section “History and Certain
Corporate Matters” beginning on page 137. The value at which Equity Shares have been issued to
SAPE and Tara India may be lower than the Issue Price.
2. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company before the proposed Issue and as
adjusted for the Issue:
Name of the shareholder
Before the Issue After the Issue
No. of Equity % No. of Equity %

Shares Shares*
Promoters
Mr. Alla Ayodhya Rami Reddy 38,005,920 76.90 38,005,920 [●]
Mr. Yancharla Ratnakar Nagaraja 1,674,480 3.39 1,674,480 [●]
Sub Total (A) 39,680,400 80.29 39,680,400 [●]
Promoter Group
Ms. A. Dakshayani 1,611,000 3.26 1,611,000 [●]
Ramky Finance and Investment Private Limited 225,000 0.45 225,000 [●]
Mr. Alla Ayodhya Rami Reddy 180,000 0.36 180,000 [●]

as nominee holder for Master A. Sharon
Mr. Alla Ayodhya Rami Reddy 180,000 0.36 180,000 [●]
as nominee holder for Master A. Ishaan
Ms. Y.N. Madhu Rani 600 0.00 600 [●]
Mr. Venugopal Reddy M:Equity Shares issued 4,000 0.00 4,000 [●]
under ESPS 2006**
Mr. Venugopal Reddy M:Equity Shares issued 20,000 0.04 20,000

pursuant to the bonus issue dated December 7, 2007
**
Mr. Peri Reddy. A: Equity Shares issued under 4,000 0.00 4,000 [●]
ESPS 2006**
Mr. Peri Reddy. A: Equity Shares issued pursuant to 20,000 0.04 20,000
58
the bonus issue dated December 7, 2007**
Mr. Ramakrishna Reddy A: Equity Shares issued 2,000 0.00 2,000 [●]
under ESPS 2006**
Mr. Ramakrishna Reddy A: Equity Shares pursuant 10,000 0.02 10,000
to the bonus issue dated December 7, 2007**
Mr. Nagakrishna Y.R Equity Shares issued under 2,000 0.00 2,000 [●]
ESPS 2006**
Mr. Nagakrishna Y.R Equity Shares issued pursuant 10,000 0.02 10,000
to the bonus issue dated December 7, 2007**
Mr. Vasudeva Reddy M: Equity Shares issued under 2,450 0.00 2,450 [●]
ESOP 2006****
Mr. Vasudeva Reddy M: Equity Shares issued 12,250 0.02 12,250
pursuant to the bonus issue dated December 7,
2007**
Sub Total (B) 2,283,300 4.62 2,283,300 [●]
Investors
SAPE 4,165,884 8.43 4,165,884 [●]
Tara India 2,777,130 5.62 2,777,130 [●]
Sub Total (C) 6,943,014 14.05 6,943,014 [●]
Employees of the Company and its group companies except the Promoter Group**
Shares allotted under the ESPS 2006 and the 228,000 0.46 228,000 [●]
consequent bonus issue
Shares allotted under the ESOP-2006 and the 285,300 0.58 285,300 [●]
consequent bonus issue
Sub Total (D) 513,300 1.04 [●] [●]
Issue to the Public (E) NIL NIL [●] [●]
Total (A+B+C+D+E) 49,420,014 100 [●] [●]
* This is based on the assumption that such shareholders shall continue to hold the same number of Equity Shares
after the Issue. This does not include any Equity Shares that such shareholders (excluding Promoter and Promoter
Group) may subscribe for and be allotted in the Issue.
** The Equity Shares issued under ESPS and ESOP to Promoter Group has not been added under the shareholding
of the employees of the Company and its group companies and the same has been added under the heading
“Promoter Group” in the shareholding pattern.
3. Top Ten shareholders
The list of our Company’s top 10 shareholders and the number of Equity Shares held by them is as
under:
(a) As on the date of the DRHP:
S.
No. Name of Shareholder No. of Equity Shares Held Pre Issue %
1 Mr. Alla Ayodhya Rami Reddy 38,005,920 76.90
2 SAPE 4,165,884 8.43

3 Tara India 2,777,130 5.62
4 Mr. Yancharla Ratnakar Nagaraja 1,674,480 3.39
5 Ms. A. Dakshayani 1,611,000 3.26
6 Ramky Finance and Investment Private Limited 225,000 0.45
7 Mr. Alla Ayodhya Rami Reddy as nominee holder for 180,000 0.36
Master A. Sharon
Master A. Ishaan
9 Ms. Udaya Kumari. M 43,800 0.09
10 Mr. Peri Reddy. A 24,000 0.05
10 Mr. Vijaya Rami Reddy 24,000 0.05
10 Mr. Venugopal Reddy M 24,000 0.05
59
(b) As on December 4, 2007 (i.e., 10 days before the date of the DRHP):
S.
2 Mr. Yancharla Ratnakar Nagaraja 279,080 3.94
3 Ms. A. Dakshayani 268,500 3.79
4 Ramky Finance and Investment Private Limited 37,500 0.53
Master A. Sharon
Master A. Ishaan
7 Ms. Udaya Kumari. M 7,300 0.10
8 Mr. Peri Reddy. A 4,000 0.06
9 Mr. Vijaya Rami Reddy 4,000 0.06
10 Mr. Venugopal Reddy M 4,000 0.06
(c) As on December 14, 2005 (i.e. two years before date of filing of this DRHP)*:
S.
2 Mr. Yancharla Ratnakar Nagaraja 615,600 8.82
3 Ms. A. Veeraraghavamma 277,500 3.98
4 Ms. A. Dakshayani 268,500 3.85
5 Mr. A. Dasaratha Rami Reddy 244,350 3.50
6 Ms. Y.N.Madhu Rani 68,850 0.99
7 Ramky Finance & Investment Pvt. Limited 37,500 0.54
8 Mr. Alla Ayodhya Rami Reddy representing Master 30,000 0.43
A.Sharon
9 Mr. Alla Ayodhya Rami Reddy representing Master A. 30,000 0.43
Ishan
* The Company had only nine shareholders as on December 14, 2005.
4. Promoters’ Shareholding, Contribution and Lock-in
Set forth below are details of the build-up of the shareholding of our Promoters:
Name Date of Consider No. of Equity Face Issue Cumulative Mode

Acquisition/ ation Shares Value price shareholdin of
Transfer (Rs.) (Rs.) g Acquisition
Mr. Alla Ayodhya April 15, 1994 Cash 36 10 10 36 Allotment
Rami Reddy
March 29, 1996 Cash 19,964 10 10 20,000 Allotment
March 31, 1997 Cash 100 10 10 20,100 Allotment
July 20, 2001 Cash 60,000 10 10 157,600 Allotment
May 27, 2004 Cash 1,300,300 10 10 1,457,900 Transfer

from
existing
shareholders
June 3, 2004 Cash 97,500 10 10 1,555,400 Transfer
from
existing
shareholder
June 3, 2004 Transfer of 10,000 shares each to Master Ishaan and 1,535,400 N.A
Master Sharon
60
Name Date of Consider No. of Equity Face Issue Cumulative Mode
Acquisition/ ation Shares Value price shareholdin of
Transfer (Rs.) (Rs.) g Acquisition
July 1, 2005 Cash 267,000 10 10 1,802,400 Allotment
July 30, 2005 N.A 3,604,800 10 N.A 5,407,200 Bonus Issue
April 21, 2006 Cash 405,270 10 10 5,812,470 Transfer

from
existing
shareholders
February 6, Cash 521,850 10 10 6,334,320 Transfer
2007 from
existing
shareholders
December 7, Bonus 31,671,600 10 NIL 38,005,920 Issue of
2007 Bonus
shares
Mr. Yancharla April 15, 1994 Cash 9 10 10 9 Allotment

Ratnakar Nagaraja
July 20, 2001 Cash 30,000 10 10 42,500 Allotment
May 27, 2004 Cash 162,700 10 10 205,200 Transfer

from existing
shareholders
July 30, 2005 N.A 410,400 10 10 615,600 Bonus Issue
April 21, 2006 Transferred 336,520 shares to Mr. Alla Ayodhya 279,080 N.A
Rami Reddy
December 7, Bonus 1,395,400 10 NIL 1,674,480 Bonus Issue

2007
a) Details of Promoters Contribution locked in for three years:
Pursuant to the SEBI Guidelines, an aggregate of 20% of the post Issue capital of our Company held by
the Promoters shall be locked-in for a period of three years from the date of Allotment. The details of
such lock-in are given below:
Name Date of Date when Nature of Consideration No. of Equity % of

Allotment made fully Allotment Shares locked in Post-
paid-up and the period Issue
of lock -in paid-up
capital
Mr. Alla [●] [●] [●] [●] [●] [●]
Ayodhya Rami
Reddy
Mr. Yancharla [●] [●] [●] [●] [●] [●]
Ratnakar
Nagaraja
[This will be finalized after the Issue Price and the numbers of Equity Shares to be issued are finalized
in the Red Herring Prospectus]
The Promoters contribution has been brought in to the extent of not less than the specified minimum lot
and from persons defined as promoters under the SEBI Guidelines. All Equity Shares, which are to be
locked-in, are eligible for computation of Promoters’ contribution, as per the SEBI Guidelines.
b) Equity Shares locked-in for one year
In addition to 20% of post-Issue shareholding of our Company, locked-in for three years as minimum
Promoters’ contribution, as specified above and other than the Equity Shares allotted under ESOP 2006
and ESPS 2006 and held by our employees, our entire pre-Issue Equity Share capital constituting [●]
61
Equity Shares will be locked-in for a period of one year from the date of Allotment.
c) Inter-se transfer of locked in Equity Shares
The locked-in Equity Shares held by the Promoters may be pledged with banks or financial institutions
as collateral security for loans granted by such banks or financial institutions, provided the pledge of
such shares is one of the terms of sanction of loan. Further, securities locked in as minimum Promoters’
contribution may be pledged only if, in addition to fulfilling the above condition, the loan has been
granted by the such banks or financial institutions for the purpose of financing one or more of the
objects of the Issue as mentioned in the section “Objects of the Issue” beginning on page 65.
The Equity Shares held by persons other than the Promoters, prior to the Issue, which are locked-in for
a period one year from the date of Allotment as mentioned above may be transferred to any other
person holding the Equity Shares which are similarly locked-in for one year, subject to continuation of
the lock-in in the hands of transferees for the remaining period and compliance with the Takeover
Code, as applicable.
Further, Equity Shares held by the Promoters, which are locked-in as per the relevant provisions of
Chapter IV of the SEBI Guidelines, may be transferred to and amongst the Promoters/Promoter Group
or to a new Promoter or persons in control of our Company, subject to continuation of lock-in in the
hands of the transferees for the remaining period and compliance with the Takeover Code, as
applicable.
Furthermore, the Equity Shares subject to lock-in will be transferable, subject to compliance with the
SEBI Guidelines, including the provisions for lock-in, as amended from time to time.
5. Our Company, Directors, Promoters and the Book Running Lead Managers have not entered into any
buy-back and/or standby arrangements for purchase of Equity Shares from any person.
6. In the case of over-subscription in all categories, at least 60% of the Issue shall be allotted on a
proportionate basis to QIBs, not less than 10% of the Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available
for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received
at or above the Issue Price. Under subscription, if any, in the Non-Institutional Portion and Retail
Individual Portion would be met with spill over from other categories at the sole discretion of our
Company, in consultation with the BRLMs.
7. Except for pledge of 525,000 Equity Shares held by Mr. Alla Ayodhya Rami Reddy in favour of
Infrastructure Leasing and Financial Services Limited in order to enable Ramky Real Estates & Farms
Private Limited and Ramky Enviro Engineers Limited avail term finance from Infrastructure Leasing
and Financial Services Limited, the Equity Shares held by the Promoters are not subject to any pledge.
8. Our Promoters, Promoter Group and Directors have not entered into any transactions in securities of
our Company in the last six months preceding the date of this DRHP.
9. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category
of investor.
10. None of our Directors, Promoter Group and Key Managerial personnel hold Equity Shares in our
Company, except as follows:
Name of the Shareholder No. of Equity Pre-Issue Post-Issue

Shares Percentage Percentage
Shareholding (%) Shareholding
(%)
Directors
Mr. Alla Ayodhya Rami Reddy 38,005,920
76.90 [●]
Mr. Yancharla Ratnakar Nagaraja 1,674,480
3.39 [●]
62
Mr. Ravi Kant 18,000 0.03 [●]
Sub total 39,698,400 80.32 [●]
Promoter Group
Ms. A. Dakshayani 1,611,000
3.26 [●]
Ramky Finance and Investment Private 225,000
Limited 0.45 [●]
Mr. Alla Ayodhya Rami Reddy as nominee 180,000
holder for Master A. Sharon 0.36 [●]
Mr. Alla Ayodhya Rami Reddy as nominee 180,000
holder for Master A. Ishaan 0.36 [●]
Mr. Venugopal Reddy M** 24,000 0.04 [●]
Mr. Peri Reddy. A** 24,000 0.04 [●]
Mr. Ramakrishna Reddy A** 12,000 0.02 [●]
Mr. Nagakrishna Y.R** 12,000 0.02 [●]
Mr. Vasudeva Reddy M** 14,700 0.03 [●]
Ms. Y.N. Madhu Rani 600 0.00 [●]
Sub total 2,283,300 4.58 [●]
Key Managerial personnel
Mr. Kurian A.P 18,000 0.03 [●]

Mr. Dhiresh Nigam 9,000
0.02 [●]
Mr. Chandan K Choudhary 9,000 0.02 [●]
Mr. Krishana Reddy. J 18,000 0.03 [●]
Mr. Battiwala A.F 6,000 0.01 [●]
Sub total 60,000 0.11 [●]
Total 42,041,700 85.01 [●]
11. Subject to the Pre-IPO Placement there would be no further issue of capital whether by way of issue of
bonus shares, preferential allotment, rights issue, or in any other manner during the period commencing
from the submission of the DRHP with SEBI until the Equity Shares to be issued pursuant to the Issue
have been listed.
12. Subject to the Pre-IPO Placement we presently do not intend or propose to alter our capital structure for
a period of six months from the date of filing of the DRHP, by way of split or consolidation of the
denomination of Equity Shares or further issue of Equity Shares (including issue of securities
convertible into or exchangeable, directly or indirectly for Equity Shares), whether preferential or
otherwise except that if we enter into acquisitions or joint ventures, subject to necessary approvals, we
may consider raising additional capital to fund such activity or use Equity Shares as currency for
acquisition or participation in such joint ventures, subject to compliance with applicable laws.
13. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. We
shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.
14. As on the date of the DRHP, the total number of holders of Equity Shares was 147.
15. We have not raised any bridge loans against the proceeds of the Issue.
16. We have not issued any Equity Shares out of revaluation reserves.
17. Except for an issue of the bonus Equity Shares, we have not issued Equity Shares for consideration
other than cash.
18. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments
into our Equity Shares.
19. We had an ESPS 2006 and ESOP 2006 in 2006. Pursuant to the ESPS 2006, the Company has allotted
50,000 shares to the employees of the Company and its group companies. Further pursuant to the
ESOP 2006, the Company has allotted 50,000 shares to the employees of the Company and its
subsidiaries. The maximum number of shares for which option could be granted under the ESOP 2006
63
was 50,000 and the said limit has been exhausted. The ESPS 2006 and ESOP 2006 have been
terminated by the Board in their meeting dated September 3, 2007. We currently do not have any
existing employee stock option scheme or employee share purchase scheme.
20. Our Promoters and members of the Promoter Group will not participate in this Issue.
21. As per RBI regulations, OCBs are not allowed to participate in the Issue.
22. There are certain restrictive covenants in the agreements that our Company has entered into with banks
and financial institutions for short-term loans and long-term borrowings. For further details of the terms
of these agreements, see section “Financial Indebtedness” beginning on page 270.
23. An over-subscription to the extent of 10% of the Issue can be retained for the purposes of the rounding-
off while finalizing the basis of Allotment.
24. The Equity Shares issued pursuant to the Issue shall be fully paid up at the time of Allotment.
64
OBJECTS OF THE ISSUE
The objects of the Issue are to (a) Invest in our Subsidiaries, (b) Purchase of construction equipments, and (c)
Finance a portion of our working capital requirements.
The main object clause and objects incidental to the main object clause of our Memorandum enable us to
undertake our existing activities and activities for which funds are being raised by us through this Issue.
The details of the proceeds of the Issue are summarized in the table below:
(Rs. in million)
Particulars of Expenditure Amount
Gross proceeds of the Issue 4,000

Issue related expenses [●]
Net proceeds of the Issue [●]
Details of the Objects
We intend to utilize the net proceeds of the Issue, which are estimated at Rs. [●] million (“Net Proceeds”) for
financing the above-mentioned objects. The detailed utilization of Net Proceeds will be as per the table set forth
below:
(Rs. in million)
S.No Expenditure Item Total Our share Amount Balance Amount Estimated
estimated of the deployed Payable/Amount schedule of
cost estimated till Payable Deployment
cost November
30, 2007
2007- 2008-
08 09
1 Invest in Subsidiaries
Ramky Hyderabad Ring 3993.70 518 12.73 505.27 172 333.27
Road Limited
Ramky Herbal and 964.43 257.50 13.03 244.47 47 197.47

Medicinal Park
(Chhattisgarh) Limited
Ramky Food Park 834.84 222.90 11.23 211.67 43 168.67

(Chattisgarh) Limited
Ramky Gems & 1,834.00 143.05 23.61 119.44 24 95.44

Jewellery Park
(Chhattisgarh) Limited
2 Purchase of construction 997.88 N.A NIL 997.88 NIL 997.88

equipment
3 Financing a portion of 1,250 N.A 550 1,250 250 1,000
our working capital
requirements
4 General corporate [•] N.A N.A [•] [•] [•]
purposes
Total
We propose to meet the entire requirement of funds for the above objects from the Net Proceeds.
The fund requirements and the intended use of the Net Proceeds are based on management estimates and our
current business plan and have not been appraised by any bank or financial institution.
In view of the competitive and dynamic nature of the infrastructure and construction industry, we may have to
revise our expenditure and fund requirements as a result of variations in the cost structure, changes in estimates
65
and external factors, which may not be within the control of our management. This may entail rescheduling,
revising or cancelling the planned expenditure and fund requirements and increasing or decreasing the
expenditure for a particular purpose from its planned expenditure at the discretion of our management. In
addition, the estimated dates of completion of various projects as described herein are based on management’s
current expectations and are subject to change due to various factors as described above, some of which may not
be in our control.
1. Investment in Subsidiaries
A. We are an integrated (i) construction and (ii) infrastructure development and management company in
India with a strategic emphasis on environmental oriented projects. We operate in two principal business
segments: (i) construction business, and (ii) developer business. From April 1, 2002 to June 30, 2007 our
construction business has completed 220 projects. Our developer business segment began in fiscal 2007 and is
executing 10 projects through nine Subsidiaries and one Promoter Group company.
We intend to use a portion of the Net Proceeds to fund the equity capital requirements for the following
Subsidiaries, which are at various stages of development:
(i) Ramky Hyderabad Ring Road Limited
We intend to invest Rs. 505.27million of the Net Proceeds in Ramky Hyderabad Ring Road Limited, as part of
our equity contribution pursuant to the terms of concession agreement dated August 18, 2007 among HUDA,
Hyderabad Growth Corridor Limited and Ramky Hyderabad Ring Road Limited. Ramky Hyderabad Ring Road
Limited is a special purpose vehicle incorporated for the purposes of designing, developing, financing, operating
and maintaining a 12.63 kilometer long, eight-lane access controlled expressway under a Phase-II A Program as
an extension of Phase–I of the outer ring road to Hyderabad.
We believe that our investment in Ramky Hyderabad Ring Road Limited will help the Company in becoming
one of the core construction company in highway sector in India where a lot of growth and development are
taking place.
As per the terms of the concession agreement, ELSAMEX SA shall hold 26% share capital and we will hold a
74% share capital in the Ramky Hyderabad Ring Road Limited. Pursuant to the terms of the concession
agreement, the project has been awarded to Ramky Hyderabad Ring Road Limited for a period of 15 years on
BOT (Annuity) basis. The concession agreement provides that the construction of the road is to be completed by
February 2010. For further details, please see the section titled “Our Business” and “History and Certain
Corporate Matters”, beginning on page 103 and 137, respectively.
The total project cost, as estimated by HUDA, is approximately Rs. 3993.70 million of which Rs. 665.02 million
is being funded by HUDA by way of grant. The debt to equity/grant ratio for the project is 66:34.
(Rs. In million)
S.No Particulars Estimated Cost
1. Term Loan 2,628.68
2. Equity 700
3 HUDA Grant 665.02
Total 3993.70
Debt
The project achieved financial closure on December 5, 2007. A consortium of banks comprising, IDBI Bank,
Axix Bank, Punjab National Bank and Infrastructure Development Finance Company Limited (“IDFC”) have
granted their approval for a loan of Rs 500 million, 750 million, 1,000 million and 750 million respectively, by
their letters dated December 5, 2007, November 21, 2007, November 26, 2007 and November 13, 2007
respectively.
Equity
The equity contribution of Rs.700 million is required to be met by us and ELSAMEX SA. We are required to
make a total contribution of approximately Rs. 518 million for our 74% shareholding in Ramky Hyderabad Ring
66
Road Limited.
As of November 30, 2007, we had invested Rs. 0.37 million from internal accruals for our share holding in
Ramky Hyderabad Ring Road Ltd and Rs. 12.36 million towards share application money and project expenses.
Our remaining equity contribution of Rs. 505.27 million is expected to be met from the Net Proceeds.
Cost of project
On the basis of the appraisal conducted by the management of Ramky Hyderabad Ring Road Limited, the
estimated cost of this project is set forth below:
(Rs. In million)
S.No Particulars Estimated Cost
1 EPC Cost 3,325.08
2 Financing Charges 28.00
3 Consultancy fees and head off ice expense 143.62
4 Interest during construction 284.00
Contingencies 34.00
Working capital for first six months 179.00
Total 3,993.70
The actual cost may vary from the estimated cost.
Schedule of implementation
The schedule of implementation for this project is estimated by the management of Ramky Hyderabad Ring
Road Limited as follows:
Activity Estimated date of completion

Completion of EPC Contract December 31, 2009
Commissioning February 17, 2010
Funds Deployed
As of November 30, 2007, we have invested Rs.12.73 million in connection with this project, as certified by M/s
Visweswara Rao & Associates, Chartered Accountants by their certificate dated December 13, 2007. This
investment has been funded through the internal accruals of the Company and will not be recovered from the
Net Proceeds.
(ii) Ramky Herbal and Medicinal Park (Chhattisgarh) Limited
We intend to invest Rs. 244.47 million of the Net Proceeds in Ramky Herbal and Medicinal Park (Chhattisgarh)
Limited as part of our equity contribution pursuant to the terms of authorization agreement dated 1 October
2007 among CSIDC, Ramky Herbal and Medicinal Park (Chhattisgarh) Limited and us. Ramky Herbal and
Medicinal Park (Chhattisgarh) Limited is a special purpose vehicle incorporated for the purposes of developing
a herbal and medicinal industrial park at Village Bagaudh, Tehsil Kurudh, District Dhamtari, Chhattisgarh on
BOT basis. We believe that investment in Ramky Herbal and Medicinal Park (Chhattisgarh) Limited will help
us broaden our horizons in constructing industrial parks
As per the authorization agreement, 89% share capital in Ramky Herbal and Medicinal Park (Chhattisgarh) will
be held by us and 11% will be held by CSIDC. Pursuant to the terms of the authorization agreement, the project
has to be executed within seven years and the authorization period is for 90 years lease. For further details,
please see the section titled “Our Business” and “History and Certain Corporate Matters” beginning on page 103
and 137, respectively.
The total project cost, as estimated by CSIDC, is approximately Rs. 964.43 million. The debt to equity ratio for
the project is 70:30. The project has not yet attained financial closure.
The equity contribution of Rs. 289.33 million is required to be contributed by us and CSIDC. We are required to
make a total contribution of approximately Rs. 257.50 million for our 89% shareholding in Ramky Herbal and
Medicinal Park (Chhattisgarh) Limited.
67
Funds Deployed
As of November 30, 2007, we have invested Rs. 13.03 million in connection with this project, as certified by
M/s Visweswara Rao & Associates, Chartered Accountants by their certificate dated December 12, 2007. This
Net Proceeds. Our remaining equity contribution of Rs. 244.47 million is expected to be met from the Net
Proceeds.
(iii) Ramky Food Park (Chattisgarh) Limited
We intend to invest Rs. 211.67 million of the Net Proceeds in Ramky Food Park (Chhattisgarh) Limited as part
of our equity contribution pursuant to the terms of authorization agreement dated October 1, 2007 among
CSIDC, Ramky Food Park (Chhattisgarh) Limited and us. Ramky Food Park (Chhattisgarh) Limited is a special
purpose vehicle incorporated for the purposes of developing a food processing industrial park in the district of
Rajnandagao, Chattisgarh on a BOT basis.
As per the terms of the authorization agreement, 89% share capital in Ramky Food Park (Chhattisgarh) Limited
will be held by us and 11% will be held by CSIDC. Pursuant to the terms of the concession agreement, the
project has to be executed within seven years and the concession period is for 90 years lease. For further details,
please see the section titled “Our Business” beginning on page 103.
The total project cost, as estimated by CSIDC, is approximately Rs. 834.84 million. The debt to equity ratio for
The equity contribution of Rs. 250.45 million is required to be met by CSIDC and us. We are required to make a
total contribution of approximately Rs. 222.90 million for our 89% shareholding in Ramky Food Park
(Chhattisgarh) Limited.
Funds Deployed
Proceeds.
(iv) Ramky Gems & Jewellery Park (Chhattisgarh) Limited
We intend to invest Rs. 119.44 million of the Net Proceeds in Ramky Gems & Jewellery Park (Chhattisgarh)
Limited as part of our equity contribution pursuant to the terms of authorization agreement dated October 1,
2007 among CSIDC, Ramky Gems & Jewellery Park (Chhattisgarh) Limited, Aerens Goldsouk International
Limited, P.D. Gupta Infratec Private Limited, Chhattisgarh Futuristic Infrastructure Private Limited and us.
Ramky Gems & Jewellery Park (Chhattisgarh) Limited is a special purpose vehicle incorporated for the
purposes of developing a jewellery SEZ in the district of Raipur, Chattisgarh, on a BOT basis.
As per the authorization agreement, 26% of the share capital in Ramky Gems & Jewellery Park (Chhattisgarh)
Limited will be held by us, 21% each by Aerens Goldsouk International Limited, P.D.Gupta Infratech Private
Limited and Chhattisgarh Futuristic Infrastructure Private Limited and the remaining 11% will be held by
CSIDC.
Pursuant to the terms of the authorization agreement, the project has to be executed within seven years and the
concession period is for 90 year lease. For further details, please see the section titled “Our Business” and
“History and Certain Corporate Matters” beginning on page 103 and 137 respectively.
The total project cost, as estimated by CSIDC, is approximately Rs. 1,834 million. The debt to equity ratio for
The equity contribution of Rs. 550.20 million is required to be contributed by CSIDC, Aerens Goldsouk
International Limited, P.D. Gupta Infratec Private Limited, Chhattisgarh Futuristic Infrastructure Private
68
Limited and us. We are required to make a total contribution of approximately Rs. 143.05 million for our 26%
shareholding in Ramky Gems & Jewellery Park Park (Chhattisgarh) Limited.
Funds Deployed
Proceeds
2. Purchase of Construction Equipments
We believe that ownership of critical and technically advanced equipments has been one of our strengths, which
has enabled us to qualify for large projects and complete projects in a timely manner. We believe that ownership
of suitable construction equipment will enable us further strengthen our execution capacity for more complex
projects and would be more economical in a long term. Accordingly, we propose to invest Rs. 997.88 million of
the Net Proceeds for the purchase of the following construction equipment for our existing and future projects:
a. Plants and Earthmoving Equipment;

b. Construction Aid Equipment;
c. Concrete Equipment;
d. Material Handling Equipment;
e. Reinforement Equipment; and
f. Others.
We have obtained quotations for the above mentioned construction equipment but have not yet placed orders for
the same. These equipments are proposed to be acquired in a ready to use condition. The average expected date
of supply of these equipments is between three to six months from the date of placement of the order. The
Promoters, Directors, Promoter Group does not have any interest proposed acquisition of equipment and
machinery or in the entities from whom we have obtained quotes for the same. Detailed description of the
equipments proposed to be acquired by us is as follows:
Plant and Earth Moving Equipments:
Our roads division is currently using plant and earthmoving equipment located at our project sites throughout
India. We have estimated a requirement to purchase plant and earthmoving equipment for a value of Rs. 596.23
million, for our exiting and up coming projects.
The details of the plant and earthmoving equipment proposed to be acquired by us, and the quotations received
for the same are given below:
Amount
Quantity Rate / Date of
S.No Name Of Equipment (Rs. in Quotation from
required No. Quote
million)
1 Crusher, 200TPH 4 51100000 204.40 Metso Minerals 10.10.07
Hot Mix Plant,
2 2 25300000 50.60 Linhoff Technologies 18.10.07
160TPH
Polytech Automation
3 W.M.M Plant, 200TPH 2 3800000 7.60 01.10.07
Pvt.Ltd
IPA Flowmatics
4 Weigh Bridge, 60 Ton 4 900000 3.60 01.10.07
Pvt.Ltd.
5 Generators
6 a 500KVA 4 3100000 12.40 Powerica Limited 22.10.07
7 b 320KVA 4 1900000 7.60 Powerica Limited 22.10.07
Mobile Tower
8 c 4 660000 2.64 Ingersoll Rand 16.10.07
Lights
9 Excavators
69
a Ex 210 5 5394000 26.97 TELCON 19.10.07
b EX 70 2 2506000 5.01 TELCON 19.10.07
c Breakers 3 1478000 4.43 TELCON 19.10.07
10 Motor Graders 5 6500000 32.50 GMMCO Limited 15.10.07
Wheel Loaders, 1.7
11 3 3500000 10.50 TELCON 17.10.07
Cum
12 Wheel Loaders, 3 Cum 3 8600000 25.80 TELCON 17.10.07
13 Dozer 2 4750000 9.50 GMMCO Limited 15.10.07
14 Soil Compactor, 10Ton 8 2580000 20.64 Volvo India Pvt.Ltd 16.10.07
15 Tandem Roller 5 2800000 14.00 Volvo India Pvt.Ltd 16.10.07
Pneumatic Tyre Roller,
16 2 3800000 7.60 Volvo India Pvt.Ltd 16.10.07
25Ton
Dynapac Compaction
17 Baby Roller 4 1830000 7.32 & Paving Equipment 14.10.07
(India) Pvt.Ltd
18 Pavers
Sensor,
a 3 6600000 19.80 Volvo India Pvt.Ltd 01.10.07
5.5Mt
Dynapac Compaction
Sensor,
b 3 14200000 42.60 & Paving Equipment 13.10.07
9Mt
(India) Pvt.Ltd
19 Tipper
Automotive
a 10 Ton 20 1160500 23.22 16.10.07
Manufacturers Pvt.Ltd
b 25 Ton 25 2300000 57.50 TATA Motors 23.10.07
Total 596.23
Construction Aid Equipments
We use construction aid equipments such as shuttering and scaffolding materials in the construction of multi-
storied structures, more specifically to firm the concrete after it has been poured into the structure and to enable
the laborers to perform their tasks at a height. We believe that scaffolding is critical in our line of business.
While certain other construction companies hire this equipment, we as a policy have believed in owning this
critical equipment.
We have estimated a requirement to acquire additional scaffolding material for a value of Rs. 207.07 million.
We believe that owning the said scaffolding materials will enable us to mobilize our resources and render our
services in a faster and move efficient manner.
The details of the scaffolding material to be acquired by us, and the quotations received for the same are given
below:
Amount
Quantity Rate / Date of
S.No Name Of Equipment (Rs. in Quotation from
required No. Quote
million)
1 Shuttering
Floor Forms : New Age Scafoldings
1 200000 750 150.00 20.10.07
900 X 600 Pvt.Ltd
2 Scafolding
Vertical Cuplocks
1 15000 450 6.75 Reckon Jacks Pvt.Ltd 18.10.07
2mt
Vertical Cuplocks
2.5mt
Vertical Cuplocks
3mt
70
Harizontal
Cuplocks 1mt
Harizontal
Cuplocks 1.5mt
Harizontal
Cuplocks 2mt
7 Base Plate 20000 60 1.20 Reckon Jacks Pvt.Ltd 18.10.07
8 Expansion Joints 20000 80 1.60 Reckon Jacks Pvt.Ltd 18.10.07
Universal Jack
600mm long
Universal Jack
900mm long
11 U Head Jack 30000 248 7.44 JVR Forgings Ltd 19.10.07
12 Spigot 35000 40 1.40 JVR Forgings Ltd 19.10.07
Total 207.07
Concrete Equipment
Our building products division currently produces ready mixed concrete from nine batching plants located at our
project sites throughout India. We have estimated a requirement to purchase concreting equipment for a value of
Rs. 92.99 million, to produce ready mix concrete.
The details of the concreting equipment proposed to be acquired by us, and the quotations received for the same
are given below:
Amount
S. Name Of Quantity
Rate/ No. (Rs. in Quotation from Date of Quote
No Equipment required
million)
Concrete Batching Schwing Stetter
1 5 8870000 44.35 12.10.07
Plant, 56Cum/ Hr (India) Pvt.Ltd
2 Generators
a 160KVA 3 940000 2.82 Powerica Limited 22.10.07
b 125KVA 4 700000 2.80 Powerica Limited 22.10.07
c 62.5KVA 4 446000 1.78 Powerica Limited 22.10.07
d 30KVA 3 345000 1.04 Powerica Limited 22.10.07
Transit Mixers, Greaves Cotton
3 12 1000000 12.00 22.10.07
6Cum Limited
Schwing Stetter
4 Concrete Pumps 6 1900000 11.40 12.10.07
(India) Pvt.Ltd
Universal
Reversible Drum
5 10 485000 4.85 Construction 17.10.07
Mixer
Equipment
Universal
6 Builder Hoist 20 165000 3.30 Construction 17.10.07
Equipment
Universal
7 Tough Rider 20 365000 7.30 Construction 17.10.07
Equipment
Universal
8 Weigh Batchers 20 40000 0.80 Construction 17.10.07
Equipment
Universal
Earth Rammers
9 10 55000 0.55 Construction 17.10.07
(Diesel)
Equipment
Total 92.99
Material Handling Equipment
71
We need 10 tower cranes including 8 mobile cranes and 8 tractor mounted cranes which will enable us to
execute large construction projects more expeditiously and efficiently and cuts down our dependency on labour
and hired equipment. In order to expand the scope of our operations, and to enable us to simultaneously execute
multiple projects, we had estimated a requirement to acquire material handling equipment for a value of Rs.
60.20 million.
The details of the material handling proposed to be acquired by us, and the quotations received for the same are
given below:
Amount
Date of
S.No Name Of Equipment Qty. Req. Rate / No. (Rs. in Quotation from
Quote
million)
Action Construction
1 Tower Cranes 10 4500000 45.00 10.10.07
Equipments (P) Ltd.
Action Construction
2 Mobile Cranes 8 1200000 9.60 22.10.07
Equipments (P) Ltd.
Tractor mounted Chowgule and

3 8 700000 5.60 20.10.07
crane Company Pvt.Ltd
Total 60.20
Reinforcement Equipment
We currently use reinforcement equipment such as bar bending machine and bar cutting machine which enable
us to cut bend reinforcement steel to the required specifications for the purposes of putting up columns, beams
and floor slabs. These equipments cut down our dependency on labour. We have estimated a requirement to
acquire reinforcement equipment for a value of Rs. 6.45 million.
The details of the reinforcement equipment proposed to be acquired by us, and the quotations received for the
same is given below:
Amount
S. Name Of Quantity Rate Date of
(Rs. in Quotation from
No. Equipment Required Per No. Quote
million)
1 Bar Cutting m/cs 20 165000 3.30 Infra Machines Pvt. Ltd 18.10.07
2 Bar Bending m/cs 15 210000 3.15 Infra Machines Pvt. Ltd 18.10.07
Total 6.45
Others
In order to provide for a larger portion of our building products requirement in house, we propose to enhance the
capability of our building products division by acquiring certain building products equipment. We have
estimated a requirement to acquire equipment for our building product division for a value of Rs. 34.94 million.
The details of the reinforcement equipment proposed to be acquired by us, and the quotations received for the
same are given below:
Amount
S.N Quantity Rate Date of
Name Of Equipment (Rs. in Quotation from
o Required Per No. Quote
million)
1 Pumps
20H.P Dewatering Pumps 5 40,000 0.20 Farm Aids 22.09.07
Western
10H.P Dewatering Pumps 5 35,000 0.18 07.09.07
Consolidated Pvt.Ltd
72
Western
5H.P Dewatering Pumps 10 8,000 0.08 07.09.07
Western
5 H.P Submercible Pump 10 15,000 0.15 07.09.07
Western
2 H.P Submercible Pump 10 8,000 0.08 07.09.07
Western
1 H.P Monoblock Pump 20 4,000 0.08 07.09.07
2 LMV
Mahindra &
Pickup 20 673,000 13.45 22.10.07
Mahindra
Four Wheeler 10 831,750 8.32 Talwar Hyundai 22.10.07
3 Two Wheelers 50 40,385 2.02 AST Motors 10.09.07
4 Survey Equipment
Total Station, 1 Sec 8 500,000 4.00 AIMIL Ltd 19.10.07
Precision Instruments
Auto Level 15 25,000 0.38 02.09.07
Pvt.Ltd
1,500,00
5 Lab Equipment 4 6.00 AIMIL Ltd 10.10.07
0
Total 34.94
Funds deployed
As of November 30, 2007, we have not incurred any expenditure in connection with the purchase of the above
mentioned equipments/machineries.
We propose to meet the entire cost of financing the above mentioned equipments/machineries from the Net
Proceeds.
3. Financing a portion of the Working Capital requirements
We intend to utilize a portion of the Net Proceeds to meet the requirements of our working capital gaps. The
following table shows our working capital position as on March 31, 2007 and the estimation for the Fiscal 2008
and Fiscal 2009. These estimates are based on our management estimates and actual requirements may vary
from the estimates.
(Rs. in million)
Based on audited accounts Projected Working Capital requirement
Particulars June 30, 2007 March 31, 2007 2008 2009
(estimated by us) (estimated by us)
A. Current Assets
Sundry Debtors 2583 2,397 4,025 6,040
Cash & Bank Balance 309 630 665 797
Inventory of Raw Materials 230 154 260 380
Work in Process 681 346 585 878
Loans & Advances :
Secutiry Deposits 1022 877 1,482 2,223
Earnest Money Deposits 95 106 179 269
TDS 173 145 350 618
Other advances 1040 868 1,466 2,199
Total 6133 5,523 9,012 13,404
B. Current Liabilities
Sundry Creditors 1552 1,794 2,580 4,190
Advances from clients * 340 309 523 785
Other Current Liabilities 374 261 399 599
Provisions 228 187 388 655
Total 2494 2,551 3,890 6,229
73
Based on audited accounts Projected Working Capital requirement
Particulars June 30, 2007 March 31, 2007 2008 2009
(estimated by us) (estimated by us)
Working Capital Gap (A- 3639 2,972 5,122 7,175
B)
Less: Bank finance for 2,710 3,260
Working capital
Working Capital Margin 2,412 3,915
* During Fiscal 2007 total advances from clients is Rs. 929 million, out of which 1/3rd is considered as current
liability recoverable / repayable within one year.
* During Q1 of Fiscal 2008 total advances from clients is Rs.1021 million, out of which 1/3rd is considered as
current liability recoverable / repayable within one year.
Thus the additional working capital requirement for the Fiscal 2008 and Fiscal 2009 is estimated to be Rs. 5,122
million and 7,175 million respectively, based on our current estimates.
The working capital margin of Rs. 2,412 Million and Rs. 3,915 Million for the Fiscal 2008 and 2009
respectively, are proposed to be met from internal accruals and long term sources.
We intend to utilize an amount of Rs.1,250 million out of the Net Proceeds to partly meet this working capital
gap. The balance working capital requirements will be met through our internal accruals.
4. General Corporate Purposes
We propose to apply the remaining Net Proceeds for general corporate purposes as decided by our Board from
time to time including strategic initiatives, brand building exercises, reduction of our indebtedness,
strengthening of our marketing capabilities and other project related investments and commitments for which
we have received or may receive the letter of intent in order to strengthen our operations in the construction and
developer division.
Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to
revise its business plan from time to time and consequently our funding requirement and deployment of funds
may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or
decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of a shortfall in
the Net Proceeds our management may explore a range of options including utilizing our internal accruals or
seeking debt from future lenders. In case of surplus, it shall be used for general business purpose. Our
management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds
earmarked for general corporate purposes.
Issue Related Expenses
Issue related expenses include, among others, underwriting and selling commissions, printing and distribution
expenses, legal fees, advertisement expenses, Registrar’s fees, depository fees and listing fees.
The details of the estimated Issue expenses are as follows:
(Rs. in million)
Activity Estimated expenses As a percentage of As a percentage of
the total Issue the Net Proceeds
expenses
Lead management fees, underwriting and selling [•] [•] [•]

commission*
Advertising and marketing expenses [•] [•] [•]
Printing and Stationery [•] [•] [•]
Others (Registrar’s fee, legal fee, listing fee etc.) [•] [•] [•]
74
* Will be included upon finalization of the Issue Price.
Appraisal Report
None of the projects for which the Net Proceeds will be utilized have been financially appraised by any banks,
financial institutions or agency and the estimates of the costs of the projects mentioned above are based on the
internal estimates of the Company or the relevant Subsidiary, as applicable.
Interim Use of Proceeds
Pending utilisation for the purposes described above, we intend to temporarily invest the Issue proceeds in
interest bearing liquid instruments including deposits with banks, for the necessary duration, or for reducing
overdraft to save interest costs or temporarily deploy the funds in working capital loan account. Such
investments would be in accordance with the investment policies approved by our Board from time to time.
Bridge loans
We have not raised any bridge loans against the proceeds of the Issue.
Monitoring Utilisation of Funds
Our Board will monitor the utilisation of the Net Proceeds. We will disclose the details of the utilisation of the
Issue proceeds, including interim use, under a separate head in our financial statements for Fiscal 2008 and
2009, specifying the purpose for which such proceeds have been utilised or otherwise disclosed as per the
disclosure requirements of our listing agreements with the Stock Exchanges.
Except as stated above and otherwise in the normal course of our business, no part of the proceeds from the
Issue will be paid by us as consideration to our Promoters, our Directors, associate, Promoter Group companies
or key managerial personnel.
75
BASIS FOR THE ISSUE PRICE
The Issue Price will be determined by us, in consultation with the Book Running Lead Managers on the basis of
demand from Investors for the Equity Shares through the Book Building Process. The face value of the Equity
Shares is Rs. [●] and the Issue Price is [●] times of the face value at the lower end of the Price Band and [●]
times of the face value at the higher end of the Price Band.
Qualitative Factors
For some of the qualitative factors, which form the basis for computing the price refer to section “Our Business”
beginning on page 103 and the section “Risk Factors” beginning on page 15.
Quantitative Factors
Information presented in this section is derived from our Company’s restated financial statements prepared in
accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price,
are as follows:
Quantitative Factors
1. Earning Per Equity Share
Year EPS (Rs.)

Weight
Unconsolidated Consolidated
For year ended March 31, 2005 11.47 NA 1
For year ended March 31, 2006 28.18 NA 2
For year ended March 31, 2007 58.00 58.18 3
Weighted Average 40.31 -
Note: The Company has issued Bonus Shares on December 7, 2007. The Adjusted EPS pursuant to such Bonus
issue shall be at Rs.1.94 and & Rs.1.94 on Unconsolidated & Consolidated financial statements
respectively.
Explanation
a) The adjusted Earning per Share has been computed on the basis of the adjusted profits and losses
of the respective years drawn after considering the impact of accounting policy changes and
material adjustments, prior period items pertaining to the earlier years and dividend on preference
shares.
b) The denominator considered for the purpose of calculating adjusted Earnings per Share is the
weighted average number of Equity Shares outstanding during the year.
2. Price / Earning (P/E) ratio in relation to the Issue Price of Rs. [●]
Particulars Unconsolidated Consolidated

1. Based on Adjusted EPS [●] [●]
2. Based on Weighted average EPS [●] [●]
3. Industry P/E*
• Highest 148.6
• Lowest 4.5
• Industry Composite 41.7
*Source: Capital Market, Volume XXII/20, dated December 03 – 16, 2007
3. Return on Net worth (RONW)
Year RONW % Weight

For year ended March 31, 2005 32.53% NA 1
For year ended March 31, 2006 45.26% NA 2
For year ended March 31, 2007 19.75% 19.79% 3
Weighted Average 30.38% -
76
Net Asset Value per Equity Share represents net worth, as restated divided by number of Equity Shares
outstanding at the end of the period.
4. Net Asset Value per share (NAV) after Issue and comparison with Issue Price:
Particulars
NAV (Rs.)
As at March 31, 2007 291.27 291.33
After the Issue [●] [●]
Issue Price [●] [●]
NAV per equity share has been calculated as net worth, as restated, at the end of the year divided by number of
equity shares outstanding at the end of the year / period
5. Comparison with other listed companies
EPS (Rs) P/E Ratio RoNW (%) Book Value (Rs.)
Ramky Infrastructure Limited* 58.15 [●] 19.79 291.33

PEER GROUP
IVRCL Infrastructures & Projects Ltd 10.8 34.1 15.8 101.7
Maytas Infra Ltd 9.3 98.4 22.9 100.7
Nagarjuna Construction Company Ltd 5.7 51.2 13.6 63.1
Source: Capital Market, December 03 – 16, 2007
*For the year ended March 31, 2007- Based on Restated Consolidated Financial Statements.
The company has issued Bonus Shares on December 7, 2007. The Adjusted EPS pursuant to such Bonus issue
shall be at Rs.1.94 and & Rs.1.94 on Unconsolidated & Consolidated financial statements respectively.
The Issue Price of Rs. [●] per Equity Share has been determined by us, in consultation with the Book Running
Lead Manager, on the basis of assessment of market demand for the offered securities by way of Book Building
Process and is justified based on the above accounting ratios. For further details, see the section “Risk Factors”
beginning on page 15 and the financials of our Company including profitability and return ratios, as set out in
the auditors report beginning on page 184, for a more informed view.
77
STATEMENT OF TAX BENEFITS
We hereby confirm that the enclosed annexure, prepared by the Company, states the possible tax benefits
available to Ramky Infrastructure Limited (‘the Company’) and its Shareholders under the current tax laws
presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling
the conditions prescribed under the relevant provisions of the relevant tax laws. Hence the ability of the
company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based
on the business imperatives, the Company may or may not choose to fulfill. Each shareholder is advised to
consult its own tax consultant with respect to the specific tax implications arising out of its participation in the
issue, particularly in view of the fact that there could be different interpretations of legislation.
Unless otherwise specified, sections referred to below are sections of the Income-tax Act, 1961. All the
provisions set out below are subject to conditions specified in the respective sections. The contents of this
annexure are based on information, explanations and representations obtained from the Company and on the
basis of our understanding of the business activities and operations of the Company.
Further we do not express any opinion or provide any assurance as to whether:
the Company or its shareholders will continue to obtain these benefits in future: or
the conditions prescribed for availing the benefits, where applicable have been/would be met.
for Visweswara Rao & Associates

Chartered Accountants
(Mahidhar. S.G.)
Partner
Place: Hyderabad
Date: December 13, 2007
78
STATEMENT OF POSSIBLE TAX BENEFITS
A. Benefits available to the Company under the Income Tax Act, 1961:
1. Under section 10(34) of the Act, any income by way of dividends referred to in section
115-O received by the Company is exempt from income-tax.
2. By virtue of section 10(35) of the Act, the following income shall be exempt in the
hands of the company –
(a) Income received in respect of the units of a Mutual Fund specified under
clause (23D) of Section 10; or
(b) Income received is respect of units from the Administrator of the specified
undertaking ; or
(c) Income received in respect of units from the specified company.
Provided that this exemption does not apply to any income arising from transfer of units of
the Administrator of the specified undertaking or of the specified company or of a mutual
fund, as the case may be. For this purpose:
(i) “Administrator” means the Administrator as referred to in clause (a) of section

2 of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002.
(ii) “Specified Company” means a company as referred to in clause (h) of section

2 of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002;
3. In terms of section 10(36) of Act, any long term capital gain arising to the Company
from the transfer of a long term capital asset being an eligible equity share in a
company purchased on or after March 1, 2003 and before March 1, 2004 and held for a
period of more than 12 months would be liable to tax in the hands of the Company;
For this purpose, “eligible equity share” means-
a) any equity share in a company being a constituent of BSE – 500 Index of the
Bombay Stock Exchange Limited as on the March 1, 2003 and the transaction of
purchase and sale of such equity share are entered into on a recognized stock
exchange in India; or
b) an equity share in a company allotted through a public issue on or after the March
1, 2003 and listed in a recognized stock exchange in India before March 1, 2004
and the transaction of sale of such share is entered into on a recognized stock
exchange in India.
4. As per the provisions of section 10 (38) of the Act that the long term capital gains
arising from the transfer of shares, where the transaction of sale of such shares is
entered into in a recognized stock exchange in India on or after October 1, 2004 and
chargeable to Securities Transaction Tax will be exempt from tax.
Provided that the income by way of long-term capital gain of a company shall be taken
into account in computing the book profit and income-tax payable under section 115JB
from the assessment year 2007-08.
5. Under section 48 of the Act, if the investments in shares are sold after being held for
not less than twelve months, the gains, if any, will be treated as long-term capital gains
and the gains will be calculated by deducting from the gross consideration, the indexed
cost of acquisition. The indexed cost of acquisition / improvement adjusts the cost of
acquisition / improvement by the cost of inflation index, as prescribed from time to
time.
6. Under section 54EC of the Act, subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under section 10(36) and Section
10(38) of the Act) arising on transfer of the shares of the Company are exempt from tax
if the gains are invested within six months from the date of transfer in certain long term
specified assets being bonds issued on or after April 1, 2006 and redeemable after three
years by:
a) National Highway Authority of India constituted under section 3 of The National

Highway Authority of India Act, 1988;
b) Rural Electrification Corporation Limited, the company formed and registered under
the Companies Act, 1956
If the long-term specified asset is transferred or converted into money at any time
within a period of three years from the date of acquisition, the amount of capital gains
on which tax was not charged earlier shall be deemed to be income chargeable under
the head “Capital Gains” of the year in which the specified asset is transferred or
converted into money.
However, the investment made on or after the 1st day of April, 2007 in the long-term
specified asset by an assessee during any financial year does not exceed fifty lakh
rupees.
7. As per the provisions of section 111A of the Act that the short term capital gains arising
from the transfer of equity shares, where the transaction of sale of such shares is
entered into in a recognized stock exchange in India on or after October 1, 2004 and
chargeable to Securities Transaction Tax will be chargeable to tax @ 10% (Plus
applicable surcharge).
8. Under section 112 of the Act, and other relevant provisions of the Act, long term capital
gains.(i.e., if shares are held for a period exceeding 12 months) (In cases not covered
under section 10(36) and section 10(38) of the Act), arising on transfer of shares in the
Company, shall be taxed at a rate of 20% (plus applicable surcharge). The tax shall
however, not exceed 10% (plus applicable surcharge) without indexation, if the transfer
is made after listing of the shares of the Company.
9. According to section 115JB of the Act, MAT is applicable to a company if the tax
payable by a company on its total income, as computed under the normal provision is
less than 10% of its book profits. In computing book profits for MAT purposes, certain
positive and negative adjustments must be made to the net profits of the Company. As
80
per section 115 JAA of the Act, a company is eligible to claim credit for any taxes paid
under section 115 JB or section 115JA of the Act against tax liabilities incurred in
subsequent years.
Mat credit eligible for carry forward to subsequent years is the difference between
MAT paid and the tax computed as per normal provisions of the Act for a financial
year. Such MAT credit is allowed to be carried forward for set off up to 5 years
succeeding the year in which the MAT credit is allowed. However for MAT paid on or
after financial year 2005-06, MAT credit is allowed to be carried forward for set off up
to 7 subsequent years.
10. U/Sec. 80IA of the Act

In accordance with and subject to the conditions specified in Section 80IA of the Act,
the Company would be entitled to deduction of 100% of profits derived from any
enterprise carrying on the business of (i) developing or (ii) operating and maintaining or
(iii) developing, operating and maintaining any infrastructure facility which fulfils all
the following conditions namely :-
(a) It is owned by a company registered in India or by a consortium of such

companies or by an authority or board or a corporation or any other body
established or constituted under any central or state act.
(b) It has entered into an agreement with the Central Government or a State
Government or a Local Authority or any other statutory body for (i) developing
or (ii) operating and maintaining or (iii) developing, operating and maintaining
any infrastructure facility.
(c) It has started or starts operating and maintaining infrastructure facility on or after
1st day of April 1995
For the purpose of this clause, “infrastructure facility” means
(a) a road including toll road, a bridge or a rail system;
(b) a highway project including housing or other activities being an integral part of the
highway project;
(c) a water supply project, water treatment system, irrigation project, sanitation and
sewerage system or solid waste management system;
(d) a port, airport, inland waterway (or inland port)
11. Education Cess of 2% and Secondary and higher education cess of 1% on Income tax
payable including surcharge. The rate of tax would therefore increase accordingly.
81
B. Benefits available to the shareholders of the Company under the Income Tax Act, 1961:
Benefits to Resident Shareholders

12. Under section 10(34) of the Act, any income by way of dividends referred to in section 115-
O received from a domestic company is exempt from income tax.
13. As per the provisions of Section 10(38) of the Act which provides that the long term capital
gains arising from the transfer of shares, where the transaction of sale of such shares is
entered into in a recognized stock exchange in India on or after the 1st Day of October, 2004
and the transaction is chargeable to Securities Transaction Tax will be exempt from tax.
Provided that the income by way of long-term capital gain of a company shall be taken into
account in computing the book profit and income-tax payable under section 115JB from
the assessment year 2007-08.
14. Under section 88E of the Act, securities transaction tax paid by a shareholder in respect of
the taxable securities transactions entered into in the course of his business, would be
eligible for rebate from the amount of income-tax on the income chargeable under the head
“Profit and gains of business or profession” arising from taxable securities transactions. As
such, no deduction in respect of amount paid on account of securities transaction tax will be
allowed in computing the income chargeable to tax as capital gains.
15. Under section 48 of the Act, if the Company’s shares, being long-term capital assets (i.e.
being held for more than 12 months), are sold, the long-term capital gains(in cases not
covered under section 10(36) and 10(38) of the Act), if any shall be calculated after
indexing the cost of acquisition.
gains (i.e., if shares are held for a period exceeding 12 months) (in cases not covered under
section 10(36) and Section 10(38) of the Act), arising on transfer of shares in the Company,
shall be taxed at a rate of 20% (plus applicable surcharge) after indexation as provided in
the second proviso to section 48. The amount of such tax shall however, not exceed 10%
(plus applicable surcharge) without indexation, if the transfer is made after listing of the
shares of the Company.
17. Under section 54EC of the Act, subject to the conditions and to the extent specified therein,
long-term capital gains (in cases not covered under section 10(36) and Section 10(38) of the
Act) arising on transfer of the shares of the Company are exempt from tax if the gains are
invested within six months from the date of transfer in certain long term specified assets
being bonds issued on or after April 1, 2006 and redeemable after three years by:
a) National Highway Authority of India constituted under section 3 of The National
In such a case, the cost of such long-term specified asset will not qualify for deduction
under section 80C of the Act.
If the long-term specified asset is transferred or converted into money at any time within a
period of three years from the date of acquisition, the amount of capital gains on which tax
was not charged earlier shall be deemed to be income chargeable under the head “Capital
Gains” of the year in which the specified asset is transferred or converted into money.
specified asset by an assessee during any financial year does not exceed fifty lakh rupees.
18. Under section 54F of the Act, long term capital gains(in cases not covered under section
10(36) and 10(38) of the Act) arising on the transfer of the shares of the Company held by
an individual or Hindu Undivided Family (HUF) are exempt from capital gains tax if the
net consideration is utilize, within a period of one year before, or two years after the date
82
of transfer , in the purchase of a residential house, or for construction of a residential
house within three years. Such benefit will not be available:
a) if the individual or Hindu Undivided Family-
(i) Owns more than one residential house, other than the new residential house, on the
date of transfer of the shares; or
(ii) Purchases another residential house within a period of one year after the date of
transfer of the shares; or
(iii) Constructs another residential house other than the new house within a period of
three years after the date of transfer of the shares; and
b) The income from such residential house, other than the one residential house owned
on the date of transfer of the original asset, is chargeable under the head “Income
from house property”
If only a part of the net consideration is so invested, so much of the capital gains as bears to
the whole of the capital gain the same proportion as the cost of the residential house bears to
the net consideration shall be exempt.
If the residential house is transferred within a period of three years from the date of
purchase or construction, the amount of capital gains on which tax was not charged earlier,
shall be deemed to be income chargeable under the head “Capital Gains” of the year in
which the residential house is transferred.
19. As per the provisions of section 111A of the Act, the short term capital gains arising from
the transfer of equity shares, where the transaction of sale of such shares is entered into in
a recognized stock exchange in India on or after 1st Day of October, 2004 and such
transaction is chargeable to securities transaction tax will be chargeable to tax @ 10%
(plus surcharge).
Benefits to Non-resident Indians / Non residents shareholders (Other than FIIs)
22. As per the provisions of section 10(38) of the Act that the Long term capital gains arising
from the transfer of shares, where the transaction of sale of such shares is entered into in a
recognized stock exchange in India on or after 1st day of October, 2004 and chargeable to
Securities Transaction Tax will be exempt from tax.
Provided that the income by way of long-term capital gain of a company shall be taken
into account in computing the book profit and income-tax payable under section 115JB
from the assessment year 2007-08.
23. Under the first proviso to section 48 of the Act, in case of a non-resident, in computing the
capital gains arising from transfer of shares of the Company acquired in convertible foreign
exchange, cost indexation will not be applicable. The capital gains/loss in such a case will
be computed by converting the cost of acquisition, consideration for transfer and
expenditure incurred wholly and exclusively in connection with such transfer into the same
foreign currency which was utilized in the purchase of the shares and the capital gains
computed in such foreign currency shall be reconverted into Indian currency, such that the
aforesaid manner of computation of capital gains shall be applicable in respect of capital
gains accruing/arising from every reinvestment thereafter and sale of shares or debentures of
an Indian company including the Company.
83
24. Under section 88E of the Act, securities transaction tax paid by a shareholder in respect of
the taxable securities transactions entered into in the course of his business, would be
eligible for rebate from the amount of income-tax on the income chargeable under the head
“Profit and gains of business or profession” arising from taxable securities transactions. As
such, no deduction in respect of amount paid on account of securities transaction tax will be
allowed in computing the income chargeable to tax as capital gains.
25. Under Section 54EC of the Act, subject to the conditions and to the extent specified therein,
long-term capital gains (in cases not covered under Section 10(36) and section 10(38) of the
invested within six months from the date of transfer in certain long term specified assets
being bonds issued on or after April 1, 2006 and redeemable after three years by:
a. National Highway Authority of India constituted under section 3 of The National

In such a case, the cost of such long-term specified asset will not qualify for deduction
under section 80C of the Act.
26. Under section 54F of the Act, long term capital gains(in cases not covered under section
10(36) and Section 10(38) of the Act) arising on the transfer of the shares of the Company
held by an individual or Hindu Undivided Family (HUF) are exempt from capital gains
tax if the net consideration is utilized, within a period of one year before, or two years
after the date of transfer, in the purchase of a residential house, or for construction of a
residential house within three years. Such benefit will not be available:
a) If the individual or Hindu Undivided Family-
i) owns more than one residential house, other than the new residential house, on the
date of transfer of the shares; or
ii) Purchases another residential house within a period of one year after the date of
transfer of the shares; or
iii) Constructs another residential house within a period of three years after the date of
transfer of the shares; and
b) the income from such residential house, other than the one residential house owned on
the date of transfer of the original asset, is chargeable under the head “Income from
house property”
If only a part of the net consideration is so invested, so much of the capital gains as bears to
the whole of the capital gain the same proportion as the cost of the new residential house
bears to the net consideration shall be exempt.
If the new residential house is transferred within a period of three years from the date of
purchase of construction, the amount of capital gains on which tax was not charged earlier,
84
shall be deemed to be income chargeable under the head “Capital Gains” of the year in
which the residential house is transferred.
27. As per the provisions of section 111A of the Act, the short term capital gains arising from the
transfer of equity shares, where the transaction of sale of such shares is entered into in a
recognized stock exchange in India on or after 1st day of October, 2004 and chargeable to
Securities Transaction Tax will be chargeable to tax @ 10% (plus surcharge).
gains.(i.e., if shares are held for a period exceeding 12 months) (In cases not covered under
section 10(36) and section 10(38) of the Act), arising on transfer of shares in the Company,
shall be taxed at a rate of 20% (plus applicable surcharge). The tax shall however, not
exceed 10% (plus applicable surcharge) without indexation, if the transfer is made after
listing of the shares of the Company.
30. A non-resident Indian (i.e. an individual being a citizen of India or person of Indian origin
who is not a resident) has an option to be governed by the provisions of Chapter XIIA of the
Act, viz. “Special Provisions Relating to Certain Incomes of Non-Residents” which are as
follows:
a. Under section 115 E of the Act, where shares in the company are acquired or
subscribed for in convertible foreign exchange by a non-resident Indian, capital gains
arising to the non-resident Indian on transfer of shares held for a period exceeding 12
months shall (in cases not covered under section 10(36) and section 10(38) of the
Act) is concession ally taxed at the rate of 10% (plus applicable Surcharge) (without
indexation benefit).
b. Under section 115F of the Act, long term capital gains (in cases not covered under
section 10(36) of the Act and section 10(38) of the Act) arising to a non-resident
Indian from the transfer of shares of the company subscribed to in convertible foreign
exchange is exempt from Income tax, if the net consideration is reinvested in
specified assets within six months from the date of transfer. If only a part of the net
consideration is so invested, the exemption shall be proportionately reduced.
If the specified asset is transferred or converted into money within a period of three
years from the date of its acquisition, the amount of capital gains on which tax was
not charged earlier, shall be deemed to be income chargeable under the head “Capital
gains” of the year in which the specified asset is transferred or converted.
c. Under Section 115G of the Act, it shall not be necessary for a Non-resident Indian to
furnish his return of income if his income chargeable under the act consists on only
investment income or long term capital gains or both arising out of specified assets
acquired, purchased or subscribed in convertible foreign exchange and tax deductible
at source has been deducted there from.
d. Under section 115H of the Act, where the Non-resident Indian becomes assessable as
a resident in India, he may furnish a declaration in writing to the Assessing Officer,
along with his return of income for that year under section 139 of the Act to the
effect that the provisions of the Chapter XIIA shall continue to apply to him in
relation to such investment income derived from the specified assets mentioned in
sub clauses (ii), (iii), (iv) and (v) of clause (f) of Sec 115C for that year and
subsequent assessment years until such assets are converted into money.
e. Under section 115I of the Act, a Non-Resident Indian may elect not be governed by
the provisions of Chapter XIIA for any assessment year by furnishing his return of
income for that assessment year under Section 139 of the Act, declaring therein that
the provisions of Chapter XII-A shall not apply to him for that assessment year and
85
accordingly his total income for that assessment year will be computed in accordance
with the other provisions of the Act.
31. Under section 90(2) of the Act, where the central Government has entered into an agreement
with the government of any country outside India for granting relief of tax, or as the case may
be, avoidance of double taxation, then, in relation to the assessee to whom such agreement
applies, the provisions of this act shall apply to the extent they are more beneficial to that
assessee.
Benefits to Foreign Institutional Investors (FIIs)
33. As per the provisions of Section 10(38) of the Act that the long term capital gains arising from
the transfer of shares, where the transaction of sale of such shares is entered into in a
recognized stock exchange in India on or after October 1, 2004 and chargeable to
Securities Transaction Tax will be exempt from tax.
Provided that the income by way of long-term capital gain of a company shall be taken into
account in computing the book profit and income-tax payable under section 115JB from the
assessment year 2007-08.
34. Under section 88E of the Act, securities transaction tax paid by a shareholder in respect of the
taxable securities transactions entered into in the course of his business, would be eligible for
rebate from the amount of income-tax on the income chargeable under the head “Profit and
gains of business or profession” arising from taxable securities transactions. As such, no
deduction in respect of amount paid on account of securities transaction tax will be allowed in
computing the income chargeable to tax as capital gains.
35. The income by way of short-term capital gains / long-term capital gains realized by FIIs on
sale of shares in the company would be taxed at 30% / 10% respectively, as per section
115AD of the Act. (However, in respect of short term capital gains referred to in section 111A
the tax rate applicable will be 10%). The benefit of indexation is not available to FII.
36. Under section 54EC of the Act, subject to the conditions and to the extent specified therein,
long-term capital gains (in cases not covered under section 10(36) and Section 10(38) of the
invested within six months from the date of transfer in the purchase of a long-term specified
asset.
38. Under section 90(2) of the Act, where the central Government has entered into an agreement
with the government of any country outside India for granting relief of tax, or as the case
may be, avoidance of double taxation, then, in relation to the assessee to whom such
agreement applies, the provisions of this act shall apply to the extent they are more
beneficial to that assessee.
Benefits to Mutual Funds
86
115-O received from a domestic company is exempt from income tax.
40. Under section 10(23D) of the Act, any income of:
a) A Mutual Fund registered under the Securities and Exchange Board of India Act, 1992
or regulations made there under;
b) Such other Mutual Fund set up by a public sector bank or a public financial institution or
authorized by the Reserve Bank of India and subject to such conditions as the Central
Government may, by notification in the Official Gazette, specify in this behalf will be
exempt from income-tax.
Benefits available to Venture Capital Companies / Funds:
115-O received from a domestic company is exempt from income tax.
42. As per the provisions of section 10 (23FB) of the Act, any income of Venture Capital
Companies / Funds registered with the Securities and Exchange Board of India would be
exempt from income tax, subject to the conditions specified.
C. Benefits available to the shareholders of the Company under the Wealth Tax Act, 1957:
43. Shares of the company held by the shareholders will not be treated as an asset within the
meaning of section 2 (ea) of the Wealth Tax Act, 1957. Hence, shares are not liable to
wealth tax.
D. Benefits available to the shareholders of the Company under the Gift Tax Act, 1958:
44. Gift made on or after 1st October, 1998 is not liable for any gift tax, and hence, gift of shares
of the Company would not be liable for any gift tax.
Notes:
1. All the above benefits are as per the current tax law as amended by the Finance Bill, 2007.
2. The above Statement of possible tax benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or list of all potential tax consequences.
3. The stated benefits will be available only to the sole/first named holder in case the shares are
held by joint holders.
4. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be
further subject to any benefits available under the Double Taxation Avoidance Agreements, if
any, between India and the country in which the non-resident has fiscal domicile.
5. In view of the individual nature of tax consequences, each investor is advised to consult
his/her/its own tax advisor with respect to specific tax consequences of his/her/its participation
in the scheme.
6. The tax benefits listed above are not exhaustive.
87
INDUSTRY OVERVIEW
Unless stated otherwise, all information in this section has been sourced from CRISIL Infrastructure
Report - July 2007. For the convenience of readers, certain amounts reported in US dollars in third
party reports and reproduced in this section have also been converted into Rupees at the exchange rate
of US$1 = Rs. 45, which was the exchange rate used in the CRISIL Infrastructure Report - July 2007
wherever US dollars estimates were unavailable. US dollar amounts reported in other third party
reports may have been converted from Rupee amounts into US dollars at different exchange rates than
that used for convenience purposes by CRISIL Research. For ease of comparison, certain amounts
reported in Rupees in third party reports and reproduced in this section have also been converted into
US dollars at the exchange rate of US$1 = Rs. 45. The noon buying rate for Rupees on December 12,
2007 as certified for customs purposes by the Federal Reserve Bank of New York was US$1 = Rs.
39.29.
Overview of the Indian Economy
India is the world’s largest democracy in terms of population (1,129 million people) with a GDP of
approximately US$4,156 billion (Rs. 187,020 billion) in 2006 (estimates). This makes it the fourth
largest economy in the world in terms of GDP (purchasing power parity) after the United States of
America, China and Japan. (Source: CIA World Factbook)
The following table sets forth the key indicators of the Indian economy for the past five fiscal years.
(Annual percentage change, except for foreign exchange reserves)

As at and for the year ended March 31,
2003 2004 2005 2006 2007
Real GDP growth (1) 3.8 8.5 7.5 9.0 9.2
Index of Industrial Production (2) 5.8 7.0 8.4 8.2 10.8*
Wholesale Price Index (2) 3.4 4.6 5.1 4.1 6.7#
Foreign Exchange Reserves (in US$ 71.9 107.5 135.6 145.1 180.0#
billions)
________
(1) At 1999-2000 prices
(2) Index of industrial production; (base 1993-94=100)
*April to December 2006
# As at February 3, 2007
Source: Economic Survey 2006-2007, RBI
As shown in the above table, India has experienced rapid economic growth over the past five fiscal
years. In a global context, India has experienced GDP growth that is second only to the GDP growth of
China for the period from 2003-06. The following table shows the GDP growth of selected countries
during this period.
88
Average Percentage Growth from 2003-2006
10.1%
8.6%
6.7% 6.0% 5.3% 5.1%
3.6%
China India Russia Malaysia Indonesia Thailand Brazil
Construction Industry
Introduction
The Indian construction industry has witnessed rapid growth over the last few years, clearly indicating
the benefit of securing ’industry’ status. The construction sector is strongly linked to the overall
growth and development of the economy. In 2006, the sector accounted for about 14.7% of India’s
GDP, and around 52.3% of the Gross Fixed Capital Formation.
Until recently, foreign direct investment in real estate and construction had been highly regulated. But
since last year, 100% foreign investment has been allowed in this sector and acreage restrictions for
integrated townships have also been relaxed. In addition, venture funds can now invest in real estate.
These changes, together with the repealing of land acquisition and rent control laws and rationalisation
of property taxes, are expected to trigger Rs 5,295 billion (US$118 billion) of annual investments in the
construction industry over the five-year period fiscal 2007-2011. Growth in the construction industry
(at an implicit trend annual growth rate of 13.5% per cent over the five-year period fiscal 2007-2011 is
expected to be led by growth in infrastructure and industrial investments, which are expected to grow at
a faster rate than real estate investments.
Industry characteristics
Worldwide, the construction sector is characterised by a plethora of players and the Indian scenario is
no different. There are around 200 large construction companies currently operating in India. These
are mostly large industrial/infrastructure construction companies. The industry is not fixed capital
intensive, but working capital intensive.
The construction industry can be broadly classified into:
• Real estate construction (residential and commercial construction)
• Infrastructure (roads, urban infrastructure, power, railways and irrigation, etc) and
• Industrial construction (metals, oil and gas, textiles, automobiles, etc).
Investment Scenario
Civil construction in construction projects varies across segments. For instance, it is almost 100% in
roads and housing segments compared with 18–36% in industrial projects. CRISIL expects total
investments of Rs. 37,901 billion (US$842.24 billion) over the five-year period fiscal 2007-2011 in key
infrastructure, key industrial and real estate investments with construction demand worth Rs. 26,473
billion (US$588 billion) from the these investments. As shown in the table below, the construction
industry’s total investment was Rs. 14,043 billion (US$312 billion) over the five-year period fiscal
2002-2006.
89
2002-06 2007-11 CAGR
(Rs. billion) (Rs. billion) (%)
Real Estate construction component 10,218 18,517 12.6
Infrastructure construction component 3,213 6,129 13.8
Industrial construction component 612 1,826 24.4
Total 14,043 26,473 13.5
(Source: CRISIL Research)
CRISIL Research expects the following drivers will propel the overall growth in the construction
industry:
• Real estate construction: Real estate construction will be driven by favourable demographics,
urbanisation, rising affordability levels and fiscal benefits for home loans
• Infrastructure: Investments in construction of infrastructure will be mainly in the areas of

roads, water supply and sanitation, power, railways and irrigation, which are supported by
favourable government policies/regulation, increasing private sector participation and
availability of funds (budgetary supports and multilateral funds).
• Industrial construction: Industrial construction will be driven by investments in key

manufacturing sectors such metals and oil and gas. Investments are mainly driven by buoyant
domestic and external demand and high operating rates.
Real Estate Construction
Over the next few years, growing residential demand, the continued demand from IT and ITES for
commercial space, the rising retail demand percolating to urban and smaller cities and favourable
policy in the form of FDI will drive the growth of the real estate construction industry. The following
table shows the trends in the growth of commercial and residential construction investments:
(Rs. in billion) Implicit annual growth

Sector 2002-06 2007-11 (%)
Housing 9,810 17,338 12%

Commercial 408 1,179 24%
- Office space 174 737 33%
- Hotels 33 78 19%
- Hospitals 146 267 13%
- Retail 55 97 12%
Total 10,218 18,517 13%
Infrastructure Construction
The Government’s emphasis on infrastructure development holds a lot of promise for the construction
industry. CRISIL Research’s bottom-up assessment of infrastructure projects (underway and
proposed) indicates prospective infrastructural construction investments of Rs. 6,129 billion (US$136.2
billion) over the five-year period fiscal 2007-2011, compared with Rs. 3,213 billion (US$71.4 billion)
in the five-year period fiscal 2002-2006.
Road projects drive construction investments in the infrastructure sector. Road programmes such as
the NHDP and Pradhan Mantri Gram Sadak Yojana (PMGSY), together with state level projects, will
provide a fillip to the construction industry. Other sectors such as irrigation (especially in Andhra
Pradesh), water supply and sanitation (WSS) — driven by Jawaharlal Nehru National Urban Renewal
Mission (JNNURM) and Bharat Nirman, railways — driven by freight corridor programmes and other
90
rail capital outlays, and power — driven by capacity additions in thermal and hydel sectors will act as
catalysts for construction investment.
The following table shows sector-wise construction investments for the five-year period fiscal 2002-
2006 and the forecast for the five-year period fiscal 2007-2011:
Infrastructure construction Share in total

investments (Rs. billion) Infrastructure construction
investments
(%)
2002-06 2007-11 2002-06 2007-11
Power 592 861 18 14
- Thermal 122 301 4 5
- Hydel 377 439 12 7
- Nuclear 31 29 1 0
T&D 62 92 2 2
Roads 1,167 2,306 36 38
Telecom 96 109 3 2
Airports 15 87 0 1
Irrigation 506 744 16 12
Ports 74 204 2 3
Railways 231 639 7 10
Urban infrastructure 532 1,180 17 19
Total 3,213 6,129 100 100
Industrial Construction
Industrial construction investments account for the smallest percentage (7%) of total construction
investment.
Investments in key industrial sectors are expected to increase to Rs. 6,954 billion (US$154.53 billion)
over the five-year period fiscal 2007-2011, compared with Rs. 2,274 billion (US$50.53 billion) over
the five-year period fiscal 2002-2006. Over the five-year period fiscal 2007-2011, the growth in
investments will be driven by strong capacity additions, led by strong demand growth and high existing
operating rates across some of the key industries.
Although industrial investments in key industrial sectors are expected to increase to Rs. 6,954 billion
(US$154.53 billion), a construction demand of Rs, 1,826 billion (Rs. 40.58 billion), which is equal to
26% of total investments, is expected to trigger the order book position of construction companies.
The construction component in the industrial segments is usually low, and the majority of investments
are driven by plant and machinery investments.
Industrial investments are likely to be driven mainly by metals and oil and gas investments. Together,
these sectors are expected to contribute around 72%% of the total expected investments. The following
pie charts reflect the change in composition of industrial investments over the five-year period fiscal
2007-2011
91
Indian Infrastructure Industry
Infrastructure is considered a key component of GDP growth. It is believed that a country with an
improved infrastructure can enhance GDP growth, while increased GDP growth can trigger the need
for further infrastructure development to continue to fuel additional growth. However, in the past India
has spent far less on infrastructure than other developed and developing nations. The importance of
infrastructure for sustained economic development is well recognised by the Government in its
Eleventh Five Year Plan (fiscal 2008 to fiscal 2012). Presently, India spends approximately 4.6% of its
GDP on infrastructure compared to countries such as China, Thailand and Vietnam, which are currently
investing over 7% of their GDP annually on infrastructure. It is difficult to estimate the exact financing
requirement for infrastructure. The quality and quantum of infrastructure required, increases in line
with the economy’s growth; as a result, the infrastructure target becomes a moving target. The revised
draft of the Eleventh Plan Approach Paper states that investments in physical infrastructure would have
to increase from 4.6% of GDP at present to around 8.0% in the five-year period fiscal 2008-2012 to
meet the Government’s GDP growth target of 9%. This translates into an investment of around
US$310 billion (Rs. 13,950 billion) over the five-year period fiscal 2008-2012 (source: Planning
Commission Vice-Chairman, Mr. Montek Singh Ahluwalia, 2006). The table below sets forth CRISIL’s
estimate for infrastructure investment requirements by sector for the period fiscal 2008 to fiscal 2012.
Sector Amount (US$ billion) Amount (Rs. billion)(1)

Power 74.8 3,366.0
Roads 58.7 2,641.5
Urban Infrastructure 51.1 2,299.5
Railways 42.5 1,912.5
Telecom 36.3 1,633.5
Oil & Gas 60.0 2,700.0
Ports 10.0 450.0
Airports 5.3 238.5
Total 338.7 15,241.5
(1) Converted from the US dollar amounts stated in CRISIL’s Infrastructure Report – July 2007.
These investments are to be achieved through a combination of public investment, public-private

partnerships (“PPPs”) and exclusive private investments, wherever feasible.
The Role of the Private Sector in Infrastructure Development
Traditionally the government has played a key role in supplying and regulating infrastructure services
in India. The private sector has historically refrained from significant infrastructure development
because of the pervasive nature of market failure associated with infrastructure investment and service
provision. However, due to the public sector’s limited ability to meet the massive infrastructure
funding needs, private sector investment in infrastructure is critical. Therefore, the Indian government
is actively encouraging private investments in infrastructure, especially in solid waste management,
92
power, urban water supplies and mass rapid transport system. According to Planning Commission vice-
chairman, Mr. Montek Singh Ahluwalia, India would need US$75-80 billion (Rs. 3,375-3,600 billion)
worth private investments in infrastructure projects over the next five years. According to World Bank
estimates, the share of private sector investment in infrastructure would have to rise from the current
1% of GDP to around 3% of GDP by fiscal 2010, to meet infrastructure-funding requirements. In
absolute terms, this implies that private investments would have to rise to US$20 billion (Rs. 900
billion) per year or US$100 billion (Rs. 4,500 billion) over the five years.
Despite the critical role played by infrastructure development in growth, there still exists a very wide
gap of US$10-15 billion (Rs. 450-675 billion) between the current and required levels of private
investment in infrastructure. Over the 15-year period from 1990 to 2005, total private investment stood
at around $51 billion Rs. 2,295 billion), or a mere US$3.4 billion (Rs. 153 billion) per year, US$30
billion (Rs. 1,350 billion) of which was invested in the five-year period fiscal 2002-2006.
The Infrastructure Opportunity
There is a clear need to reduce the dependence of infrastructure on government financing and
encourage broad-based private participation in the industry. Pubic-private partnerships (“PPPs”) offer
an effective solution to both the above issues. PPPs enable the government to transfer construction and
commercial risks to the private sector and at the same time attract private funds into public
infrastructure. Such arrangements are increasingly becoming the preferred vehicle for infrastructure
construction, given the large investment needs.
Types of PPP arrangements
In a PPP project, private investors invest in public service infrastructure through one of the following
four routes (according to the World Bank classification):
• Concessions: A private entity takes over the management of a state-owned enterprise either to
build, rehabilitate and operate or to transfer for a given period.
• Greenfield projects: A private entity or a public-private joint venture builds and operates a
new facility for the period specified in the project contract. The facility may be returned to the
public sector at the end of the concession period.
• Divestitures: A private entity buys an equity stake (full or partial) in a state-owned enterprise
through an asset sale, public offering, or mass privatisation program.
• Management and lease contracts: A private entity takes over management of a state-owned
enterprise for a fixed period, while ownership and investment decisions remain with the state.
Over the 15-year period from fiscal 1990-2005, 86% of all private investments in infrastructure in India
have been through greenfield projects.
Key segments of the infrastructure industry in which the Company is involved are described below.
Water and Waste Water
The quality and delivery of water have gained importance in India in recent years. Even though over
90% of urban India has access to water supply, availability of water varies considerably from city to
city. Additionally, only 59% of the urban population of India had access to improved sanitation
facilities with a sewage connection as at 2005. Variations in access to improved sanitation facilities
with sewage remain wide among the various states in India. Up to 70% of India’s slums do not have
access to sanitation. Because of the increasing importance placed on the quality and delivery of water
and the significant need improved sanitation facilities with a sewage connection, there is now
considerable focus on the water and waste water sector. Investment in water supply and sanitation of
approximately US$15 billion (Rs. 675 billion) will be required in India between fiscal 2007 and fiscal
2012 for meeting the Millennium Development Goals set by the United Nations to halve the number of
people with no sustainable access to safe drinking water and basic sanitation facilities by 2015.
In India the individual states are responsible for urban water supply and sewerage. State-level urban
land banks and public health and engineering departments typically operate and maintain water supply
93
and sewerage services. As a result, the public sector has been and continues to be the dominant player
in the water and waste water sector. However, because the large capital investments noted above are
required and since most state governments and local bodies do not have the required resources, there
exists a huge need for private sector participation in the water and waste water sector.
Irrigation
After roads, urban infrastructure and power sectors, irrigation is expected to be the biggest contributor
to total infrastructure investments expected to materialise over the next five years.
CRISIL Research has classified irrigation projects based on the nature of civil construction activity and
usage into:
• Dam projects;
• Water reservoirs;
• Small hydropower projects (10–20 mw capacity); and
• Lift and gravity technology to create water distribution networks
Irrigation Investments
Irrigation is funded mainly by state government allocations. Andhra Pradesh, Gujarat, Maharashtra,
Karnataka, and Uttar Pradesh are the few states to have witnessed substantial investments in the
irrigation sector over the last five years. Over the next five years, around Rs. 400 billion (US$8.88
billion) worth of irrigation projects have been envisaged in Andhra Pradesh alone, and therefore, it will
be one of the key areas for the implementation of irrigation projects.
Central assistance, though minimal, is largely routed through the Accelerated Irrigation Benefit
Programme (AIBP), under which funds are allocated to help states finance incomplete irrigation
projects.
Over the five-year period fiscal 2007-2011, CRISIL expects total investments of Rs. 1,240 billion
(US$27.55 billion) compared with total investments of Rs. 844 billion (US$18.76 billion) made in the
five-year period fiscal 2002-2006. Investments in irrigation are likely to lead to a construction demand
of Rs. 744 billion (US$16.53) over the five-year period fiscal 2007-2011.
(Source: CRISIL Construction Report – May 2007)

Roads
Introduction
Road development is a priority sector in India because roads occupy a crucial position in the country’s
transportation matrix. India has one of the largest road networks in the world, aggregating to 3.3
million km, consisting of national highways, expressways, state highways, major district roads, other
district roads and village roads. The road network comprises 66,590 km of national highways, 128,000
km of state highways, 470,000 km of major district roads and about 2,650,000 km of other district and
rural roads. National highways comprise only about 2% of the total length of roads, but carry about
40% of the total traffic across the length and breadth of the country.
National Highway
Poor finances have historically restrained the Government from making heavy investments in transport
infrastructure. However, the Government has taken several steps to correct this problem, including,
most importantly, the implementation of the National Highway Development Program (the “NHDP”).
NHDP is the largest highway project ever undertaken in India and is being implemented by the
National Highway Authority of India (“NHAI”). The Government seeks to implement a total
investment of approximately Rs. 2,250 billion (US$50 billion) through 2012 under the NHDP. The
94
NHDP entails seven phases involving the development and upgrading of approximately 55,054 km of
road.
The table below sets forth the status of the NHDP as at August 31, 2007:
NSEW & NHDP NHDP NHDP

GQ Phase - I & II Phase III - A Phase - V Total
Total Length (km) 5,846 7,300+ 4,000 6,500 23,646
Already 4-laned (km) 5,601** 1,418 126 - 7,145

Under Implementation (km) 245 4,903 1,866 148 7,162
Number of Contracts under
implementation 25 148+ 31 2 205
^ ^
Balance to be awarded (km) - 821 2,008 6,352 9,181
** Out of 5,601 km, 5,351 km includes BC layer and 250 km up to DBM
^ The difference in length is because of change in length after award of works.
+Out of 7,300 km, 981 km length is in Phase-I and remaining length is in Phase-II. Against 981 km,
874 km length was 4-laned and 516 km against Phase-II including up to DBM level. Actual length at
present excluding 442 km common length with the Golden Quadrilateral (“GQ”) is 7,274 km.
However, this may again change after preparation of detailed project reports. The original approved
length of corridors is 7,300 km.
(Source: NHAI Website)
The targets for completion of the various components of the NHDP are as follows:
NHDP Component Target for Completion

Completion of GQ March 2007 (1)
(2)
Completion of NS-EW corridors , Port Connectivity December 2009
and other projects under NHDP-Phase-I&II
Completion of NHDP-Phase-IIIA December 2009
Completion of NHDP-Phase-V December 2012
Completion of NHDP-Phase-VI December 2015
(1) Substantial completion except for stretches where contracts have been terminated.
(2) The NS-EW corridors, comprising a length of 7,300 km, will connect Srinagar in the North to Kanyakumari in
the South, including a spur from Salem to Kochi and Silchar in the East to Porbandar in the West, respectively.
(Source: Plan Document for 11th Five Year Plan (Fiscal 2008-2012))
The estimated cost of the various components of the NHDP is as follows:
Name of Project Estimated Cost Estimated Cost

(in Rs. billion) (in US$ billion)(1)
Completion of GQ and NS-EW corridors 524.34 11.65
4-laning of 11,113 km under NHDP Phase-III 724.54 16.10
2-laning with paved shoulders of 20,000 km of National 278.00 6.18
Highways under NHDP Phase-IV
6-laning of selected stretches of National Highways under 412.10 9.16
NHDP Phase-V
Development of 1,000 km of expressways under NHDP Phase- 166.80 3.71
VI
Construction of ring roads, flyovers and bypasses on selected 166.80 3.71
stretches under NHDP Phase-VII.
Total 2,272.58 50.50
95
(1) Converted at the exchange rate of Rs. 45 = US$1.
(Source: Plan Document for 11th Five Year Plan (Fiscal 2008-2012))
Under the Central Road Fund (CRF) Act, 2002, the Government has created a non-lapsable, dedicated
fund for the NHDP by levying cess on high-speed diesel and petrol. CRISIL Research estimates the
total fuel cess collection in fiscal 2008 to be Rs. 136 billion (US$3.02 billion), of which NHAI is
expected to receive approximately Rs. 70 billion (US$1.56 billion).
State Road Networks
The road network in most Indian states is deficient in terms of quality and connectivity. In the past,
development has been along certain corridors/sectors and hence large parts of many states are still not
well connected and the road network requires substantial improvement.
In most states, the road and bridges division of the Public Works Department is responsible for the
development of the primary road network, whereas the rural roads are maintained by the Panchayat Raj
Department. Many states have also formed dedicated State Road Development Corporations, which
have helped in raising money and having effective implementation.
There has been progress in the development of the road sector across states since the mid-1990s but
certain states have led the other like Maharashtra, Gujarat, Madhya Pradesh, Andhra Pradesh and
Karnataka. These states have been more proactive in creating road development corporations, enabling
private sector participation and have managed to fund their projects more efficiently through market
borrowings, cess and motor vehicle taxes.
Outlook and Investment Opportunities
Over the period fiscal 2007 to fiscal 2011, CRISIL expects investments in the roads sector to grow at a
CAGR of 16%, with a total investment of Rs. 2,641 billion (US$58.69 billion). Given that most of the
projects under the NHDP would be implemented through PPPs in Phases III–VII, the opportunities for
the private sector are significant. Over the five-year period fiscal 2007-2011, CRISIL Research
estimates that the private sector will invest Rs. 475–542 billion (US$10.56-12.04 billion) under the
North-South, East-West (NS-EW) project — Phase IIIA, Phase IIIB, and Phase V. (Source: CRISIL
Construction Report – May 2007)
Power
Introduction
The Indian power sector has undergone a variety of reforms focused on encouraging private sector
participation, since the early 1990s. The reforms make state electricity boards viable by unbundling
them into generation, transmission and distribution utilities, privatising distribution and providing
choice to some categories of consumers. But despite these reforms, the ability of the power sector to
attract private sector investment remains low. High transmission and distribution losses, poor capacity
utilisation, irrational tariff structure, grid disturbance and low creditworthiness of the purchasers of
electricity have discouraged active private sector participation. The Tenth Five-Year Plan’s (fiscal
2002-2007) targets for the power sector have not been met, and reforms have been underway for
several years now.
The Government of India has an ambitious mission of “Power for all by 2012”. The mission requires
significant capacity additions, especially towards expanding the regional transmission network and
inter-regional capacity to transmit power. The Government has estimated the investment potential of
the sector at Rs. 9,000 billion (US$200 billion) for fiscal 2004-2011. CRISIL estimates the total
investment potential in the power sector for the five-year period spanning fiscal 2008 to fiscal 2012 at
Rs. 3,367 billion (US$75 billion). Currently, five mega power projects are in the pipeline, at an
estimated cost of Rs. 751 billion (US$16.7 billion), to be funded mainly by the private sector, in
addition to the given budgetary support.
Demand-Supply
96
Electricity demand increased at a CAGR of 4.5% from 507 billion kWh in fiscal 2001 to 631 billion
kWh in 2005-06. However, supply increased at a CAGR of around 4.4%, from 467 billion kWh to 579
billion kWh during the same period. As a result, energy shortage grew from 40 billion kWh (8.5%) in
2000-01 to 52 billion kWh (9%) in fiscal 2006. The high energy shortage is primarily due to
underinvestment in the sector.
Generation
India generated 616 billion kWh of electricity in fiscal 2006. Though India and China had nearly the
same generation capacity in the 1950s, China currently has three-times more capacity than India (508
GW compared with 124 GW as of the end of 2005). The poor performance of India’s existing
generating units has been a principal cause of power shortages and unreliable quality of power supply.
The average plant load factor of thermal power stations in India is less than 75%, but varies
considerably across regions. The gas-based plants, however, operate at a lower plant load factor of 50-
60% due to a tight supply of gas.
Transmission and Distribution
In India, the transmission and distribution system is a three-tier structure comprising distribution
networks, state grids and regional grids. These distribution networks and state grids are primarily
owned and operated by the respective state electricity boards (or state electricity departments. Most
inter-state transmission links are owned and operated by the Power Grid Corporation of India Ltd.,
while some are jointly owned by the state electricity boards concerned. In addition, Power Grid
Corporation of India Ltd. owns and operates many inter-regional transmission lines (part of the national
grid) to facilitate the transfer of power from surplus to deficit regions.
Investments in the transmission and distribution sector have been inadequate due to the emphasis on
generation capacity. In fact, the average outlay for transmission and distribution in the Five Year Plans
has been only about 25-30% of the total outlay for the power sector. Thus, the present transmission and
distribution system is characterised by low reliability and high losses of over 30%, compared with 10-
15% in developed countries.
Outlook and Investment Opportunities
CRISIL Research expects energy demand to increase at a CAGR of 6.2% in the medium term. With a
gradual reduction in transmission and distribution losses, demand is expected to increase at a CAGR of
around 5.0%, while supply is expected to increase at a CAGR of 6.0%; hence, the overall deficit is
expected to reduce from 9.9% in fiscal 2007 to around 5.0% in fiscal 2012. The Sixteenth Electric
Power Survey expects demand to increase from 529 billion kWh in fiscal 2002 to 975 billion kWh in
fiscal 2012. Peak demand is expected to increase from 85,132 MW to 157,013 MW during the period.
The following table sets forth tentative capacity addition plan in the Eleventh Five Year Plan (fiscal
2008-2012) and the expected investment due to the planned capacity additions.
2007-08 2008-09 2009-10 2010-11 2011-12 Total

Thermal 8,364 8,697 8,146 6,385 6,400 37,992
Hydel 1,591 1,174 1,537 1,096 1,100 6,498
Nuclear 500 1,000 500 500 500 3,000
Total (MW) 10,455 10,871 10,183 7,981 8,000 47,490
Expected investment due to planned capacity addition (US$ billion)
Generation 10.6 11.0 10.3 8.1 8.2 48.2
Transmission 3.5 3.6 3.4 2.6 2.6 15.7
Distribution 2.0 2.3 2.4 2.0 2.1 10.8
Total 16.1 16.9 16.1 12.7 12.9 74.7
Source: CEA and CRISIL Research
In power generation, a number of projects have been identified as mega power projects. Power Trading
Corporation has been incorporated to buy power from mega power projects under long-term power
97
purchase agreements and sell it to beneficiary states. Transmission projects for power transfer are
available for competitive bidding by the central transmission utility (Power Grid Corporation of India
Ltd.) and state transmission utilities (state electricity boards/grid corporations). Power distribution may
present attractive investment opportunities and several state governments have agreed to allow the
gradual entry of the private sector in distribution.
Special Economic Zones
Introduction
A Special Economic Zone (“SEZ”) is defined as a specially delineated duty-free enclave, deemed to be
a foreign territory, for the purpose of trade operations, and duties and tariffs. It is a geographical region
where economic laws differ from a country’s typical economic laws.
SEZs are aimed at providing an internationally competitive environment for exports and encouraging
investment for generation of economic activity, employment and technical knowledge. SEZ models
are generally of three types: full private ownership; private and government participation; and full
government ownership.
India was among the first countries in Asia to recognise the effectiveness of the Export Processing
Zone (EPZ) model in promoting exports. Asia’s first EPZ was set up in Kandla in 1965, followed by
seven other such zones. Some of the existing EPZs have now been converted into Special SEZs - the
EXIM policy introduced SEZ schemes for the first time in April 2000 to provide an internationally
competitive environment for exports. This was followed by the SEZ Act in 2005 and SEZ rules in
2006.
Private investments in SEZs established prior to the SEZ Act were over US$978 million. In the 63
notified SEZs from February 10, 2006 to January 2007, US$2.9 billion (Rs. 130.5 billion) was invested
in less than one year. As of March 2007, there were 14 functional SEZs in India with 63 others under
construction.
As at August 29, 2007, there were 142 notified SEZs (source: http//:sezindia.nic.in). As at September
21, 2007, 366 SEZs had been granted formal approval (source: http//:sezindia.nic.in).
Outlook and the Role of Private Sector Investment
The majority of investments in SEZs are expected to come from the private sector. The Ministry of
Commerce and Industry expects SEZs to attract investments of over US$22 billion (Rs. 990 billion), of
which US$5-6 billion (Rs. 225-270 billion) is expected to come via the FDI route by the end of 2007
— a huge amount for India by historic standards. The private sector is being actively encouraged to
develop infrastructure facilities in SEZs.
Indian Real Estate Development Sector
Introduction
The term “real estate” indicates land, including the air above it and the ground below it, and any
building or structure that may be constructed upon it. It covers residential housing, commercial offices,
trading spaces such as theatres, hotels and restaurants, retail outlets, industrial buildings such as
factories, and government buildings. Real estate involves the purchase, sale and development of land
and residential and non-residential buildings.
Industry Characteristics
The real estate industry in India has the following characteristics:
• Capital structure: Presently, many real estate companies are closely held companies.
Construction activities are often funded by the client, who typically makes cash advances at
various stages of construction.
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• Leasing is an option for commercial properties: Unlike the residential properties (which are
sold outright), commercial space is either leased or sold outright. Under the leasing option,
the rent received from tenants form a source of recurring cash flow for the developer.
Additionally, the property rights remain with the developer, enabling the property to be
disposed of subsequently, if required.
• Contingent liabilities: Due to project-based work, real estate companies often carry substantial
contingent liabilities in the form of guarantees in order to comply with specific client
requirements.
• Development risks: Profitability of each project is subject to risks of mis-pricing, conditions

adverse to the real estate market, geological conditions, management of specification changes
and the outcome of competition with rival real estate companies.
• Credit risk: The strength of clients from whom the receivables are being generated is
important. Real estate developers usually secure project advances from clients to keep them
committed to the projects.
• Approvals required for real estate projects: A number of approvals are required from
regulatory authorities for real estate projects. For further details, refer to the section entitled
“Government and Other Approvals” beginning on page 286 of this Draft Red Herring
Prospectus.
Current Scenario and Future Outlook
Developments in the real estate sector in India as a whole are being driven by:
• Increasing demand for more housing units in cities and towns because of growing urbanisation
of the Indian population, a burgeoning middle class, increased disposable income, and easy
availability of housing finance at cheaper rates and tax incentives;
• Increasing demand for office space from the growing IT industry, especially BPO;
• Increasing demand for shopping malls from the growing retail segment;
• Increasing demand for multiplexes from the evolving entertainment sector; and
• Increasing demand for hotels and resorts from the growing tourism industry and business
travelers.
The Commercial Sector
The commercial real estate market in India has evolved in response to a number of changes in the
business environment. The IT/ITES/BPO sectors have played roles as drivers of the commercial real
estate demand in India.
The large space requirements of the IT/ITES/BPO sectors have contributed to real estate growth being
spread beyond the chief business locations to the suburban and peripheral locations of major cities. As
a result, over recent years, locations such as Pune, Bangalore and other cities such as Gurgaon,
Hyderabad, Chennai and Kolkata have evolved and have established themselves as emerging business
destinations, increasingly competing with the traditional business destinations of Mumbai and Delhi as
far as commercial real estate occupancy is concerned. The growth of these destinations has been aided
by their ability to provide the necessary human resources base with the required skill sets, competitive
business environment, operating cost advantages and quality of urban infrastructure also being offered.
For information on commercial construction investments, see the subsection above titled “Construction
Industry–Investment Scenario–Real Estate Construction Investments” beginning on page 89 of this
Draft Red Herring Prospectus
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The Residential Sector
India continues to face an acute shortage of housing units. Based on the 10th Governmental Five Year
Plan (fiscal 2002-2007), the housing shortage is estimated at approximately 22 million units.
Reasons behind the growth in volume in the housing segment are population growth and urbanisation.
Furthermore, there is a boom in the organised urban housing segment extending to relatively
prosperous rural belts. The census of 2001 indicates an urbanisation rate of 27.78%, which is expected
to go up to 41% in the next 20 years (based on a population of 1.35 billion by 2021). This growing
trend of urbanisation together with factors like faster growth in incomes in the middle and higher
income categories, the decline in EMIs due to the fall in housing finance rates and the availability of
tax incentives on housing loans are increasing the need for housing units in cities and towns. (Source:
10th Five Year Plan (2002-07))
Rising income levels and a decline in tax rates have contributed to the cost of housing as a multiple of
the annual income of buyers having come down in recent years. With less tax and more income there
is a greater surplus of money for people to spend. Moreover, even though interest rates have shown
signs of increasing in recent months and most of the leading financial institutions have recently raised
interest rates on loans (Source: RBI First Quarter Review of Annual Statement of Monetary Policy for
the Year 2007-08 dated July 31, 2007), prevailing interest rates remain lower than previous historic
levels.
Aided by additional factors such as the increased availability of housing finance and favourable tax
structures, the housing segment is expected to grow as shown in the table below. (Source: CRIS
INFAC) In volume terms, the number of houses added by the middle and higher income housing
groups, a category referred to as the urban-pucca-non-slum (“UPNS”) segment, which was estimated at
1.6 million in fiscal 2005, is expected to grow at a CAGR of 4.1% and increase to approximately 1.93
million by fiscal 2010. Similarly, the declared spending on new houses in the UPNS segment, which
was estimated at Rs. 1,718 million in fiscal 2005, is expected to grow at a CAGR of 18.60% to Rs.
4,034 billion in fiscal 2010. (CRIS INFAC Annual Review on Housing Industry, January 2006)
Fiscal Fiscal Fiscal CAGR (Fiscal 2005 to

2005 2006 2010 Fiscal 2010)
Households added in UPNS segment (in ‘000s) 1,644 1,700 1,931 3.30%
Total floor space area added (million square 164 171 203 4.50%
meters)
Total housing spend (Rs. billion) 1,718 2,097 4,034 18.60%
Source: CRIS INFAC
Types of Contracts Used in the Infrastructure, Real Estate and Construction Industries
The following is a description of the contract types typically used in the infrastructure, real estate and
construction industries.
Lump-sum Turnkey (“LSTK”) Contracts
LSTK contracts provide for a single price for the total amount of work, subject to variations pursuant to
changes in the client’s project requirements. In LSTK contracts, the client supplies all the information
relating to the project, such as designs and drawings. Based on such information, a construction
company is required to estimate the quantities of various items, such as raw materials, and the amount
of work that would be needed to complete the project, and then prepare its own bill of quantities
(“BOQ”) to arrive at the price to be quoted. The construction company is responsible for the execution
of the project based on the information provided and technical stipulations laid down by the client at
our quoted price.
Engineering, Procurement & Construction (“EPC”) Contracts
EPC contracts, like LSTK contracts, provide for a single price for the total amount of work, subject to
variations pursuant to changes in the client’s project requirements. In EPC contracts, the client supplies
conceptual information pertaining to the project and spells out the project requirements and
specifications. A construction company is required to (i) appoint consultants to design the proposed
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structure in instances where it does not have in-house design team, (ii) estimate the quantities of
various items that would be needed to complete the project based on the designs and drawings prepared
by consultants or its in-house design team and (iii) prepare its own BOQ to arrive at the price to be
quoted. The construction company is responsible for the execution of all aspects of the project based on
the above at its quoted price.
Item Rate Contracts
Item rate contracts are contracts for which a construction company has to quote the price for each item
presented in a BOQ furnished by it. In item rate contracts, the client supplies all the information such as
design, drawings and BOQ. The construction company is responsible for the execution of the project
based on the information provided and technical stipulations laid down by the client at the construction
company’s quoted rates for each respective item.
Percentage Rate Contracts
In the percentage rate contract context, a client will furnish to a construction company an estimated
cost for a project. The client also supplies to the construction company all relevant information such as
design, drawings and BOQ with the estimated rates for each item of the BOQ. A construction
company bidding for such project will then provide a quote to the client for the project that is a
percentage above, below or at par with the estimated cost furnished by the client. The construction
company that wins the bid and undertakes the project is responsible for the execution of the project
based on the information provided and technical stipulations laid down by the client at the quoted rates.
Build, Operate, and Transfer (“BOT”) or Build, Own, Operate and Transfer (“BOOT”) Contracts
BOT or BOOT contracts have appeared in India to attract private sector investments in the
development of projects in various sectors such as water and waste water, transportation infrastructure
and power transmission. Typically, these contracts involve the construction of an asset as required by
the client, with partial or total financing arrangements provided by the contractor. BOT/BOOT
contracts require the contractor to construct, operate and maintain the asset over a pre-defined period
(known as the concession period) at its own expense. In a BOOT contract, the contractor not only
constructs, operates and maintains the asset, it also owns the asset during the concession period. In
return for constructing, operating and maintaining the asset, the contractor is granted a right to collect
revenues from the end users of the asset during the concession period through a pre-defined
mechanism. For example, for road projects executed on a BOT/BOOT basis, the contractor is permitted
to collect and keep tolls received from vehicles that use that road during the concession period or
receive annuities for services provided. The client usually provides revenue guarantees through long-
term take-or-pay contracts for bulk supply facilities or minimum traffic revenue guarantees. The
contractor is required to transfer ownership and operation of the asset back to the client at the end of
the concession period. BOT/BOOT contracts may provide for a “Take or Pay Clause” (i.e., even if the
client does not utilize the constructed facility during the period of operation and maintenance, a pre-
determined amount of revenue is paid to the contractor by the client).
Build, Operate and Own (“BOO”) Contracts
BOO contracts have also appeared in India to attract private sector investments in the development of
projects in various sectors such as water and waste water, transportation engineering and power
transmission. BOO contracts are similar to BOT/BOOT contracts except that the asset remains
indefinitely with the bidder rather than being transferred back to the client at a pre-determined time.
Annuity Contracts
Annuity contracts typically provide for the facility to be constructed, maintained and financed by the
bidder. The client agrees to pay the successful bidder annuity payments in pre-determined amounts at
pre-defined intervals over the course of the Concession Period. However, the client retains ownership
of the asset and collects revenues, if applicable, during the entire life of the project.
Contracts, irrespective of their type (i.e., LSTK, EPC, item rate, percentage rate, BOT/BOOT and
annuity contracts), frequently contain price variation or escalation clauses that provide for either
101
reimbursement by the client in the event of a variation in the prices of key raw materials (e.g., steel and
cement) or a formula that splits the contract into pre-defined components for materials, labour, fuel and
links the escalation in amounts payable by the client to pre-defined price indices published periodically
by the RBI or the Government. However, some contracts do not include such price variation or
escalation clauses. In those instances, a construction company faces the risk that the price of key raw
materials and other inputs will increase during the project execution period and are unable to pass on
the increases in such costs to the client.
Disclaimer from CRISIL
Unless stated otherwise, all information in this section has been sourced from CRISIL Infrastructure
Report - July 2007. CRISIL limited has used due care and caution in preparing this report. Information
has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not
guarantee the accuracy, adequacy or completeness of any information and is not responsible for any
errors or omissions or for the results obtained from the use of such information. No part of this report
may be published/reproduced in any form without CRISIL's prior written approval.CRISIL is not liable
for investment decisions which may be based on the views expressed in this report. CRISIL Research
operates independently of, and does not have access to information obtained by CRISIL's Rating
Division, which may, in its regular operations, obtain information of a confidential nature that is not
available to CRISIL Research.
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OUR BUSINESS
Overview
We are an integrated (i) construction and (ii) infrastructure development and management company in India
with a strategic emphasis on environmental oriented projects. Since commencing our business over 13 years
ago, we have been involved in water and waste water projects, transportation projects, irrigation projects,
industrial projects and parks (including SEZs), power transmission and distribution projects, residential,
commercial and retail property developments and a transport terminal development. We are headquartered in
Hyderabad and have five zonal offices and three regional offices throughout India.
The Company is the flagship company of the Ramky Group, a group of affiliated companies that, in addition to
the services provided by the Company, provides waste management, environmental consulting, finance and
accounting, data management, indirect procurement, real estate development and emerging technologies
services.
We operate in two principal business segments: (i) a construction business, which is operated by the Company,
and (ii) a developer business, which comprises nine of the Subsidiaries and the Associate. In addition, the
Company has entered into a memorandum of understanding with Haldia Development Authority (“HDA”) for
the Company to develop a 2,500 acre SEZ in Haldia, West Bengal. Pursuant to a letter dated September 27,
2007, HDA offered the Company the right to develop the initial 250 acres of the park. The memorandum of
understanding provides that the Company and HDA will incorporate a special purpose vehicle for the project in
which the Company will have an 89% interest and HDA will have an 11% but as of yet the special purpose
vehicle has not been incorporated. Except for that project, each of our development projects is operated by an
individual special purpose vehicle promoted by the Company. In addition to our construction business and
developer business, Ramky Engineering and Consulting Services FZC, the Company’s 100% owned subsidiary
in the United Arab Emirates, operates a small consultancy business.
The Company (Construction Business)
The Company, which operates the construction business, undertakes projects in the following sectors:
• Water and waste water projects such as water treatment plants, water transmission and distribution
systems, elevated reservoirs and ground level service reservoirs, sewage treatment plants, common
effluent treatment plants, tertiary treatment plants, underground drainages and lake restorations (the
“Water and Waste Water” sector);
• Irrigation projects such as cross drainage works, lift irrigation projects, dams and barrages (the
“Irrigation” sector);
• Industrial construction projects such as industrial parks and related works (the “Industrial” sector);
• Transportation projects such as expressways, highways, bridges, flyovers and dedicated service
corridors (the “Transportation” sector);
• Building construction, which includes commercial, residential, public, institutional and corporate
buildings, mass housing projects and related infrastructure and facilities such as hospitals and shopping
malls (the “Building Construction” sector); and
• Power transmission and distribution projects such as electricity transmission networks, substations,
feeder lines, and low tension distribution lines (the “Power Transmission and Distribution” sector).
The Company executes projects for (i) unaffiliated third parties, (ii) Promoter Group companies, and (iii) certain
of the Subsidiaries. For the year ended March 31, 2007 and the three months ended June 30, 2007, projects
undertaken for third parties accounted for 76.11% and 70.56%, respectively, of the Company’s operating
income on a standalone basis; projects undertaken for Promoter Group companies accounted for 13.49% and
14.45%, respectively, of the Company’s operating income on a standalone basis; and projects undertaken for the
Subsidiaries accounted for 10.40% and 14.99%, respectively, of the Company’s operating income on a
standalone basis. For the purposes of consolidation, only revenue received from third parties and Promoter
103
Group companies, which are considered to be external clients, is included in operating income on a consolidated
basis and the revenue received from the Subsidiaries is eliminated. For the year ended March 31, 2007 and the
three months ended June 30, 2007, the construction business segment revenue from external clients accounted
for 87.08% and 90.79%, respectively, of the Company’s operating income on a consolidated basis `
Some of the major unaffiliated third party clients of our construction business include: Singareni Collieries Co.
Ltd.; Visweswarya Technological University; Hyderabad Municipal Water Supply & Sewerage Board; Gujarat
Water Supply & Sewerage Board; Andhra Pradesh Health & Medical Housing & Infrastructure Development
Corporation; Karnataka Neeravari Nigam Limited; and Irrigation & CAD (PWD), Government of Andhra
Pradesh.
Our construction business primarily enters into three different types of contracts: engineering, procurement and
construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts. Contracts
entered into with unaffiliated third parties are the result of the Company having successfully engaged in a
competitive bidding process. Contracts entered into with Promoter Group companies, the Subsidiaries and the
Associates are negotiated, usually after third-party quotes for the construction project in question have been
received. The Company is a preferred contractor of the Promoter Group companies, the Subsidiaries and the
Associates.
Developer Business
Our developer business segment began in fiscal 2007. Each of the entities that comprise our developer business
is a special purpose vehicle formed for the development of one project. The table below gives summary details
of each of our subsidiaries and the Associate that comprise our developer business.
Completion
Company’s
Estimated Date/
Beneficial
Ownership
(%)
Date
Ramky Pharma City 51 Jawaharlal Nehru Pharma City 4,009.58 June 2008
(India) Limited Industrial Park at Parawada
Visakhapatanam, Andhra Pradesh
MDDA Ramky IS 100 Inter State Bus Terminal in 131.00 June 2004 (Phase
Bus Terminal Limited Dehradun, Uttarakhand (Phase 1) (Phase 1) 1)
Commercial Mall located next to the 152.40 March 2008
Inter State Bus Terminal in (Phase 2) (Phase 2)
Dehradun, Uttarakhand (Phase 2)
Gwalior Bypass 51 Gwalior Bypass Project in Gwalior, 3,321.12 October 2009

Project Limited Madhya Pradesh
Ramky Towers 51 Commercial and residential buildings 2,667.37 September 2009

Limited in Gachibowli, Hyderabad, Andhra
Pradesh
Ramky Hyderabad 74 Outer Ring Road to Hyderabad City 3,993.70 April 2010
Ring Road Limited
Ramky Herbal and 100(1) Herbal and Medicinal Industrial Park 964.43 October 2014
Medicinal Park in the District of Dhamtari,
(Chhattisgarh) Chhattisgarh
Limited
Ramky Food Park 100(2) Food Processing Industrial Park in 834.84 October 2014
(Chhattisgarh) the district of Rajnandagao,
Limited Chhattisgarh
Ramky Gems & 100(3) Gem and Jewellery industrial park in 1,834.00 October 2014
Jewellery Park
104
Completion
Company’s
Estimated Date/
Beneficial
Ownership
(%)
Date
(Chhattisgarh) the district of Raipur, Chhattisgarh
Limited
Ramky Enclave 89.01 Integrated Housing Project 1,120.07 June 2010

Limited
Ramky Integrated 00.00(4) Integrated Housing Project 19,492.00 72 months from

Township Limited the date on which
the conditions
precedent as
specified in the
of expression of
interest-cum-
request for
proposal
document for the
project are
satisfied
(5) The Company will have an 89% in the entity after financial closure of the project for which the entity
was formed.
entity was formed.
(7) The Company will have a 26% in the entity after financial closure of the project for which the entity
was formed.
(8) The Company will have a 30.60% in the entity after financial closure of the project for which the entity
was formed.
In addition, the Company has entered into a memorandum of understanding with HDA for the Company to
develop a 2,500 acre pharmaceutical, bio-technology and chemical park in Haldia, West Bengal. The
preliminary estimated cost of the entire 2,500 acre park is Rs. 9,500 million. Pursuant to a letter dated
September 27, 2007, HDA offered the Company the right to develop the initial 250 acres of the park. The
preliminary estimated project cost for developing the initial 250 acres is Rs. 950 million, including the land
premium. A more detailed estimate of the project cost for the initial 250 acres will be prepared after the
completion of the detailed project report. The initial 250 acres of the park is expected to be completed by
December 2010. The memorandum of understanding provides that the Company and HDA will incorporate a
special purpose vehicle for the project in which the Company will have an 89% interest and HDA will have an
11% but as of yet the special purpose vehicle has not been incorporated.
Our work force, as at June 30, 2007, consisted of 1,111 full-time employees on a consolidated basis.
We have a large fleet of sophisticated construction equipment, including, concrete batching plants, transit
mixers, concrete pumps, reversible drum mixers, excavators, rock breakers, backhoe loaders, dozers and tough
riders, all of which we own.
Our work force, machinery assets, financial net worth and past execution capabilities enable us to undertake
many large-scale projects, which we define as any construction project above Rs. 1 billion and developer
business projects worth more than Rs. 1 billion.
Our western zone office is ISO 9001:2000 certified for the quality management system we apply to the design,
development, engineering and construction with operation and maintenance of water, sewerage and effluent
treatment plants together with collection and distribution pipelines, construction and execution of roads, bridges,
105
buildings, irrigation and such other infrastructure works. We are in the process of obtaining the same
certification for the Company. We have also received several accolades, including the 2005 Best Construction
Award from the Government of Rajasthan and the Indian Concrete Institute’s 2005 Outstanding Concrete
Structure Award for Gandhi Medical College and Hospital Complex in Hyderabad. Our Chairman, Mr. Alla
Ayodhya Rami Reddy, received the Engineer of the Year Award – 2005 from the Government of Andhra
Pradesh and the Institution of Engineers (India). Our strict adherence to health, safety and environmental
policies and our contributions to environmental management have also been recognized. In particular, we were
awarded an Environmental Leadership Award by the United States – Asia Environmental Partnership in 2004
and the Safety Health and Environment Performance Award by the Confederation of Indian Industry in 2005.
In the year ended March 31, 2007 and the three months ended June 30, 2007, our total income on a consolidated
basis was Rs. 7,403.42 million and Rs. 1,729.67 million, respectively. In the year ended March 31, 2007 and the
three months ended June 30, 2007, we earned a net profit, as restated, on a consolidated basis of Rs. 408.32
million and Rs. 76.14 million, respectively. The value of our Order Book was Rs. 41,593.00 million as at
September 30, 2007 compared with Rs. 22,308.00 million as at March 31, 2007. We have added contracts worth
Rs. 4,664.10 million to our Order Book during the period from October 1, 2007 through November 30, 2007.
Corporate History and Structure
The Company was originally incorporated as Ramky Engineers Private Limited on April 13, 1994 to undertake
construction projects. In 1998, we diversified into construction and began to undertake civil and environmental
EPC projects. Our early construction projects were primarily concentrated in the water and waste water sector.
Subsequently, we expanded into roads, buildings, irrigation and industrial construction. We then decided to
leverage opportunities in infrastructure construction and on June 23, 2003, Ramky Engineers Private Limited
was renamed Ramky Infrastructure Private Limited. On June 24, 2003 Ramky Infrastructure Private Limited
was converted into a public limited and became Ramky Infrastructure Limited.
Until fiscal 2007, we conducted all our operations and business through the Company.
Set forth below is our organizational chart showing the Company’s beneficial interest in each entity and the
business segment each entity is involved in.
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Ramky Engineering and

Construction Business Segment Developer Business Segment(1) Consulting Services (FZC)
100%
(Consultancy Services)
Ramky Ramky Gwalior Ramky Ramky

Pharma Towers Bypass Hyderabad Integrated
City (India) Limited Project Ring Road Township
Limited 51% Limited Limited Limited
50.72% 51% 74% 30.60%
MDDA Ramky Ramky Herbal Ramky Food Ramky Gems

Ramky IS Bus Enclave and Medicinal Park & Jewellery
Terminal Limited Park (Chhattisgarh) Park
Limited 89.01% (Chhattisgarh) Limited (Chhattisgarh)
100% Limited 100%(3) Limited
100%(2) 100%(4)
(5) On September 27, 2007, the Company was awarded the right to develop a 2,500 acre pharmaceutical,
bio-technology and chemical park in Haldia, West Bengal. The Company plans to transfer its rights and
obligations in the project to a special purpose vehicle in which the Company will have an 89% interest
but as of yet it has not done so.
entity was formed.
entity was formed.
(8) The Company will have a 26% interest in the entity after financial closure of the project for which the
entity was formed.
Our Strengths
We believe that we have the following strengths:
Experience and expertise in construction and management of environmental infrastructure projects
We believe that our experience and expertise in planning, designing and constructing environmental
infrastructure projects is a competitive strength and differentiates us from many of our competitors when
107
bidding for environmental infrastructure projects. Constructing and operating environmental infrastructure
projects, particularly in the area of Water and Waste Water, has been a significant area of focus for our business.
We have an in-house design and engineering team headquartered in Mumbai that specializes in designing and
making proposals for Water and Waste Water projects. This team makes use of the latest design tools, including
the latest design software and state-of-the-art computers, and technology that is new to India. For example, we
use C- Tech technology for sewage treatment plants, which is an aerobic biological process where aeration,
settling and decanting happens in a single tank and which eliminates the inefficiencies of continuous systems
like activated sludge process and extended aeration. The focus of this team enables us to build on our past
experience in the Water and Waste Water sector and maintain our expertise in this area.
From April 1, 2002 to June 30, 2007, we completed 82 Water and Waste Water projects and we are currently
undertaking 57 Water and Waste Water projects. In the year ended March 31, 2007 and three months ended
June 30, 2007, the total revenue from external clients generated from Water and Waste Water projects was Rs.
2,380.89 million and Rs. 295.35 million, respectively, on a consolidated basis.
Examples of environmental projects we have built and managed include the Bhanasimal Regional Water Supply
Scheme, Gujarat, a 30 MLD sewerage treatment plant constructed on a LSTK basis at Neyveli for Neyveli
Lignite Corporation Limited (NLCL), and a 106 MLD sewage treatment plant at Pirana, Gujarat. Our
achievements in this area have been recognised with two awards: an Environmental Leadership Award by the
United States – Asia Environmental Partnership in 2004 and the Safety Health and Environment Performance
Award by Confederation of Indian Industry in 2005. We believe these awards have enhanced our reputation as
a significant player in the Water and Waste Water sector.
Our construction business operates in diverse sectors and has a pan-Indian presence
We provide engineering, design, procurement and construction services across six industry sectors: Water and
Waste Water; Building Construction; Irrigation; Industrial; Transportation; and Power Transmission and
Distribution. This variety of project types enables us to keep our construction business diversified and reduces
our dependence on any one sector or nature of project. In addition, our broad range of governmental and private
clients ensures that we are not dependent on a limited number of clients.
In addition to our headquarters in Hyderabad, we have five zonal offices and three regional offices throughout
India, which gives us the ability to execute projects in any region of India.
The total amount of orders for our construction business and the average order size for our construction
business has been consistently growing
As shown in the table, the average order size for our construction business has been increasing and the average
amount of new orders per employee has more than doubled from fiscal 2003 to the six months ended September
30, 2007.
Average Size of New Orders per
New Orders New Orders Average Number Employee(2)
Period (Rs. in million) (Rs. in million) of Employees(1) (Rs. in million)
Fiscal 2003 1,519.73 31 155 9.80
Fiscal 2004 2,362.11 45 232 10.18
Fiscal 2005 5,771.35 125 379 15.23
Fiscal 2006 10,210.85 133 746 13.69
Fiscal 2007 15,279.90 218 1,008 15.17
Six Months Ended

September 30, 2007 23,134.00 345 1,122 20.63
108
(3) Calculated by adding the number of employees at the beginning of the period and the end of the period
and dividing the sum by two.
(4) Based on the average number of employees.
Strong and diverse Order Book
The value of our Order Book was Rs. 41,593.00 million as at September 30, 2007. We have continued to add
value to our Order Book at a steady pace, having added contracts worth Rs. 4,664.10 million to our Order Book
during the period from October 1, 2007 through November 30, 2007. Additionally, our Order Book is
diversified sector-wise. As at September 30, 2007, none of the sectors in which our construction business is
involved contributed to more than 25% of our Order Book.
Qualified and experienced employees and proven management team
We have a qualified and trained workforce consisting of vice presidents, general managers, managers,
engineers, technical staff and non-technical staff. As at June 30, 2007, we employed 1,111 full-time employees,
of which 461 or 41.50%, were engineers, including 13 members of our management team. The skill sets of our
employees give us the flexibility to adapt to the needs of our clients and the technical requirements of the
various projects that we undertake. We are committed to the development of the expertise and know-how of our
employees through regular technical seminars and training sessions organized or sponsored by the Company.
Our management team is also qualified and experienced in the construction and infrastructure development
industry and has been in many ways responsible for the growth of our operations. In particular, Mr. Y. R.
Nagaraja, our Managing Director, is a civil engineer who has over 22 years of project management experience,
Mr. A. P. Kurian, our Senior Vice-President-Operations, is a civil engineer with over 20 years of core
construction experience in India, South East Asia and the Middle East and Mr. V. V. Rao, our Chief Financial
Officer, is a Post Graduate with specialization in Finance from IIM Ahmedabad and has over 20 years of
experience in the finance and accounts function. We believe the strength and quality of our management have
been instrumental in implementing our business strategies.
Our Strategy
Our objective is to continue to improve on and consolidate our position in the construction and infrastructure
development and management industries. We intend to achieve this by implementing the following strategies:
Focus our construction business on undertaking larger projects
We intend to focus our construction business on undertaking large order size projects, which we consider to be
projects above the size of Rs. 1 billion. As at September 30, 2007, we had five projects in our Order Book with
a value of more than Rs. 1 billion. Large order size projects, in addition to typically having a smaller percentage
of overhead cost as a percentage of total cost and therefore higher potential profit margins than small and
medium order size projects, are, in the current market, also subject to less competition. Because of the pre-
qualification and financial requirements involved in pursuing large order size projects, there are only a limited
number of players that can bid for and that have the capacity to undertake such projects. The high entry barriers
for bidding for large order size projects and the resulting decreased competition to bid for and undertake such
projects makes this an attractive sector in which to participate. As our financial condition and pre-qualification
capabilities have improved in recent years, our average bidding size has steadily increased, which demonstrates
our increasing ability to bid for and undertake larger projects. We aim to firmly establish ourselves as one of the
players in the large order size project sector so that we can take advantage of these higher barriers to entry,
lower levels of competition and higher profit margins.
Diversify our construction business into more complex and multi-disciplinary projects, which tend to have a
larger contract value and the potential for higher margins
Leveraging upon our existing engineering and execution capabilities in diverse areas such as civil, structural,
piping, water treatment and electrical engineering, we intend to undertake more complex and multi-disciplinary
projects such as power transmission and distribution and industrial construction projects. Complex and multi-
disciplinary projects tend to have a larger contract value compared with less complex and sector specific
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projects and offer the potential to realize better margins. We are currently constructing our first power
transmission and distribution project in Madhya Pradesh and our first major industrial construction project in
Orissa.
Enhance our design capabilities
We currently have design capabilities for the Water and Waste Water and Irrigation sectors, which enables us to
provide turnkey construction services in those sectors. We intend to enhance our design capabilities in other
sectors such as the institutional Building Construction and the Transportation sectors so as to be able to provide
turnkey services in those sectors as well.
Reduce costs of materials through backward integration and importation
The construction industry is subject to periodic shortfalls in the supply of bulk construction materials such as
cement, steel, concrete, pipes, etc. To address this shortfall, we are pursuing two strategies. First, we are
seeking to reduce supply costs by importing supplies in instances where supplies can be obtained more
economically from overseas suppliers. Second, we have the capability to produce 245.0 cubic metres per hour
of ready-mixed concrete using our nine ready-mixed concrete plants and we are in the process of developing the
capabilities to produce other materials such as vertical pipe casting, paver blocks and crusher operations through
our in-house manufacturing facilities. Producing these materials in-house enables us to control the quality of the
materials we use and ensure timely delivery of materials required for the projects we undertake.
Expand our developer business by entering into more projects in the sectors in which we are already engaged
In recent years the Government has increased the emphasis on infrastructure development through enhanced
Five-Year Plan allocation and encouraging public-private partnerships BOT/BOOT/BOO projects offer
attractive opportunities to developers because such projects provide long-term sources of revenue. Concession
periods for a BOT/BOOT/BOO project generally range from 15-99 years. To take advantage of such
opportunities, we have leveraged the experience of our construction business to establish a developer business.
In fiscal 2007, its first year of operations, our developer business generated Rs. 949.60 million in revenue and in
the three months ended June 30, 2007, our developer business generated Rs. 126.75 million in revenue. Thus
far, our development business has engaged in the designing, financing and building of industrial parks,
residential and commercial properties, transportation terminals and roads. We are actively seeking new
opportunities in these areas to expand our developer business.
Expand our developer business into other sectors
A fundamental aspect of our business philosophy is to engage in projects from a diversified range of sectors so
as to avoid dependency on one or a few sectors. Because BOT/BOOT/BOO projects offer long-term sources of
revenue, we intend to apply this philosophy to our developer business in addition to applying it to our
construction business. Therefore, we are actively seeking to expand our developer business into other sectors
such as airports, marine works, mechanized parking, and cargo and bulk handling terminals.
Our Construction Business
Our construction business, which is operated by the Company, consists of infrastructure and civil construction
services.
We began executing infrastructure projects in 1994. Infrastructure development has seen tremendous growth in
India, especially in recent years. Increased investment in infrastructure has led to a surge in the activities of the
construction industry. Infrastructure projects have emerged as, and we believe that they will continue to be, a
significant business driver for us. We have developed skill sets in providing engineering and construction
services for a diverse range of infrastructure projects, including, Water and Waste Water projects, Irrigation
projects, Transportation projects, and Power Transmission and Distribution projects. We also provide
engineering and construction services for industrial projects and buildings.
The table below provides a breakdown by sector of the number of projects that our construction business has
completed from April 1, 2002 to June 30, 2007 and the aggregate value of these completed projects.
Value of Completed Projects in Rs.

Sector Number of Completed Projects Million
110
Water and Waste Water 82 2,697.70
Building Construction 64 3,684.55
Irrigation 13 581.20
Transportation 17 512.14
Industrial 44 1031.54
Total 220 8,507.13
We are currently working on our first power transmission and distribution project in Madhya Pradesh, which
involves electrification works in the Seoni, Jabalpur and Damoh districts under the Rajiv Gandhi Grammen
Vidhyuti-Karan Yojana scheme.
Completed Projects – Water and Waste Water
Between April 1, 2002 and June 30, 2007, we successfully completed 82 Water and Waste Water projects,
including water treatment plants, water transmission and distribution systems, elevated reservoirs and ground
level service reservoirs, sewage treatment plants, common effluent treatment plants, tertiary treatment plants,
underground drainages and lake restorations. The table below provides the description, client, value and
completion date of five key Water and Waste Water projects that we completed between April 1, 2002 and June
30, 2007.
Value of Completed
Project in Rs.
Project and Location Client Million Completion Date
Bhanasimal Regional Water Supply Scheme Gujarat Water Supply
541.53 April 15, 2006
in Bhanasimal, Gujarat and Sewerage Board
106 MLD sewage treatment plant in Pirana, Ahmedabad Municipal

276.39 January 31, 2003
Ahmedabad, Gujarat Corporation
Rajasthan Urban
Trunk sanitary sewers in Ajmer, Rajasthan Infrastructure 70.00 February 28, 2006
Development Project
30 MLD sewage treatment plant in Neyveli, Neyveli Lignite

59.01 March 31, 2005
Tamil Nadu Corporation Limited
50 MLD water treatment plant in Maharashtra Jeevan

50.86 May 31, 2002
Amaravathi, Maharashtra Pradhikaran
Completed Projects – Building Construction
Between April 1, 2002 and June 30, 2007, we successfully completed 64 Building Construction projects, which
includes structures such as commercial, residential, public, institutional and corporate buildings, mass housing
projects and related infrastructure and facilities such as hospitals and shopping malls. The table below provides
the description, location, client, value and completion date of five major Building Construction projects that we
completed between April 1, 2002 and June 30, 2007.
Value of Completed
Project in Rs.
New campus of Calcutta International School Calcutta International
30.52
in Anandpur, Kolkata, West Bengal School Society August 31, 2006
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Andhra Pradesh State
Hospital block of Gandhi Hospital in Medical Health &
214.40 October 31, 2003
Hyderabad, Andhra Pradesh Infrastructure
Corporation
Andhra Pradesh
Paryataka Bhavan, a seven storied tourism
Tourism Development 242.14 November 20, 2006
plaza in Hyderabad, Andhra Pradesh
Corporation
WBS Food Processing

Food Park Building in Malda, Kolkata, West & Horticulture
69.53 March 15, 2007
Bengal Development
Corporation Ltd.
Andhra Pradesh
Health & Medical
750-bed hospital building and ancillary Housing &
340.10 October 31, 2006
structures in Cuddapah, Andhra Pradesh Infrastructure
Development
Corporation
Completed Projects – Irrigation
Between April 1, 2002 and June 30, 2007, we successfully completed 13 Irrigation projects, including cross
drainage works, lift irrigation projects, dams and barrages. The table below provides the description, location,
client, value and completion date of four key irrigation projects that we completed between April 1, 2002 and
June 30, 2007.
Value of Completed
Project in Rs.
Upper Thunga Project – Package IV
(Irrigation Canals - Km 13-14) in Shimoga, Karnataka
Karnataka Neeravari Nigam April 30, 2006
Limited 149.32
Earthwork excavation, lining and Irrigation & CAD
construction of cross drainage structures on Department, (PWD),
123.94 July 31, 2003
Nichanametlam Major and Chennampalli Government of
Major, Andhra Pradesh Andhra Pradesh
Upper Thunga Project – (Irrigation Canals - Karnataka Neeravari

52.03 March 31, 2006
Km 148-150) in Rattihalli, Karnataka Nigam Limited
Irrigation and CAD

Thallampadu Branch Canal in Thallampadu, Department, (PWD),
14.92 January 27, 2006
Andhra Pradesh Government of
Andhra Pradesh
Completed Projects – Transportation
Between April 1, 2002 and June 30, 2007, we successfully completed 17 Transportation projects, including
expressways, highways, bridges, flyovers, and dedicated service corridors. The table below provides the
description, location, client, value and completion date of one key Transportation project that we completed
between April 1, 2002 and June 30, 2007.
Value of Completed
Project and Location Client Project in Rs. Million Completion Date
112
Value of Completed
Providing water bound macadam (WBM) Roads & Bridges
and dense bituminous macadam (DBM) with Department,
11.27 December 31, 2004
hot mix process at Visakhapatanam, Andhra Government of
Pradesh Andhra Pradesh
Completed Projects – Industrial
Between April 1, 2002 and June 30, 2007, we successfully completed 44 Industrial projects such as parks and
related services such as waste management for pharmaceutical, aluminum and textile industry clients. The table
below provides the description, location, client, value and completion date of one major industrial project that
we completed between April 1, 2002 and June 30, 2007.
Value of Completed
Civil structures for Cytotoxic Facility
formulation Unit-7 in Visakhapatanam, Dr. Reddy’s 42.45 November 30, 2006
Andhra Pradesh Laboratories Ltd.
Order Book
We define our Order Book as the value of projects awarded to us for which we have entered into signed
agreements or received letters of award or letters of intent or work orders, but for which we have not yet
commenced the work; and the value of the unexecuted portion of projects on which we have commenced work.
Our Order Book is not audited and may not accurately depict our future financial results. In our industry, the
Order Book is considered an indicator of potential future performance since it represents a significant portion of
the likely future revenue stream. For details on how our Order Book may not be representative of our future
results, see the risk factor entitled “Projects included in our Order Book may be delayed, cancelled or not fully
paid for by our clients and, therefore, statements regarding our Order Book may not be representative of our
future results” in the section entitled Risk Factors on page 15 of this Draft Red Herring Prospectus.
Our Order Book as at September 30, 2007 was Rs. 41,593.00 million, of which Rs. 23,718.00 million related to
ongoing projects and Rs. 17,875.00 million related to projects on which we were yet to begin construction. We
have added additional contracts worth Rs. 4,664.10 million to our Order Book during the period from October 1,
2007 through November 30, 2007. We expect to complete almost all of our existing Order Book in the next two
years. However, the orders in our Order Book are subject to cancellation and modification provisions contained
in the various contracts and other relevant documentation.
Segment Composition of our Order Book as at September 30, 2007
As at September 30, 2007, Rs. 9,948 million, or approximately 24%, of our Order Book related to projects in the
Water and Waste Water sector, Rs. 8,739 million, or approximately 21%, of our Order Book related to projects
in the Irrigation sector, Rs. 7,611 million, or approximately 18%, of our Order Book related to projects in the
Industrial sector, Rs. 7,016 million, or approximately 17%, of our Order Book related to projects in the
Transportation sector, Rs. 7,021 million, or approximately 17%, of our Order Book related to projects in the
Building Construction sector, and Rs. 1,259 million, or approximately 3%, of our Order Book related to projects
in the Power Transmission and Distribution sector.
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ORDER BOOK (30.09.07)
WWW
Rs. 9,948 million
24%
IRRIGA TION
Rs. 8,739 million
21%
BUILDINGS
Rs. 7,021 million
17%
INDUSTRIA L
Rs. 7,611 million TRA NSPORTA TION
POW ER TRA NSMISSION & Rs. 7,016 million
18%
DISTRIBUTION 17%
Rs.1,259 million
3%
Client Composition of Order Book as at September 30, 2007
As shown in the pie chart below, a higher proportion of our contracts are entered into with governmental
agencies. Approximately 56% of our Order Book as at September 30, 2007 related to projects sponsored by
government or governmental agency clients, including the GOI, state governments and municipalities, while
44% related to projects sponsored by private sector clients.
CLIENT COMPOSITION OF ORDER BOOK AS AT 30.09.2007
CENTRAL GOVT.
Rs. 1,555.25 million
4%
PRIVATE
Rs. 18,101.97 million
44%
STATE GOVT.
Rs. 21,713.82million
51%
PUBLIC SECTOR
Rs. 222.08 million
1%
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Spread of Order Book by Zone and Region as at September 30, 2007
We have five zonal offices: Central zone (Andhra Pradesh and North Karnataka); South zone (Karnataka, Tamil
Nadu and Kerala); East zone (West Bengal, Orissa, Bihar, Jharkhand and North Eastern States); West zone
(Gujarat and Rajasthan); and North zone (Delhi and Uttar Pradesh); and three regional offices: Bhopal (Madhya
Pradesh and Chhattisgarh); Mumbai (Maharashtra) and Chennai. Our Chennai regional office operates under the
umbrella of our South zone office. The spread of our Order Book by our zonal and regional offices (with
Chennai included in our South zone) as at September 30, 2007 is shown in the pie chart below:
NORTH
W EST Rs. 721 million
EA ST Rs. 2,346 million 2%
Rs. 4,521 million 6%
SOUTH 11%
Rs. 3,829 million
9% MUMBA I
Rs. 474 million
1%
BHOPA L
Rs. 7,515 million
18%
CENTRA L
Rs. 22,186 million
53%
Some Details of our Order Book as at September 30, 2007
The following table sets forth certain information concerning the top 30 contracts in our Order Book by
outstanding value as at September 30, 2007. These orders represented more than 40% of our Order Book as at
September 30, 2007, based on the outstanding values as at September 30, 2007.
Amount
Outstanding as at
Total Contract September 30,
Value 2007
Name of Project (Rs. in Million) (Rs. in Million)
Water and Waste Water Projects
108 MLD capacity sewage treatment plant Chavulamadhum in

Visakhapatanam, Andhra Pradesh 1,312.43 1,312.43
Raw water supply system and related sub-station, pipeline and water bound
macadam (WBM) road for Aditya Aluminium Plant 1,208.16 1,208.16
80 MLD sewage treatment plant at Airoli, Navi Mumbai, Maharashtra 597.85 55.69
115
Amount
Outstanding as at
Value 2007
172 MLD sewage treatment plant at Nagole, Hyderabad, Andhra Pradesh 447.90 154.52
Darjeeling water supply pumping scheme 429.75 427.65
Irrigation
AMRP LLC Pump House at Nalgonda, Andhra Pradesh 1,080.90 1,048.07
GNSS Flood Flow Canal - II from Owk Reservoir to Gandikota Reservoir in

Kadapa District, Andhra Pradesh 904.95 704.38
Modernisation of Devarabelakere Pickup Project Right Bank Canal and Left

Bank Canal in Malebennur, Ranebennur, Karnataka 556.21 516.21
HNSS Project – Package No. 25 – Punganur branch canal of Handri Neeva

Srujala Sravanthi (“HNNS”) from Km 20 to Km 30, including construction of
cross masonary and cross drainage works and distributor system, in
Cherlapalli, Andhra Pradesh 747.00 747.00
HNSS Project – Package No. 26 – Punganur branch canal of HNSS from Km

30 to Km 74, including construction of cross masonary and cross drainage
works and distributor system in Cherlapalli, Andhra Pradesh 739.90 739.90
Transportation Projects
Outer Ring Road to Hyderabad City 3,325.08 3,325.08
Service Ducts on IT Corridor (including foot bridges) in Chennai 414.98 226.74
Betul-Ashapur-Khandwa Road Project in Betul, Madhya Pradesh 984.94 934.80
Project Road No. 14 and Project Road No. 13 in Madhya Pradesh 333.23 156.37
Power Projects
Electrification works in Hatta, Patera, Batiyagarh and Patariya blocks of

Damoh District of Madhya Pradesh 268.47 220.40
Electrification works in Damoh, Jabera and Tendukheda blocks of Damoh

District of Madhya Pradesh State 245.24 201.21
Electrification works in Seoni and Barghat blocks of Seoni District of Madhya

Pradesh 236.95 194.48
Electrification works in Lakhnadon and Chhapara blocks of Seoni District of

Madhya Pradesh 212.46 174.4
Electrification works in Patan and Shahpura blocks of Jabalpur District of

Madhya Pradesh 176.33 144.77
Industrial Projects
Construction of industrial sheds and common amenity buildings at Metro Park

in Kolhapur, Maharashtra 489.27 347.95
318.80 292.00
Common facilities and factory sheds (excluding roofing system) and buildings
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Amount
Outstanding as at
Value 2007
in Doddaballapur, Bangalore Rural, Karnataka
Jawaharlal Nehru Pharma City Project in Parawada, Visakhapatanam, Andhra

Pradesh 1,706.00 75.50
Civil works, including support infrastructure such as roads and drains for
Pochampally Handloom Park in Pochampalli, Nalgonda 160.50 95.60
Site grading and associated works at Angul for Ph-II expansion in Angul,
Orissa 112.30 12.66
Building Construction Projects
Commercial and residential buildings in Gachibowli, Hyderabad, Andhra

Pradesh 2,219.58 2,119.96
Construction of Purva Summit - IT Park Building in Kondapur Village,

Hyderabad, Andhra Pradesh 527.64 500.21
Construction of revenue offices complex, Panchayath offices complex and

police offices complex buildings, Ramnagara 370.00 368.41
Married accommodation project in Jalahalli, Bangalore, Karnataka 462.95 217.89
Married accommodation project in Lucknow, Uttar Pradesh 793.95 525.78
Married accommodation project in Vimanapura, Bangalore, Karnataka 275.06 35.43
Growth of our Order Book
The following chart sets forth the value of our Order Book as at March 31, 2003, 2004, 2005, 2006 and 2007,
and as at September 30, 2007 and the percentage that each of the six sectors we undertake work in made up of
the Order Book as on those dates.
SECTO R-W ISE O RDER BO O K - SIN CE 20 0 3
Rs. 4 1 ,5 9 3 M illio n
45000
40000
21%
35000
30000 18%
MILLIONSOFINR
Rs. 2 2 ,3 0 8 M illio n
3%
25000
9% 17%
20000
Rs. 1 4 ,1 3 9 M illio n
28%
15000 18% 17%
Rs. 7 ,7 2 5 M illio n 45%

10%
10000 4% 2%
Rs. 3 ,6 1 2 M illio n 14%
Rs. 2 ,5 1 4 M illio n 4 % 1% 32%
3% 16% 24%
8% 4%
5000 24% 25%
15% 21%
11% 22% 54% 19%
53% 58%
0
-5 0 0 0
AS AT M A RCH 3 1 , AS AT M ARCH 3 1 , A S AT M ARCH 3 1 , A S A T M ARCH 3 1 , AS A T M A RCH 3 1 , A S AT SEPTEM BER 3 0 ,
2003 2004 2005 2006 2007 2007
WWW BUILDIN GS TRA N SPORTA TION POW ER IN DUSTRIA L IRRIGA TION
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Joint Ventures
We have entered into two joint ventures to undertake Irrigation projects.
Ramky-VSM Joint Venture
The Company and Mr. V. Satyamurthy entered into a joint venture agreement pursuant to which Ramky-VSM
joint venture was set up as an association of persons on September 4, 2004 for the purpose of infrastructure
development, particularly water resources development for projects of medium size. As at October 31, 2007, the
Company and Mr. V. Satyamurthy held a 75% and 25% participation interest, respectively, in the joint venture.
The joint venture has not completed any projects and is currently undertaking five projects. The joint venture
had income of Rs. 465.41 million and Rs. 159.61 million for the year ended March 31, 2007 and the three
months ended June 30, 2007, respectively. The joint venture had a profit after tax of Rs. 16.06 million and Rs.
4.61 million for the year ended March 31, 2007 and the three months ended June 30, 2007, respectively. For
more information, see the section entitled “History and Certain Corporate Matters–Joint Ventures” beginning on
page 137 of this Draft Red Herring Prospectus.
Ramky-WPIL Joint Venture
The Company and Wellington Pumps India Ltd (“WPIL”) entered into a joint venture agreement dated August
12, 2005, pursuant to which Ramky-WPIL joint venture was set up as an association of persons for the purpose
of preparing and submitting tenders and for executing works such as setting up pumping stations and the
execution of connected civil, electrical and mechanical works at the Aliminate Madhava Reddy Project in
Nalgonda District, Andhra Pradesh. The Andhra Pradesh Irrigation & CAD Department awarded the works of
pumping station of Aliminate Madhava Reddy Project on January 6, 2007. Subsequently, the joint venture
partners entered into an agreement dated August 14, 2007 for the purpose of undertaking the works so awarded
and to determine the relationship between the partners. It was agreed that the Company would pay WPIL Rs.
468.9 million for carrying out all the works so awarded, whereas the Company will be entitled to the profits
from the contract. No audited financial results for the joint venture are available. For more information, see the
section entitled “History and Certain Corporate Matters–Joint Ventures” beginning on page 137 of this Draft
Business Development
We enter into contracts through a competitive bidding process. Government and other clients typically advertise
potential projects in leading national newspapers or on their websites. Our business development department
regularly scans newspapers and websites to identify projects that could be of interest to us. The head of the
business development department evaluates bid opportunities and decides whether we should pursue a particular
project based on various factors, including the client’s reputation and financial strength, the geographic location
of the project and the degree of difficulty in executing the project in such location, our current and projected
workload, the likelihood of additional work, the project’s cost and profitability estimates and our competitive
advantage relative to other likely bidders. Once we have identified projects that meet our criteria, we submit an
application to the client according to the procedures set forth in the advertisement.
Engineering and Design
We provide detailed engineering services, if required by the client, for the projects that we undertake. Typically,
for design-build projects, the client supplies conceptual information pertaining to the project and spells out the
project requirements and specifications. We are required to prepare detailed architectural and/or structural
designs based on the conceptual requirements of the client and also conform to various statutory and code
requirements.
For those particular segments in which we do not have in-house design capabilities, we outsource design
services from experienced consultants who specialise in the particular segment. Prior to bidding for a project,
our tendering department and senior management review the preliminary design prepared by these consultants.
Over the years, we have through a combination of experience and technical ability developed expertise in
assessing the preliminary pre-tender designs prepared by our consultants, vis-à-vis the requirements of the
client. After our initial review of the preliminary designs, we continue to confer with our consultants to arrive at
118
the final solution for the project. Once the project is awarded to us, our consultants prepare detailed designs
pursuant to the project requirements.
Project Management
Our project sites are managed by a project management team at the site level, headed by the Project Manager
with essential support from the functional in charges at the site for procurement, plant and machinery, finance,
and human resources along with an execution team. Each of these projects is in turn managed by the
coordination team at the respective Regional/Zonal level headed by the Regional/Zonal Head and the support
functions. The Regions/Zones concurrently report to the Regional/Zonal Coordination Team at our head office,
which is headed by Vice – President Projects. We believe this system of administration and coordination helps
to ensure the smooth execution and supervision of the projects at different levels.
Once we are awarded a contract (denoted by the receipt of the letter of intent/ acceptance from the client), a
detailed project management plan is produced. This plan consists of an activity based project budget, the project
execution schedule, the mobilisation and induction plan for the various resources (manpower, machinery,
materials and financing) and any special monitoring system, if required, keeping in mind the various
technicalities requirements of the project. The execution team is in charge of systematically implementing the
plan, which is tracked at the different levels of management. At regular and appropriate intervals, the project
management plan is assessed based on the project’s performance and various aspects affecting it, and the plan is
revised for enhanced performance and timely completion.
Procurement
Because material procurement plays such a critical part in the success of any project, we maintain experienced
staff in our purchase department, which is headed by our Associate Vice President – Materials, to carry out
material, services and equipment procurement for all project sites. Procurement of bulk materials is a centralized
function performed at our headquarters. Only in certain cases is procurement done from project sites.
Upon award of a contract, the purchase department is provided with the project details along with the budgeted
rates for material, services and equipment. The material, services and equipment required for projects are
estimated by the engineering planning personnel and then passed on to the purchase department along with the
schedule of requirements.
We have over the years developed relationships with a number of vendors for key materials, services and
equipment. The Company has also developed an extensive vendor database for various materials and services.
Over and above the quotations received at the time of bidding, the purchase department invites quotations from
additional vendors, if required. Vendors are invited to negotiate before finalizing the terms and prices. The
materials ordered are provided to the sites from time to time as per their scheduled requirements. We maintain
material procurement, tracking and control systems, which enable monitoring of our purchases.
Procurement of materials, services and equipment from external suppliers typically comprises a significant part
of a project’s cost. The ability to cost-effectively procure material, services and equipment and to meet quality
specifications for our projects is essential for the successful execution of such projects. We continually evaluate
our existing vendors and also attempt to develop additional sources of supply for most of the materials, services
and equipment needed for our projects. Due to the rising cost of materials, we have begun to import supplies in
instances where supplies can be obtained more cheaply from overseas suppliers. Additionally, we have the
capability to produce 245 cubic metres per hour of ready-mixed concrete using our nine ready-mixed concrete
plants. We are in the process of developing the capabilities to produce other materials such as vertical pipe
casting, paver blocks and crusher operations through a manufacturing division so as to reduce the cost of
materials.
119
Execution
The issuance of a letter of acceptance or letter of intent by a client signifies that we have been awarded the
contract. Upon receipt of the letter, we typically commence pre-construction activities promptly, such as
mobilising manpower and equipment resources and setting up site offices, stores and other ancillary facilities.
We execute projects in various sectors, including the Water and Waste Water sector, Building Construction
sector, Transportation sector, Irrigation sector, Industrial sector, and Power Transmission and Distribution
sector. The methodology of construction depends upon the nature of the project (e.g., the construction
methodology for a road project would differ from the construction methodology for a building project).
Construction activity typically commences once a client approves working designs and issues drawings. The
project team immediately identifies and works with the purchase department to procure the key construction
materials and services required in order to be able to commence construction. Based on the contract documents,
a detailed schedule of construction activities is prepared. This schedule identifies interim milestones, if any,
stipulated in the contract with corresponding time schedules for achieving these milestones.
The sequence of construction activities largely follows the construction schedule that was prepared initially,
subject to changes in scope requested by the client. Projects generally commence with excavation and
earthmoving activities. Other major components of a typical construction project include concreting and
reinforcement. Heavy earthmoving equipment, such as excavators, dumpers, loaders, dozers, graders and rock
drilling tools, are used for excavation, whereas batching plants, transit mixers, tower cranes and concrete pumps,
among other equipment, are used for concreting.
The key construction activities involved in a project depend on the nature and scope of the project. For a typical
water supply project, we engage in the fabrication, lowering, laying, jointing and testing of the pipelines. For a
bridge project, we perform concreting and reinforcement activities.
We have a “Project Control System” developed by our Internal Monitoring and Assessment Team that helps us
to track the physical and financial progress of work vis-à-vis the project schedule. Daily progress reports are
prepared by the major sites and sent to the project monitoring cell in the head office for collation. Project
personnel hold periodic review meetings with the client at sites and also with key head office personnel in our
headquarters to discuss the progress being made on the project. The project managers also hold periodic review
meetings with our vendors and sub-contractors to review progress and assess future needs.
Each project site has a billing department that is responsible for preparing and dispatching periodic invoices to
the clients. Joint measurements with the client’s representative are taken on a periodic basis and interim invoices
prepared on the basis of such measurements are sent to the client for certification and release of interim
payments. The billing department is also responsible for certifying the bills prepared by our vendors and sub-
contractors for particular projects and forwarding the same to our head office for further processing.
We have a defined and documented quality management system. The quality assurance cells at our various
project sites help to ensure compliance with our quality management system in order to enable us to comply
with the quality parameters stipulated in the contract by the client. Our western zone office is ISO 9001:2000
certified for the quality management system we apply to the design, development, engineering and construction,
operation and maintenance of water, sewerage and effluent treatment plants together with collection and
distribution pipelines, construction and execution of roads, bridges, buildings, irrigation and such other
infrastructure works. We are in the process of obtaining the same certification for our entire Company.
We consider a project to be “virtually complete” when it is ready to be handed over to the client. We then jointly
inspect the project with the client to begin the process of handing over the project to the client. Once satisfied,
the client prepares a “virtual completion certificate”, which signifies the commencement of the defects liability
period or the maintenance period (i.e., the period during which we are contractually bound to rectify any defects
arising out of construction, which can last up to 60 months). On completion of the defects liability period, we
request the client to release any performance bonds or retention monies that may be outstanding.
Our Equipment
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We believe that our strategic investment in equipment and fixed assets is an advantage that enables us to rapidly
mobilize our equipment to project sites as needs arise. We have state-of-the-art construction equipment,
including concrete batching plants, transit mixers, concrete pumps, reversible drum mixers, excavators, rock
breakers, backhoe loaders, excavators, graders, dozers, and tough riders. Such an asset base gives us the
capability to design and execute projects of any scale and allows us to undertake the technically challenging and
diverse range of construction and development projects in which we are engaged. Also, our equipment is
managed, maintained and operated by trained personnel. We believe that owning and managing a large portion
of the equipment we typically use on projects enables us to achieve higher operating margins. Because
equipment ownership is an important parameter to determine our margins, we intend to use Rs. 997.88 million
towards asset acquisition as stated in the section entitled “Objects of the Issue” on page 65 of this Draft Red
Herring Prospectus.
The following table provides a list of some of our more substantial construction equipment as at June 30, 2007:
Name of Equipment Number of Units Name of Equipment Number of Units
Excavators 14 Rock Breakers 3
Backhoe Loaders 12 Bobcat Loaders 5
Dozers 7 Graders 2
Cranes (Fassi) 6 Mobile Cranes 2
Tower Cranes 2 Hook Loaders 26
Static Rollers 3 Tippers 43
Tough Riders 22 Asphalt Equipment 5
Reversible Drum Mixers 13 Concrete Mixers 55
Tower Hoists 13 Generators 30
Cutting and Bending 25 Stirrup Forming Machines 3

Machines
Compressors 4 Concrete Chipping 2

Machines
Ready-Mixed Concrete 9 Transit Mixers 14

Plants
Concrete Pumps 3 Weigh Bridges 7
Paver Block Machine 1 Tower Lights 2
Guarantees
We are often required to provide financial and performance guarantees that guarantee our performance and
financial obligations in relation to a contract construction project. The amount of guarantee facilities available to
us depends upon our financial condition and the availability of adequate security for the banks and financial
institutions that provide us with such facilities. There have been no instances where our performance guarantees
have been invoked by our clients.
Developer Business
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Our developer business comprises the following subsidiaries of the Company: Ramky Pharma City (India)
Limited; MDDA Ramky IS Bus Terminal Limited; Gwalior Bypass Project Limited; Ramky Towers Limited;
Ramky Hyderabad Ring Road Limited; Ramky Herbal and Medicinal Park (Chhattisgarh) Limited; Ramky Food
Park (Chhattisgarh) Limited; Ramky Gems & Jewellery Park (Chhattisgarh) Limited; Ramky Enclave Limited;
and the Company’s associate: Ramky Integrated Township Limited. Each of these subsidiaries and the
Associate are special purpose vehicles formed for the development of one project. Our developer business
segment began in fiscal 2007. In addition, on September 27, 2007, the Company was awarded the right to
develop a 2,500 acre pharmaceutical, bio-technology and chemical park in Haldia, West Bengal. The Company
plans to assign its rights in the project to a special purpose vehicle in which the Company will have an 89%
interest but as of yet it has not done so.
Ramky Pharma City (India) Limited
Description of the Project
Ramky Pharma City (India) Limited, in which the Company has a 50.72% beneficial interest, is currently
developing the Jawaharlal Nehru Pharma City Industrial Park at Parawada, Visakhapatanam. This is an
integrated industrial park aimed at bulk drug manufacturers, pharmaceutical companies and fine chemical
manufacturers. When complete, the industrial park will be 2,120 acres, of which 611 acres has been notified as a
sector specific SEZ industrial park. When complete, the industrial park will have a saleable/leaseable area of
approximately 1,427 acres. The total project cost is expected to be Rs. 4,009.58 million. The project is being
developed on a BOO basis.
The features of the industrial park will include power, water, a road network with street lighting, a common
effluent treatment plant, a hazardous waste management facility, a marine outfall for the disposal of treated
effluents, a dedicated telephone exchange with internet connectivity, a central fire protection service, a logistics
hub, container terminals and a common warehouse facility. The amenities will include banking facilities, a
primary health centre, food courts and a club house. Regulatory approvals for businesses operating at the park
are at the park level under a single window clearance concept. The construction of the industrial park is due to
be completed by the end of 2009.
Ramky Pharma City (India) Limited currently earns revenue from the sale of plots of land in the non-SEZ part
of the park and long-term lease premiums for plots of land in the SEZ part of the park. As at June 30, 2007, 49
companies have committed to buy a total of 664.86 acres in the non-SEZ part of the industrial park for a total
price of Rs. 1,180.23 million. As at June 30, 2007, eight companies have committed to lease land totalling
231.56 acres in the SEZ part of the industrial park for total upfront lease premiums of Rs. 1,226.70 million.
Long-term leases in the SEZ part of the park are subject to the upfront lease premiums and recurring annual
lease payments. Once the development of the industrial park is finished, it will also earn revenue from charging
common user fees for infrastructure facilities, such as roads, street lights and security, and user charges for
utilities facilities like water and a common effluent treatment plant.
The entire 611 acres of land in the SEZ was purchased by Ramky Pharma City (India) Limited for Rs. 256.93
million from Andhra Pradesh Industrial Infrastructure Corporation, an entity owned by the government of
Andhra Pradesh.
On finalisation of an agreement for the sale of land in the non-SEZ part of the park with any customer, such land
will be transferred to the customer on behalf of Ramky Pharma City (India) Limited by Andhra Pradesh
Industrial Infrastructure Corporation.
As at June 30, 2007, Ramky Pharma City (India) Limited has awarded contracts totalling Rs. 1,706.00 million
for the construction of the industrial park. Substantially all of the contracts for the construction of the industrial
park were awarded to the Company.
Financing
The development of the industrial park is expected to be financed through Rs. 180 million by way of equity, Rs.
300 million by way of bank loans and the rest of the amount by way of collections from customers.
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MDDA Ramky IS Bus Terminal Limited
Description of the Project
MDDA Ramky IS Bus Terminal Limited, which is 100% owned by the Company, operates the Inter State Bus
Terminal, Dehradun. This bus terminal is one of the first interstate bus terminals to be built on a BOT basis in
India. The bus terminal was built by the Company and the construction was completed in June 2004. The cost
of construction was approximately Rs. 131 million. The bus terminal comprises 49 bus passenger drop off and
loading bays, 54 shops, which are leased, parking for approximately 225 cars and a 10-bed dormitory. MDDA
Ramky IS Bus Terminal Limited earns revenue from bus terminal fees, shop rental fees, vehicle parking fees,
fees from advertisements on hoardings and wall space, accommodation charges from the dormitory located at
the bus terminal, and operation and maintenance fees.
MDDA Ramky IS Bus Terminal Limited, in the second phase of the project, is developing a 110,000 square feet
commercial mall. The mall will include shops, a three-screen multiplex, three food courts and parking bays. The
cost of the mall is expected to be Rs. 152.40 million and it is expected to be completed before the end of March
2008. The contracts for the construction of the mall were awarded to various companies. MDDA Ramky IS Bus
Terminal Limited will earn revenue from the mall from upfront lease payments, parking fees, fees from
advertisements on hoardings and wall space and operation and maintenance charges,
Concession Agreement
The concession agreement for the development of the bus terminal and the mall was granted by Mussoorie
Dehradun Development Authority (MDDA), Dehradun. The initial concession period expires on August 2023,
with an option to renew for a further 10 years. MDDA Ramky ISBT has to pay a development fee of Rs. 4.05
million on a half yearly basis with an escalation of 6.5% per annum after the expiry of three years from the date
of executing the agreement.
Financing
The construction of the bus terminal and the mall is expected to be financed by Rs. 130.90 million in equity by
MDDA Ramky IS Bus Terminal Limited, a 10-year term loan of Rs. 91.50 million and the rest of the amount by
way of collections from customers.
Gwalior Bypass Project Limited
Gwalior Bypass Project Limited, in which the Company has a 51% interest, is developing a 42 km road that will
connect the NH-3 & NH-75 highways in Madhya Pradesh. The road is being built on a BOT basis, with semi-
annuity payments. Construction of the road is expected to cost Rs. 3,321.12 million. The construction of the
road began in April 2007 and is expected to be completed by October 2009.
The concession agreement to build, operate and transfer the road was awarded by National Highway Authority
of India (“NHAI”). The concession period expires in April 2027. The semi-annuity payment is Rs. 265.3 million
payable after completion of the construction of the road until the end of the concession period, with no
escalation clause. Gwalior Bypass Project Limited does not have the right to collect tolls on the road. Moreover,
NHAI may modify the scope of the project provided the costs do not increase or reduce by more than 10% of
contract value. The Company is committed to holding a 51% interest in the Gwalior Bypass Project Limited
until the concession period expires.
Construction Contract
The contract for the construction of the road was awarded to ERA Infra Engineering Limited. The contract value
is Rs. 3,009.20 million, of which Rs. 2,966.66 million is outstanding as at September 30, 2007.
Financing
The construction of the road is expected to be financed by Rs. 664.30 million in equity by Gwalior Bypass
Project Limited and a 12.5-year term loan of Rs. 2,656.82 million.
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Ramky Towers Limited
Ramky Towers Limited, in which the Company has a 51% interest, is developing an integrated residential and
commercial project on 17.10 acres of land in Gachibowli, Hyderabad, Andhra Pradesh. The development will
have a saleable area of 1,466,190 square feet. There will also be a 20,670 square feet club house, which will not
be for sale. The estimated project cost is Rs. 2,667.37 million. Construction of the development began in April
2007 and it is scheduled to be completed by July 2008.
Development Agreement
The development agreement for the project was originally entered into between the Company and Andhra
Pradesh Housing Board. The Company has assigned its rights and obligations under the development agreement
to Ramky Towers Limited. The land for the development of the project is owned by Andhra Pradesh Housing
Board. In consideration for the development rights, Ramky Towers Limited has paid Rs. 10.17 million per acre
and is required to pay 3.50% of the sale price for residential property and 4.00% of the sale price for commercial
property. Ramky Towers Limited has the right to sell the properties constructed on the development but the
actual transfer of the property to each individual purchaser shall be made by Andhra Pradesh Housing Board.
Ramky Towers Limited has entered into two agreements with the Company for the Company to construct the
project: one for a fixed price of Rs. 969.58 million; and the other for a fixed price Rs. 1,250 million, for a total
of Rs. 2,219.58 million.
Financing
The construction of the towers is expected to be financed through internal accruals and a 2.5-year term loan of
Rs. 150.00 million.
Ramky Hyderabad Ring Road Limited
Ramky Hyderabad Ring Road Limited, in which the Company has a 74% interest, had entered into an
agreement with the Hyderabad Urban Development Authority (“HUDA”)to design, develop, finance, operate
and maintain a 12.63 km long, eight-lane access controlled expressway under a Phase –II A Program as an
extension of Phase–I of the Outer Ring Road to Hyderabad. This project will provide easy connectivity to NH-7
and NH-9, which passes through Hyderabad. We are undertaking this project on a BOT basis with semi-annuity
payments. The estimated project cost is Rs. 3,993.70 million. The construction of the road began in October
2007 and it is expected to be completed by April 2010.
Ramky Hyderabad Ring Road Limited has been awarded, but has yet to receive, a grant of Rs. 665.02 million
for entering into the concession agreement. The concession agreement provides that the construction of the road
is to be completed by February 2010. The semi-annuity payment is Rs. 315.00 million payable after completion
of the construction of the road until the end of the concession period, with no escalation clause. The concession
period expires in October 2022.
Construction Agreement
The construction contract for the road was awarded to the Company for a fixed price of Rs. 3,325.08 million.
Financing
The construction of the road is expected to be financed by Rs. 700.00 million in equity by Ramky Hyderabad
Ring Road Limited, a grant of Rs. 665.02 from HUDA and a 10-year term loan of Rs. 2,628.68 million.
Ramky Enclave Limited
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Ramky Enclave Limited in which the Company has a 89.01% interest, is developing an integrated housing
project on 32 acres of land. It will have a saleable area of 1,058,254 square feet. There will also be a 20,000
square feet club house, which will not be for sale. The estimated project cost is Rs. 1,120.07 million.
Construction of the housing project is scheduled to begin in December 2007 and to be completed by June 2010.
Development Agreement
The land for the housing project was transferred to Ramky Enclave Limited by Andhra Pradesh Housing Board
(“ABHP”). The development agreement for the project was originally entered into between the Company and
Andhra Pradesh Housing Board. The Company has assigned its rights and obligations under the development
agreement to Ramky Enclave Limited. The land for the development of the project is owned by Andhra Pradesh
Housing Board. In consideration for the development rights, Ramky Enclave Limited has paid Rs. 4.88 million
per acre and is required to pay 1.75% of the sale price for residential property and 2.00% of the sale price for
commercial property. Ramky Enclave Limited has the right to sell the properties constructed on the
development but the actual transfer of the property to each individual purchaser shall be made by Andhra
Pradesh Housing Board.
The contract for the construction of the housing project has been awarded to the Company. The contract value is
Rs. 960.61 million.
Financing
The construction of the project is expected to be financed through internal accruals and a term loan of Rs.
210.00 million. Ramky Enclave Limited has not yet applied for the loan.
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited has been awarded the concession to develop a 250-
acre herbal and medicinal industrial park in the district of Dhamtari, Chhattisgarh on a BOT basis. The
concession period is 90 years. When complete, the project will have a leaseable area of 150.33 acres. The
estimated project cost is Rs. 964.43 million. The construction of the project is expected to start in fiscal 2009
and be completed by October 2014. The Company currently has a 100% interest in Ramky Herbal and
Medicinal Park (Chhattisgarh) Limited but will end up with an 89% interest after financial closure of the
project. The other 11% interest will be owned by Chhattisgarh Infrastructure Development Corporation Limited
(“CIDC”), an entity owned by the government of Chhattisgarh.
The features of the industrial park will be substantially the same as Pharma City, except there will not be a
marine outfall.
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited will earn revenue from upfront lease premiums and
annual lease rental payments. Once the construction of the park is finished, it will also earn revenue from
charging common user fees for infrastructure facilities, such as roads, street lights and security, and user charges
for utilities facilities like water and a common effluent treatment plant.
The land for the project was leased to Ramky Herbal and Medicinal Park (Chhattisgarh) Limited for 90 years by
CSIDC in consideration for its 11% interest in Ramky Herbal and Medicinal Park (Chhattisgarh) Limited and
Rs. 92.6 million. The price for the land is to be paid over a six-year period: 10% is to be paid in each of the first
two years, 15% is to be paid in each of the following two years and 25% is to be paid in each of the two years
following that. The construction of the industrial park is required to be completed by October 2014. Under the
terms of the concession agreement, Ramky Herbal and Medicinal Park (Chhattisgarh) Limited provided CIDC a
bank guarantee of Rs. 101.8 million as a performance security and also paid CIDC Rs. 15 million as bid
security. The concession agreement provides that both the Company’s and CIDC’s shares (when issued) in
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited are subject to a five-year lock-in during which time
they may not sell their shares.
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Ramky Herbal and Medicinal Park (Chhattisgarh) Limited has given a work order to the Company for the
Company to construct the industrial park for a fixed price of Rs. 650 million.
Financing
The development of the industrial park is expected to be financed by Rs. 289.30 million in equity by Ramky
Herbal and Medicinal Park (Chhattisgarh) Limited and a loan of Rs. 675.10 million. Ramky Herbal and
Medicinal Park (Chhattisgarh) Limited has not yet applied for the proposed bank loan.
Ramky Food Park (Chhattisgarh) Limited
Ramky Food Park (Chhattisgarh) Limited has been awarded the concession to develop a 303-acre food
processing industrial park in the district of Rajnandagao, Chhattisgarh on a BOT basis. The concession period is
90 years. It will have a leaseable area of 195.15 acres. The estimated project cost is Rs. 834.84 million. The
construction of the project is expected to begin in fiscal 2009 and be completed by October 2014. The Company
currently has a 100% interest in Ramky Food Park (Chhattisgarh) Limited. However, after financial closure of
the project, the Company will have an 89% interest and CIDC will have an 11% interest in Ramky Food Park
(Chhattisgarh) Limited.
marine outfall.
Ramky Food Park (Chhattisgarh) Limited will earn revenue from upfront lease premiums and annual lease
rental payments. Once the construction of the industrial park is finished, it will also earn revenue from charging
common user fees for infrastructure facilities, such as roads, street lights and security, and user charges for
utilities and facilities such as water and a common effluent treatment plant.
The land for the project was leased to Ramky Food Park (Chhattisgarh) Limited for 90 years by CSIDC in
consideration for its 11% interest in Ramky Food Park (Chhattisgarh) Limited and Rs. 104.8 million. The price
for the land is to be paid over a six-year period: 10% is to be paid in each of the first two years, 15% is to be
paid in each of the following two years and 25% is to be paid in each of the two years following that. The
construction of the industrial park is required to be completed by October 2014. Under the terms of the
concession agreement, Ramky Food Park (Chhattisgarh) Limited provided CIDC a bank guarantee of Rs. 115.3
million as a performance security and also paid CIDC Rs. 10.0 million as bid security. The concession
agreement provides that both the Company’s and CIDC’s shares (when issued) in Ramky Food Park
(Chhattisgarh) Limited are subject to a five-year lock-in during which time they may not sell their shares.
Ramky Food Park (Chhattisgarh) Limited has given a work order with the Company for the Company to
construct the industrial park for a fixed price of Rs. 600 million.
Financing
The project is expected be financed by Rs. 250.50 million in equity by Ramky Food Park (Chhattisgarh) Limited
and a Rs. 584.40 million bank loan. Ramky Food Park (Chhattisgarh) Limited has not yet applied for the
proposed bank loan.
Ramky Gems & Jewellery Park (Chhattisgarh) Limited
Ramky Gems & Jewellery Park (Chhattisgarh) Limited has been awarded the concession to develop a 70-acre
gem and jewellery SEZ in the district of Raipur, Chhattisgarh on a BOT basis. The concession period is 90
years. When complete, it will have a leaseable area of 42.03 acres. The estimated cost of the project is Rs. 1,834
million. The construction of the project is expected to begin in fiscal 2009 and be completed by October 2014.
The Company currently has a 100% interest in Ramky Gems & Jewellery Park (Chhattisgarh) Limited.
However, after financial closure of the project, the Company will have a 26% interest, CSDIC will have an 11%
interest, Aetens Goldsouk International Ltd will have 21% interest, P.D. Gupta Infratech Private Limited will
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have 21% interest, and Chhattisgarh Futuristic Infrastructure Private Ltd will have 21% interest in Ramky
Gems & Jewellery Park (Chhattisgarh) Limited.
marine outfall.
Ramky Gems & Jewellery Park (Chhattisgarh) Limited will earn revenue from upfront lease premiums and
annual lease rental payments. Once the construction of the industrial park is finished, it will also earn revenue
from charging common user fees for infrastructure facilities, such as roads, street lights and security, and user
charges for utilities and facilities such as water and a common effluent treatment plant.
The land for the project was leased to Ramky Gems & Jewellery Park (Chhattisgarh) Limited for 90 years by
CSIDC in consideration for its 11% interest in Ramky Gems & Jewellery Park (Chhattisgarh) Limited and Rs.
70.00 million. The price for the land is to be paid over a six-year period: 10% is to be paid in each of the first
two years, 15% is to be paid in each of the following two years and 25% is to be paid in each of the two years
following that. The construction of the industrial park is required to be completed by October 2014. Under the
terms of the concession agreement, Ramky Gems & Jewellery Park (Chhattisgarh) Limited provided CIDC a
bank guarantee of Rs. 77,00 million as a performance security and also paid CIDC Rs. 30.0 million as bid
security. The concession agreement provides that all of the shareholders in Ramky Gems & Jewellery Park
(Chhattisgarh) Limited are subject to a five-year lock-in during which time they may not sell their shares.
Ramky Gems and Jewellery Park (Chhattisgarh) Limited has given a work order to the Company for the
Company to construct the industrial park for a fixed price of Rs. 1,250 million.
Financing
The project is expected to be financed by Rs. 550.20 million in equity by Ramky Gems & Jewellery Park
(Chhattisgarh) Limited and a Rs. 1,283.80 million bank loan. Ramky Gems & Jewellery Park (Chhattisgarh)
Limited has not yet applied for the proposed bank loan.
Ramky Integrated Township Limited
Ramky Integrated Township Limited, in which the Company has a 30.60% interest, is developing an integrated
township project called Discovery City on 400 acres of land in Srinagar Village, Maheshwaram Mandal, R. R.
District, Andhra Pradesh on a BOO basis. The proposed project will have 45% residential developments, 5%
social developments (police stations, fire stations, etc.) and will include commercial and industrial
developments. 5% of the developed area of the project is to be set aside for the weaker classes. The development
will have a saleable area of approximately 16 million square feet. The preliminary estimated project cost is Rs.
19,492 million. A more detailed estimate of the project cost will be prepared after the completion of the detailed
project report, which is scheduled to be completed by May 12, 2007. The construction of the project is expected
to begin in October 2008.
The project was awarded by HUDA to our consortium, which comprises the Company (51% interest), Ramky
Estates and Farms Private Limited (38% interest) and Mumbai Waste Management Limited (11% interest), both
of which are Promoter Group companies, in a letter of award dated November 12, 2007. A shareholders
agreement among the consortium, Ramky Integrated Township Limited and the owners of the land on which the
project is to be built was executed on December 11, 2007. The letter of award requires the development
agreement for the project to be executed among HUDA and the parties to the shareholders agreement within a
period of 15 days from the date of the execution of the shareholders agreement. The letter of award sets forth a
number of significant events of default that will enable HUDA to cancel the letter of award prior to the signing
of the development agreement.
The project is required to be completed within six years of the date on which the conditions precedent set forth
in expression of interest-cum-request for proposal document for the project are satisfied. The internal
infrastructure facilities and utilities required for the project are required to be completed within a period of four
years of the later of (a) the date on which the conditions precedent set forth in expression of interest-cum-
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request for proposal document for the project are satisfied and (b) the receipt of all applicable permits for the
project.
The price of the land for the project is Rs. 5.20 million per acre, for a total price of Rs. 2,080.80 million,
comprising a reserve price amount of Rs. 2,052.00 million and a JV premium of Rs. 28.80 million. 40% of the
reserve price for the land (i.e., Rs. 820.80 million) has been paid to the land owners in the form of equity shares
in Ramky Integrated Township Limited at par. 60% of the reserve price for the land will be paid in cash by the
consortium to the land owners on the execution of the development agreement for the project. The JV premium
amount of Rs. 28.80 million is to be paid by the consortium 50% to HUDA and 50% to the land owners on or
before the execution of the development agreement for the project. In addition to the paying for the land, the
consortium is required to pay HUDA (i) a Rs. 1,000 million development premium, payable in four equal
instalments, all of which must be paid within 12 months from the date of the development agreement for the
project and (ii) 4 million towards development expenses. In addition, the consortium or Ramky Integrated
Township Limited is required to give a Rs. 100 million bank guarantee as performance security.
The construction contracts for the project have not yet been awarded.
The construction of the project is expected to be financed by Rs. 2,052 million in equity by Ramky Integrated
Township Limited, with the remainder to be financed by in internal accruals.
As per the memorandum of understanding among the Government of Andhra Pradesh, the land owners and
HUDA dated August 10, 2007, Ramky Integrated Township Limited has the right of first refusal to develop 150
acres of land adjacent to Srinagar integrated township project on the same terms and conditions of the letter of
award for the Srinagar integrated township project. In addition, the Government of Andhra Pradesh is
considering transferring 200 acres of land adjacent to the project to Ramky Integrated Township Limited if and
when such land is resumed by the government on terms and conditions to be agreed between the parties.
Pharmaceutical, Bio-technology and Chemical Park at Haldia, West Bengal
Haldia Development Authority (“HDA”) and the Company have entered into a memorandum of understanding
with respect to the Company developing a 2,500 acre pharmaceutical, bio-technology and chemical park in
Haldia, West Bengal. HDA has agreed to acquire this land on an urgent basis and to sell it to the Company.
HDA has agreed to make available a minimum of 650 acres for the park. The Company has agreed to pay the
cost of the land plus 10%. It has also agreed to pay for any rehabilitation work on the land. The features of the
park will be substantially the same as Pharma City. When complete, the park will have a leaseable area of
approximately 1,500 acres. The preliminary estimated project cost for the entire 2,500 acre development is Rs.
9,500 million.
The memorandum of understanding provides that the Company and HDA will incorporate a special purpose
vehicle for the project in which the Company will have an 89% interest and HDA will have an 11% but as of yet
the special purpose vehicle has not been incorporated.
We will earn revenue from upfront lease premiums and annual lease rental payments. Once the construction of
the industrial park is finished, we will also earn revenue from charging common user maintenance charges for
roads, street lights and security, and user charges for utilities such as water and a common effluent treatment
plant.
Pursuant to a letter dated September 27, 2007, HDA informed the Company that the first 250 acres for the
project had been acquired and offered the Company the right to lease that land for 90 years, which lease is
renewable on terms to be agreed. The land premium for the 250 acres is Rs. 1 million per acre, with a total land
premium of Rs. 250 million. The land is also subject to a token rent, which will initially be Rs. 2,500 per acre
per year and will increase by 5% per year. The letter of award states that the Company is required to pay 50%
of the land premium for the 250 acres by October 27, 2007 with the remaining balance to be paid by December
27, 2007. Although the letter of award stated those conditions, the Company made a counter offer and paid 10%
of the land premium and stated that the balance would be paid upon receipt of environmental clearance. HDA
did not object to the Company’s counter offer and banked the Company’s cheque for 10% of the land premium.
However, HDA has not explicitly agreed to the revised terms.
The land survey, master planning and soil testing for the first 250 acres of the park are expected to begin in
December 2007 and construction of the first 250 acres of the park in all respects is expected to be completed by
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December 2010. The construction of the first 250 acres of the park is required to be completed within three
years of the Company getting possession of the land, which will occur on full payment of the land premium.
The initial 250 acre development will have a leaseable area of approximately 150 acres. The preliminary
estimated project cost for developing the initial 250 acres is Rs. 950 million, including the land premium. A
more detailed estimate of the project cost for the initial 250 acres will be prepared after the completion of the
detailed project report.
The Company expects to get a work order from the special purpose vehicle once it has been formed to construct
the entire 2,500 acre park for a price of approximately Rs. 5,000 million.
Financing
The development of the 2,500 acre park is expected to be financed by Rs. 2,000 million in equity from the
special purpose vehicle, a bank loan of Rs. 2,000 million and by internal accruals of approximately Rs. 5,500
million. As the special purpose vehicle for the project has not been formed yet, it has not yet applied for the
proposed bank loan.
For more information on the Subsidiaries and the Associate, please see the section titled “History and Certain
Corporate Matters” beginning on page 137 of this Draft Red Herring Prospectus.
Tendering for the Construction and Developer Businesses
We have a centralized tender department that is responsible for applying for all pre-qualifications and tenders.
The tender department evaluates our credentials vis-à-vis the stipulated eligibility criteria. We endeavor to
qualify on our own for projects in which we propose to bid. In instances where we do not qualify for a project
in which we are interested due to eligibility requirements relating to the size or scope of the project or other
reasons, we may seek to form strategic alliances or project-specific joint ventures with other relevant
experienced and qualified contractors, using the combined credentials of the cooperating companies to
strengthen our chances of pre-qualifying and winning the bid for the project.
A notice inviting bids may either involve pre-qualification, or short listing of contractors, or a post-qualification
process. In a pre-qualification or short listing process, the client stipulates technical and financial eligibility
criteria to be met by the potential applicants. Pre-qualification applications generally require us to submit details
about our organizational set-up, financial parameters (such as turnover, net worth and profit and loss history),
employee information, plant and equipment owned, portfolio of executed and ongoing projects and details in
respect of litigations and arbitrations in which we are involved. In selecting contractors for major projects,
clients generally limit the issue of tender to contractors they have pre-qualified based on several criteria,
including experience, technical ability and performance, reputation for quality, safety record, financial strength,
bonding capacity and size of previous contracts in similar projects. Pre-qualification is key to our winning major
projects and we continue to develop our pre-qualification status by executing a diverse range of projects and
building our financial strength.
If we pre-qualify for a project, the next step is to submit a financial bid. Prior to submitting a financial bid, we
carry out a detailed feasibility study of the proposed project, including performing a detailed study of the
technical and commercial conditions and requirements of the tender followed by a site visit. Our tendering
department determines the bidding strategy depending upon the type of contract. For example, in the event of
bid for a BOT project, we would appoint a competent consultant to design the project and provide us with
drawings to enable further analysis of the various aspects of the project. This allows us to make a more
informed bid. Similarly, a lump sum tender would entail quantity take-offs from the drawings supplied by the
clients.
A site visit enables us to determine the site conditions by studying the terrain and access to the site. Thereafter, a
local market survey is conducted to assess the availability, rates and prices of key construction materials and the
availability of labour and specialist sub-contractors in that particular region. Sources of key natural construction
materials, such as quarries for aggregates, are also visited to assess the availability, leads and quality of such
material. The site visit also allows us to determine the incidence and rates of local taxes and levies, such as sales
tax or value added tax, octroi and cess.
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Our representatives attend the pre-bid meetings convened by the clients, during which we raise any queries or
requests for amendments to certain conditions of the proposed contract. Any ambiguities or inconsistencies in
the document issued by the client are brought to the attention of the client for further clarification.
The tendering department invites quotations from vendors, sub-contractors and specialist agencies for various
items or activities in respect of the tender. This data supplements the data gathered by the market survey. The
gathered information is then analysed to arrive at the cost of items included in the bill of quantities. The
estimated cost of items is then marked up to arrive at the selling price to the client. The basis of determination of
the mark-up is based in part on the evaluation of the conditions of the contract.
Alternatively, the client may choose to invite bids through a post-qualification process wherein the contractor is
required to submit the financial bid along with the information mentioned above in two separate envelopes. In
such a situation, the client typically evaluates the technical bid or pre-qualification application initially and then
opens the financial bids only to those contractors who meet the stipulated criteria.
Competition
We operate in a competitive environment. Our competition depends on whether the project is in the construction
sector or developer sector. It also depends on a host of other factors, such as the type of project, contract value
and potential margins, the complexity and location of the project, the reputation of the client and the risks
relating to revenue generation. While service quality, technical ability, performance record, experience, health
and safety records and the availability of skilled personnel are key factors in client decisions among competitors,
price is often the deciding factor in most tender awards. We mainly compete with domestic Indian entities in the
different segments in which we operate. Some of our key competitors in the integrated construction and
developer sectors are IVRCL Infrastructures & Projects Ltd., Nagarjuna Construction Company Ltd.,
Consolidated Construction Consortium Limited, LANCO Infratech Ltd., Maytas Infra Ltd. and Soma Enterprise
Ltd. Some of our competitors may have significantly greater resources than those available to us. For details on
risks relating to our competition, see the risk factor entitled “We face significant competition” in the section
entitled “Risk Factors” on page 15 of this Draft Red Herring Prospectus.
Insurance
Our operations are subject to hazards inherent in providing engineering, construction and real estate
development services, such as risk of equipment failure, work accidents, fire, earthquake, flood and other force
majeure events, acts of terrorism and explosions, including hazards that may cause injury and loss of life, severe
damage to and the destruction of property and equipment and environmental damage. We may also be subject to
claims resulting from defects arising from engineering, procurement or construction services provided by us
within the warranty periods extended by us, which can range from 12 to 60 months from the date of
commissioning.
We obtain specialized insurance for construction risks and third party liabilities for most projects for the
duration of the project and the defect liability period. We generally maintain insurance covering our assets and
operations at levels that we believe to be appropriate. Risks of loss or damage to project works and materials are
often insured jointly with our clients.
Our significant insurance policies consist of coverage for risks relating to physical loss or damage as well as
business interruption loss. Loss or damage to our materials and property, including contract works, whether
permanent or temporary, and materials or equipment supplied by us or supplied to us, are generally covered by
“contractors’ all risks” insurance. Under our general public liability insurance policy, we are indemnified
against legal liability to pay damages for third party civil claims arising out of bodily injury or property damage
caused by an accident during the project in the course of business.
Under certain of our contracts, we are required to obtain insurance for the project undertaken by us, which, in
some cases, we have not obtained or we permitted such insurance policies to lapse prior to the completion of the
project. In some contracts, the insurance coverage had to be extended to the defects liability period. We have, in
some cases, let this lapse as well. In addition, when we sub-contract out our work to sub-contractors, our
agreements with them require them to comply with the insurance requirements set forth in the main contract
between us and the employer. However, we do not always insist on seeing the insurance policies that are
required to be obtained by our sub-contractors, so we cannot be assured that they always obtain the requisite
insurance. In the event that we or our sub-contractors do not have the insurance policies required under a
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contract, the employer has the right to terminate the contract if, after serving notice of breach on us, we or our
sub-contractor do not obtain the required insurance.
We also maintain vehicle insurance policies for all of our vehicles and workmen’s compensation policies for
each of our projects.
Our Employees
We believe that a well-trained, motivated and satisfied employee base is key to our competitive advantage. As
at June 30, 2007, we employed 1,111 full-time employees on a consolidated basis, of which 461, or 41.50%,
were engineers, including 13 members of our management team. As at June 30, 2007, 820 of our full-time
employees, or 74%, were employed at our various project sites, while the remainders were employed at our
corporate office or zonal/regional offices. The skill sets of our employees give us the flexibility to adapt to the
needs of our clients and the technical requirements of the various projects that we undertake. As at June 30,
2007, we did not have any temporary employees.
We are committed to the development of the expertise and know-how of our employees through regular
technical seminars and training sessions organized or sponsored by the Company. The Company ensures that its
employees are up-to-date with current trends in our industries and simultaneously work to improve each
employee’s efficiency and effectiveness, both as an individual and as a team member. To accomplish this,
competency mappings are performed for each employee, which is used to identify and categorize the training
requirements for each employee so that we can provide each employee with the relevant training programs.
Training takes the form of company-based programs, co-sponsored events with professional training agencies,
in-house training workshops and seminars. We offer training sessions at three different levels: management-
level, mid-level and elementary-level. Training sessions for management-level and mid-level employees are
offered from time to time at our headquarters, while Ramky foundation courses are offered locally or regionally
to lower-level employees.
In addition to recruiting employees who already have experience in their areas of focus, we also recruit
university students on campus for positions within our Company. For incoming recruits from universities, we
have formulated programs to groom them to deal with the various issues and become effective employees. This
is done through specially designed programs such as co-sponsored programs with professional training agencies,
function-wise induction and module-based training and mentoring.
To enhance our ability to attract, motivate and retain skilled employees, we instituted the Ramky Infrastructure
Limited Employee Stock Option Plan 2006. We also offer group mediclaim, group personnel accident policies
and employee deposit linked insurance to our permanent employees. None of our employees are in a union.
Moreover, we have not lost a day to industrial action in our history of operations. As such, we consider our
relations with our employees to be good.
Health, Safety and Environment
We are committed to complying with applicable Health, Safety and Environmental (“HSE”) regulations and
other requirements in our operations and have documented policies in place. Our policies are of particular
importance to us given that we operate the civil, environmental and social infrastructure for industrial parks that
we have designed, financed and built. In designing, building and operating such infrastructure, we maintain
strict adherence to HSE policies.
To help ensure effective implementation of our practices, at the beginning of every project we seek to identify
all potential material hazards, evaluate all material risks and institute, implement and monitor appropriate
controls. We believe that accidents and occupational health hazards can be significantly reduced through the
systematic analysis and control of risks and by providing appropriate training to management, employees and
sub-contractors. We seek to work proactively towards minimizing or eliminating the impact of hazards to people
and the environment. At large project sites, we employ safety personnel dedicated to helping ensure the
implementation of our HSE policies at such sites. Project managers are principally responsible for ensuring that
safety standards are met at small sites. Additionally, safety personnel are sent from the head office or other
project sites to monitor such sites.
Our achievements in the HSE area have lead to significant recognition, including receiving an Environmental
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Leadership Award by the United States – Asia Environmental Partnership in 2004 and the Safety Health and
Environment Performance Award by the Confederation of Indian Industry in 2005. This recognition has
enhanced our reputation as a significant player in field of designing, building and operating civil, environmental
and social infrastructure for industrial parks.
Our Properties
The Company’s registered office and corporate headquarters are located at Ramky House, Gulmohar Avenue,
Rajbhavan Road, Somajiguda, Hyderabad – 500 082, Andhra Pradesh, India. Ramky House comprises 12,373
square feet, of which the Company owns 5,436 square feet. The Company leases the other 6,937 square feet in
the building pursuant to a lease agreement dated December 21, 2006 with Ramky Estates and Farms Private
Limited, a Promoter Group company. The original term of the lease was for 11 months, after which the
Company has the option to renew the lease for an additional period of 12 months on mutually agreeable terms
and conditions. The Company is currently negotiating the terms of the additional 12-month lease. Under the
terms of the agreement, the Company has monthly rental obligations and is responsible for all taxes, cesses and
levies relating to the use of the property during the term of the lease.
We also lease office space in Hyderabad, Bangalore, Ahmedabad, Delhi, Kolkata, Mumbai, Chennai, Lucknow
and Bhopal for our zonal and regional offices. These lease agreements for have not been registered as required
under Indian law. The lease agreements are required to be registered under the provisions of the Indian Stamp
Act, 1899 and the Registration Act, 1908 and they may not be admitted as evidence in an Indian court until they
are duly registered. In addition, Ramky Engineering & Consulting Services (FZC), our subsidiary, leases office
space in Sharjah, United Arab Emirates
Our Intellectual Property
Our corporate logo is not registered as a trademark. We use it in common with our other Promoter Group
Companies. One of our Promoter Group Companies, namely, Ramky Finance and Investment Private Limited,
has filed an application with the registrar of trademarks for registration of the logo as a trademark in its name. It
has, however, given a no-objection letter to us in which it has confirmed that the Company has been using the
logo prior to the filing of the registration application and has also confirmed that it does not have any objection
to our continued use of the logo even after the registration of the trademark in its name.
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REGULATIONS AND POLICIES
Set forth below are certain significant regulations that govern our business:
Environmental and Labour Regulations
Depending upon the nature of the projects undertaken by the Company, applicable environmental and labour
laws and regulations include the following:
• Apprentices Act, 1961;

• Contract Labour (Regulation and Abolition) Act, 1970;
• Child Labour (Prohibition & Regulation) Act, 1986;
• Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996;
• Employer’s Liability Act, 1938;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• Inter State Migrant Workers Act, 1979;
• Minimum Wages Act, 1948;
• Payment of Wages Act, 1936;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• Shops and Commercial Establishments Acts, where applicable;
• Air (Prevention and Control of Pollution) Act, 1981;
• Environment Protection Act, 1986 and Environment (Protection) Rules, 1986;
• Hazardous Waste (Management and Handling) Rules, 1989;
• Hazardous Chemicals Rules, 1989; and
• Water (Prevention and Control of Pollution) Act, 1974.
A brief description of certain labour legislations is set forth below:
Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA”), requires establishments
that employ or have employed on any day in the previous 12 months, 20 or more workmen as contract labour to
be registered and prescribes certain obligations with respect to the welfare and health of contract labour.
The CLRA requires the principal employer of an establishment to which the CLRA applies to make an
application to the registering officer in the prescribed manner for registration of the establishment. In the
absence of registration, contract labour cannot be employed in the establishment. Likewise, every contractor to
whom the CLRA applies is required to obtain a licence and not to undertake or execute any work through
contract labour except under and in accordance with the licence issued.
To ensure the welfare and health of the contract labour, the CLRA imposes certain obligations on the contractor
including the establishment of canteens, rest rooms, drinking water, washing facilities, first aid facilities, other
facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the
principal employer is under an obligation to provide these facilities within a prescribed time period.
Penalties, including both fines and imprisonment, may be imposed for contravention of the provisions of the
CLRA.
The Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996
The Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996, as amended (the “Construction Workers Act”), provides for regulation of employment and conditions of
service of building and other construction workers including safety, health and welfare measures in every
establishment which employs or employed during the preceding year, 10 or more workers. However, it does not
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apply in respect of residential houses constructed for one’s own purpose at a cost of less than Rs. 1.0 million and
in respect of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply.
Each establishment to which the Construction Workers Act applies must be registered within a period of 60 days
from the commencement of work. Further, every employer must give notice of commencement of building or
other construction work 30 days in advance.
Comprehensive health and safety measures for construction workers have been provided through the Building
and Other Construction Workers (Regulation of Service and Conditions of Service) Central Rules, 1998. The
Construction Workers Act provides for constitution of safety committees in every establishment employing 500
or more workers with equal representation from workers and employers in addition to appointment of safety
officers qualified in the field. Any violation of the provisions for safety measures is punishable with
imprisonment for three months or a fine of a maximum of Rs. 2,000 or both. Continuing contraventions attract
an additional fine of Rs. 100 per day. The Construction Workers Act also provides for penalties for failure to
give notice of commencement of building or other construction work and obstruction of inspection, enquiry, etc.
Minimum Wages Act, 1948
State governments may stipulate the minimum wages applicable to a particular industry. The minimum wages
may consist of a basic rate of wages and a special allowance; or a basic rate of wages and the cash value of the
concessions in respect of supplies of essential commodities; or an all-inclusive rate allowing for the basic rate,
the cost of living allowance and the cash value of the concessions, if any.
Workmen are to be paid for overtime at overtime rates stipulated by the appropriate government. Contravention
of the provisions of this legislation may result in imprisonment for a term up to six months or a fine up to
Rs. 500 or both.
Payment of Bonus Act, 1965
Pursuant to the Payment of Bonus Act, 1965, as amended (the “Bonus Act”), an employee in a factory or in any
establishment where 20 or more persons are employed on any day during an accounting year, who has worked
for at least 30 working days in a year is eligible to be paid a bonus.
Contravention of the provisions of the Bonus Act by a company is punishable with imprisonment for a term of
up to six months or a fine of up to Rs. 1,000 or both, against persons in charge of, and responsible to the
company for the conduct of the business of the company at the time of contravention.
Payment of Gratuity Act, 1972
Under the Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”), an employee who has been in
continuous service for a period of five years will be eligible for gratuity upon his retirement or resignation,
superannuation or death or disablement due to accident or disease. However, the entitlement to gratuity in the
event of death or disablement will not be contingent upon an employee having completed five years of
continuous service. The maximum amount of gratuity payable may not exceed Rs. 350,000.
An employee in a factory is said to be ‘in continuous service’ for a certain period notwithstanding that his
service has been interrupted during that period by sickness, accident, leave, absence without leave, lay-off,
strike, lock-out or cessation of work not due to the fault of the employee. The employee is also deemed to be in
continuous service if the employee has worked (in an establishment that works for at least six days in a week)
for at least 240 days in a period of 12 months or 120 days in a period of six months immediately preceding the
date of reckoning.
Employees State Insurance Act, 1948
The Employees State Insurance Act, 1948 (the “ESI Act”) provides for certain benefits to employees in case of
sickness, maternity and employment injury. All employees in establishments covered by the ESI Act are
required to be insured, with an obligation imposed on the employer to make certain contributions in relation
thereto. In addition, the employer is also required to register itself under the ESI Act and maintain prescribed
records and registers.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
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The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (the “EPF Act”) provides for the
institution of compulsory provident fund, pension fund and deposit linked insurance funds for the benefit of
employees in factories and other establishments. A liability is placed both on the employer and the employee to
make certain contributions to the funds mentioned above.
Workmen’s Compensation Act, 1923
The Workmen’s Compensation Act, 1952 (the “WC Act”) provides for compensation of workers by their
respective employers in case of injury by accident arising out of and during the course of employment.
Maternity Benefit Act, 1951
The Act provides for leave and some other benefits to women employees in case of confinements or miscarriage
etc.
Equal Remuneration Act, 1979
The Act provides for payment of equal wages for equal work of equal nature to male or female workers and for
not making discrimination against female employees in the matters of transfers, training and promotions etc.
Industrial Employment (Standing Orders) Act, 1946
This Act is applicable to all establishments employing 100 or more workmen (employment size reduced by
some of the State and Central Government to 50). The Act provides for laying down rules governing the
conditions of employment by the Department on matters provided in the Act and getting the same certified by
the designated authority.
Child Labour (Prohibition and Regulation) Act, 1986
The Act prohibits employment of children below 14 years of age in certain occupations and processes and
provides for regulation of employment of children in all other occupations and processes. Under this Act the
employment of child labour in the building and construction industry is prohibited.
Inter-State Migrant Workmen’s (Regulation of Employment and Conditions of Service) Act, 1979
The Act is applicable to an establishment, which employs five or more inter-state migrant workmen through an
intermediary (who has recruited workmen from one State for employment in an establishment situated in
another State). The inter State migrant workmen, in an establishment to which this Act becomes applicable, are
required to be provided certain facilities such as housing, medical aid, travel expenses etc.
The Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996
All establishments who carry on any building construction work and employ 10 or more workers are covered
under this Act. The Department of the establishment is required to provide safety measures at the building or
construction site as well as other welfare measures, such as first aid facilities, ambulance, housing
accommodations etc.
A brief description of certain environmental legislations is set forth below:
The Environment (Protection) Act, 1986
The Act provides for the protection and improvement of environment and for matters connected therewith, and
the prevention of hazards to human beings, other living creatures, plants and property. ‘Environment’ includes
water, air and land and the inter-relationship which exists among and between water, air and land, and human
beings, other living creatures, plants, micro-organisms and property.
The Public Liability Insurance Act, 1991
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The Act provides for public liability insurance for the purpose of providing immediate relief to the persons
affected by accident occurring while handling hazardous substances and for matters connected herewith or
incidental thereto. Hazardous substance means any substance or preparation which is defined as hazardous
substance under the Environment (Protection) Act, 1986, and exceeding such quantity as may be specified by
notification by the Central Government.
The Water (Prevention and Control of Pollution) Act, 1974
The Act provides for the prevention and control of water pollution and the maintaining and restoring of
wholesomeness of water. ‘Pollution’ means such contamination of water or such alteration of the physical,
chemical or biological properties of water or such discharge of any sewage or trade effluent or of any other
liquid, gaseous or solid substance into water (whether directly or indirectly) as may, or is likely to, create a
nuisance or render such water harmful or injurious tso public health or safety, or to domestic, commercial,
industrial, agricultural or other legitimate uses, or to the life and health of animals or plants or of aquatic
organisms.
The Air (Prevention and Control of Pollution) Act, 1981
The Act provides for prevention, control and abatement of air pollution. ‘Air Pollution’ means the presence in
the atmosphere of any ‘air pollutant’, which means any solid, liquid or gaseous substance (including noise)
present in the atmosphere in such concentration as may be or tend to be injurious to human beings or other
living creatures or plants or property or environment.
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HISTORY AND CERTAIN CORPORATE MATTERS
The Company was incorporated as “Ramky Engineers Private Limited” on April 13, 1994 under the Companies
Act. Subsequently the name of the Company was changed to “Ramky Infrastructure Private Limited” pursuant
to a special resolution of the shareholders of the Company at an EGM held on June 16, 2003. The fresh
certificate of incorporation consequent upon the change of name was granted on June 17, 2003 by the RoC.
Subsequently, pursuant to a special resolution of the shareholders of the Company at an EGM held on June 23,
2003, the Company was converted to a public limited company and the word “private” was deleted from its
name. The certificate of incorporation to reflect the name change was issued on June 24, 2003 by the RoC.
Changes in the registered office
At the time of incorporation, the registered office of the Company was situated at D-4, 115, Shanthi Sikara
Apartments, Raj Bhavan Road, Somajiguda, Hyderabad 500 082, India. Subsequently, by a Board resolution
dated July 5, 1997 the registered office was shifted to 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue, Raj
Bhavan Road, Somajiguda, Hyderabad 500 082, India.
Major Events
Calander
Year Events
1995 • Expanded operations to include water and waste water segment projects.
1997 • Expanded operations to include government works in addition to private contracting.
1998 • Expanded operations to include segments like buildings, irrigation, roads and industrial structures.
• Crossed the Rs. 100 million mark in annual revenue.
2002 • Expanded area of operations with projects in the states of Tamil Nadu, Karnataka, Kerala,
Maharashtra, Gujarat, Rajasthan, Punjab, Delhi, Uttar Pradesh, West Bengal & Orissa.
2003 • Name of the Company changed from ‘Ramky Engineers Private Limited’ to ‘Ramky Infrastructure
Limited’.
• Entered into a PPP for infrastructure projects through Deheradun’s Inter-State Bus Terminal, a
private sector bus terminal on a BOT basis.
• Crossed the Rs. 1,000 million mark in annual revenue.
2005 • Received the ‘Best Contractor’ award from the government of Rajasthan.
• Mr. Alla Ayodhya Rami Reddy, received the ‘Engineer of the Year Award – 2005’ from the
government of Andhra Pradesh and the Institution of Engineers (India).
• Received the Indian Concrete Institute’s ‘2005 Outstanding Concrete Structure Award’ for Gandhi
Medical College and Hospital Complex in Hyderabad.
• Entered into an agreement with the Andhra Pradesh Housing Board for the development of an
integrated housing project at Gachibowli, Hyderabad with 13 lakh sq. ft. of residential space, 1.2
lakh sq. ft. of commercial space and a 20,000 sq. ft. club house.
• Commenced construction of one Asia’s largest sewage treatment plants (172 MLD) with uplift
anaerobic sludge blanket process, at Nagole Hyderabad.
2006 • Entered into a share subscription and shareholders’ agreement with SAPE and Tara India for
purchase of equity shares and securities of the Company.
• Received ISO – 9001:2000 certification for the west zone office of the Company.
• Expanded operations to include power transmission projects.
• Completed the construction of the Paryatak Bhavan Complex in Hyderabad, a venture with the
Andhra Pradesh Tourism Development Corporation.
• Entered into an agreement with the Andhra Pradesh Housing Board for the development of an
integrated housing project at Warangal.
2007 • Launched Ramky Hyderabad Ring Road Limited an SPV for the development and construction of
the Hyderabad Ring Road, a 150m wide road cum area development corridor with an 8 lane
controlled access expressway.
Main Objects
The main objects of the Company as contained in its Memorandum of Association are:
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1. To construct, build, develop, maintain, operate, own and transfer infrastructure facilities including
housing, roads, highways, flyovers, bridges, airports, ports, rail system, water supply projects,
irrigation projects, inland water ways and inland ports, water treatment systems, sea water desalination
plants, reverse osmosis systems, under ground drainage systems, solid waste management systems,
tertiary treatment plants, sanitation and sewerage systems or any other public facilities of a similar
nature; any project for generation and/or distribution of electricity or any other form of power, and any
telecommunication services and to deal with the same in any manner whatsoever in India or anywhere
in the world.
2. To collect, transport, treat, store, recycle & reuse and dispose wastes generated by various industries,
health care establishments and commercial establishments including solids, semi-solids, aqueous non-
aqueous liquids by establishing treatment storage disposal facilities or such other facilities required
thereon in India or anywhere in the world.
3. To carry on all or any of the businesses in India or elsewhere as manufacturers, designers, traders,
importers, exporters and dealers in all types of engineering goods & equipment including
environmental engineering equipment, pollution control both air, water and gas engineering equipment,
laboratory material & equipment, effluent treatment plant and all other acts and things as may be
necessary or incidental.
4. To carry on the business of builders, engineers, general construction, civil contractors, mechanical
contractors, design engineers, turnkey contractors, real estates and all other engineering work as may
be necessary or incidental.
5. To establish, provide maintain and conduct research laboratories and experimental workshops for
engineering research and experiments and carry out of tests of all kinds.
6. To carry on the business of consultants, advisors in areas of engineering mentioned in (1) to (5) above.
Amendments to the Memorandum of Association of the Company
Since the incorporation of the Company, the following changes have been made to its Memorandum of
Association:
Date Nature of Amendment

March 29, 1997 Increased the authorised share capital from Rs. 1,000,000 to Rs. 5,000,000.
February 22, 1999 Increased the authorised share capital from Rs. 5,000,000 to Rs. 10,000,000.
June 22, 2001 Increased the authorised share capital from Rs. 10,000,000 to Rs. 25,000,000.
June 16, 2003 Amendment of clause III of the MOA to enlarge the objects clause of the Company to
include development of infrastructure facilities and waste management as the main objects
of the Company.
June 17, 2003 Name of the Company was changed from “Ramky Engineers Private Limited” to “Ramky
Infrastructure Private Limited”.
June 24, 2003 The status of the company was changed to a public limited company from a private limited
company and accordingly the name of the Company was changed to “Ramky Infrastructure
Limited”.
November 28, 2006 Authorised share capital of Rs. 33,500,000 was altered into 3,24,09,450 Equity Shares,
2,000 Equity Shares with differential voting rights and 10,88,550 convertible, cumulative,
redeemable, participating preference shares of Rs. 10 each.
December 7, 2007 Increased the authorised share capital from Rs. 335,000,000 to Rs. 700,000,000 and altered
Articles of Association to comply with listing requirements of the NSE and BSE.
Material Agreements and Arrangements
Shareholders Agreement with SAPE and Tara India.
Our Company along with Mr. Alla Ayodhya Rami Reddy, Mr. Yancharla Ratnakar Nagaraja, Ms. A.
Dakshayani, Ms. Y.N. Madhu Rani, Mr. Alla Dasratha Rami Reddy, Mr. A. Veeraghavamma, Ramky Finance
& Investment Private Limited and Mr. Alla Ayodhya Rami Reddy on behalf of Master A. Sharan and Master A.
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Ishan (Collectively referred to as the “Members”), has entered into a subscription and shareholders agreement
dated November 24, 2006 with Sabre Abraaj Infrastructure Private Limited and Tara Indian Fund III
(collectively referred to as the “Investors”) (the “Shareholders Agreement”).
Certain provisions of the Shareholders Agreement are applicable only until the listing of the Equity Shares on a
recognized stock exchange (“Special Rights Period”) while certain other provisions of Shareholders
Agreement are also available to the Investor post listing of the Equity Shares.
Set forth below are the key terms of the Shareholders Agreement:
Transfer of shares: In the event the Members intend to transfer their shareholding during the Special Rights
Period then such shares will first be offered to the Investors. In the event the price quoted by the Investors for
purchase of the shares is not acceptable to the Members then the Members may transfer the shares to any third
party at a price higher than the one quoted by the Investors and on terms and conditions no less favourable than
those offered to the Investors. The Investors also have a tag along right and can require such third party to
purchase shares from Investors at the same price and terms and conditions offered by the third party to the
Members. The tag along right will also be available to the Investor for a period of 18 months after the Issue in
the event the transfer of shares by the Members results in a change in the control of the Company.
Restrictions on transfer and issue of shares of holding companies: During the Special Rights Period, the
Members shall not directly or indirectly transfer any of their shareholdings in any holding company or
subsidiary or affiliate of the Members that holds shares of the Company or issue any shares or buy back any
shares without Investors consent.
Anti dilution rights: During the special rights period the Investors will have a pre-emptive right to subscribe in
any issue of securities by the Company in proportion to their respective shareholdings Further, the Company
shall not issue any security to any person other than the Investors in terms more favourable than those provided
to the Investors under the Shareholders Agreement.
Board and the shareholders meeting: For a period of 18 months from the completion of the Issue both the
Investors shall have the right to appoint a nominee director each on the board of the Company and a valid
quorum of the Board requires presence of both the nominee directors of the Investors. Mr. Alla Ayodhya Rami
Reddy would continue to be the executive chairman of the Company for a period of 18 months from the
completion of the Issue. A valid quorum for the shareholders meeting requires the presence of at least one
representative of the investors. None of the fundamental issues would be considered in a shareholders meeting
unless one representative of the Investors is present in the meeting.
Fundamental issues: For a period of 18 months from the completion of the Issue we need to obtain the Investors
consent for transacting certain business at the Board meeting or shareholders meeting of the Company which
inter alia, include the following:
• Declaration of dividend
• Change in the capital structure of the Company
• Creation or adoption of any equity option plan
• Winding up, liquidation of the Company
• Change in the registered office of the Company
Investments rights: For a period of 18 months after the completion of the Issue the Investors will have the right
of first offer to invest in equity of the affiliates (As defined in the Shareholders Agreement) of the Company or
Members engaged in the business of waste management.
Appointment of auditors: For a period of 18 months after completion of the Issue the Investors shall have the
right to appoint the statutory auditors of the company from the accounting firms listed in the SHA.
Non-compete and non-solicitation: The Members have agreed not to compete with the business of the
Company.
Restriction on equity participation in future SPV: No affiliate of the Members shall participate in the equity of
the future SPVs and subsidiaries set up for the purposes of the Company’s business, including the execution of
build, operate, transfer projects, public private partnerships etc. provided that in the event the company does not
139
meet the technical qualification on a stand alone basis, the company may with the Investor’s consent allow an
affiliate of the Member to participate in the equity of a future SPV.
Most favorable rights: So long as the Investors hold shares in the Company, the Company and the Members
shall not, without the Investors consent grant rights to any person, other than the rights which are subordinate to
those granted to the Investors.
Share purchase agreement between Mr. Alla Ayodhya Rami Reddy with International Finance Corporation
Mr. Alla Ayodhya Rami Reddy has entered into a share purchase agreement with International Finance
Corporation (“IFC”) on December 7, 2007 pursuant to which Mr. Reddy has undertaken to transfer worth US$
3 million Equity Shares held by him to IFC subject to certain terms and conditions inter alia as mentioned
below:
1. The Company will undertake an initial public offer within two years from the date of its purchase of
Equity Shares (“IFC Shares Purchase”).
2. From the expiry of 6 months from the date of IFC Shares Purchase or filing of the RHP by the
Company, IFC shall have the right to require Mr. Reddy to purchase Equity Shares held by IFC at the
price calculated in accordance with the share purchase agreement.
3. Till such time as the IPO does not take place, Mr. Reddy shall continue to hold at least 51% of the paid
up share capital of the Company and shall not directly or indirectly transfer any his shareholding in the
Company which may result in shareholding reducing to less than 51%, with IFC’s prior written
consent.
4. In the event Mr. Reddy transfers his shareholding in the Company prior to the completion of the IPO,
IFC shall have the right to tag along in as much as they can call upon the purchaser to buy
proportionate number of shares from IFC.
Non-Compete Undertaking
Ramky Estates and Farms Private Limited has executed a non-compete undertaking, dated December 10, 2007
in favour of the Company. Ramky Estates and Farms Private Limited, is engaged in the business of builders,
engineers, general construction, civil, mechanical, contractors, design engineers and turnkey contractors. As per
the undertaking, Ramky Estates and Farms Private Limited has agreed not to compete with the Company in the
business of integrated construction and infrastructure development and management in India with a strategic
emphasis on environmental oriented projects.
Subsidiaries, Joint Ventures and Associates
Subsidiaries
The following are the subsidiaries of the Company:
1. MDDA-Ramky IS Bus Terminal Limited;

2. Ramky Engineering & Consulting Services FZC;
3. Gwalior Bypass Project Limited;
4. Ramky Hyderabad Ring Road Limited;
5. Ramky Towers Limited;
6. Ramky Pharma City (India) Limited;
7. Ramky Food Park (Chhattisgarh) Limited;
8. Ramky Herbal and Medicinal Park (Chhattisgarh) Limited;
9. Ramky Gems and Jewellery Park (Chhattisgarh) Limited; and
10. Ramky Enclave Limited.
Joint Ventures
The following are the joint venture companies of the Company:
140
1. Ramky VSM JV; and
2. Ramky WPIL JV.
Subsidiaries
MDDA-Ramky IS Bus Terminal Limited
MDDA-Ramky IS Bus Terminal Limited (“MDDA-Ramky”) was incorporated on August 20, 2003 under the
Companies Act, and has its registered office at 6-3-1089/G/10&11, Ramky House, Gulmohar Avenue,
Rajbhavan Road, Somajiguda, Hyderabad 500 082. MDDA-Ramky is engaged in the business of building,
developing, operating, owning and transferring infrastructure facilities in relation to any project for the Mussorie
Dehradun Development Authority.
Shareholding Pattern
The shareholding pattern of MDDA-Ramky as of November 30, 2007 was as follows:
Name of Shareholder No. of Shares % of Issued

Capital
Ramky Infrastructure Limited 9,660,009 99.08
Mr. Alla Ayodhya Rami Reddy* 9,999 0.11
Mr. Yancharla Ratnakar Nagaraja* 9,999 0.10
Mr. Perumal Ponnu Raj* 9,999 0.10
Mr. G.V. Raghava Rao* 9,999 0.10
Ms. A. Dakshyani* 9,999 0.10
Mr. M. Vasudeva Reddy* 9,999 0.10
Mr. Alla Ramakrishna Reddy* 9,999 0.10
Mr. Alla Peri Reddy* 9,999 0.10
Mr. M. Gowtham Reddy* 9,999 0.11
Total(1) 9,750,000 100.00
__________
* Nominee of Ramky Infrastructure Limited
(1) These shares have been pledged in favour of Infrastructure Development Finance Company Limited, Mumbai, Hyderabad
for a loan availed by MDDA-Ramky.
There has been no change in the capital structure of MDDA-Ramky in the last six months.
Board of Directors
The board of directors of MDDA-Ramky as of November 30, 2007 comprises Mr. Yancharla Ratnakar
Nagaraja, Mr. A. Peri Reddy and Mr. M. Gowtham Reddy.
Financial Performance
The financial results of MDDA-Ramky for the years ended March 31, 2005, 2006 and 2007 are set forth below:
(Rs. in Millions)
For the period ended March 31
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 7.83 12.98 12.73
Profit (Loss) after Tax (6.86) (6.85) (6.63)
Equity Share Capital 83.23 83.23 97.50
Preference Share Capital NIL NIL NIL
Reserves and surplus (excluding (7.03) (13.82) (20.40)
revaluation reserves) (1)
Earnings (Loss) per share – Basic(2) 2.41 0.82 0.74
Book Value per (share in Rupees ) 9.16 8.34 7.91
Total Assets(3) 156.11 165.03 224.18
__________
(1)
Net of miscellaneous expenditure not written off.
141
(2)
The face value is Rs. 10/- per equity share.
(3)
Excluding miscellaneous expenditure not written off and debit balance of profit and loss account.
Ramky Engineering & Consulting Services FZC
Ramky Engineering & Consulting Services FZC (“Ramky FZC”) was incorporated on May 30, 2006 as a free
zone company with limited liability pursuant to Emiri Decree No. 2 of 1995 in accordance with the provisions
of the Implementation Procedures of the Free Zone Company issued by Sharjah Airport International Free Zone
authority in the Sharjah Airport International Free Zone and has its registered office at Executive Suite, P.O.
Box No. 120347, Sharjah Airport International Free Zone, Sharjah, United Arab Emirates. Ramky FZC is
currently engaged in the business of offering consultancy services in the field of engineering.
The shareholding pattern of Ramky FZC as of November 30, 2007 was as follows:

Capital
Ramky Infrastructure Limited 1,470 98.00
Mr. Alla Ayodhya Rami Reddy* 15 1.00
Mr. M. Gowtham Reddy* 15 1.00
Total 1,500 100.00
__________
There has been no change in the capital structure of Ramky FZC in the last six months.
Board of Directors
The board of directors of Ramky FZC as of November 30, 2007 comprises Mr. Alla Ayodhya Rami Reddy and
Mr. M. Gowtham Reddy.
The financial results of Ramky FZC for the year ended March 31, 2007 are set forth below:
( Dirhams in millions)
For the period ended March 31, 2007
Income/Sales Nil
Profit (Loss) after Tax (0.39)
Equity Share Capital 0.15
Preference Share Capital NIL
Reserves and surplus (excluding revaluation (0.39)
reserves)(1)
Earnings (Loss) per share – Basic(2) (260.51)
Book Value per share (160.51)
Total Assets(3) 0.11
__________
(1)
(2)
The face value is UAE Dirhams 100/- per equity share.
(3)
Gwalior Bypass Project Limited
Gwalior Bypass Project Limited (“Gwalior Bypass”) was incorporated as a private limited company on June
23, 2006 under the Companies Act, and has its registered office at 370-371/2, Sahi Hospital Road, Jangpura,
Bhogal, New Delhi 110 014, India. Gwalior Bypass was converted into a limited company on March 21, 2007.
142
Gwalior Bypass is currently engaged in the business of infrastructure development specifically the development
of roads, culverts, highways, expressways including traffic management system, bridges, intra-urban and or
peri-urban roads, fly-overs, bus and truck terminals, sub-ways, convention, fuel stations, golf courses,
amusement parks, or other activities being an integral part of highway projects.
The shareholding pattern of Gwalior Bypass as of November 30, 2007 was as follows:

Capital
Ramky Infrastructure Limited(1) 25,500 51.00
Mr. H.S. Bharana 12,600 25.20
Shriram Chits Private Limited 5,000 10.00
Era Construction India Limited 3,900 7.80
Ms. Rekha Bharana 1,000 2.00
Ms. Rashmi Bharana 1,000 2.00
Mr. Amit Bharana 1,000 2.00
Total 50,000 100.00
__________
(1)
These shares have been pledged in favour of a consortium of lenders consisting of Punjab National Bank (consortirum
leader), Indian Infrastructure Finance Company Limited, Central Bank of India and Punjab & Sind Bank for loans
availed by Gwalior Bypass Project Limited.
There has been no change in the capital structure of Gwalior Bypass in the last six months.
Board of Directors
The board of directors of Gwalior Bypass as of November 30, 2007 comprises Mr. Yancharla Ratnakar
Nagaraja, Mr. J. L. Khushu, Mr. P. P. Mianra Mr. Ajay Kumar Mishra, Mr. M Gowtham Reddy and Mr.
Dhiresh Nigam.
The financial results of Gwalior Bypass for the year ended March 31, 2007 are set forth below:
(Rs. in Millions)
For the period ended March 31, 2007
Rs.
Income/Sales 5.09
Profit (Loss) after Tax 3.37
Preference Share Capital NIL
Reserves and surplus (excluding 3.37
revaluation reserves)(1)
Earnings (Loss) per share - Basic(2) 207.56
Book Value per share 77.42
Total Assets(3) 431.06
__________
(1)
(2)
(3)
Ramky Hyderabad Ring Road Limited
Ramky Hyderabad Ring Road Limited (“Ramky HRR”) was incorporated on July 18, 2007 under the
Companies Act and has its registered office at 6-3-1089/G/10&11, Gulmohar Avenue, Rajbhavan Road,
Somajiguda, Hyderabad 500 082. Ramky HRR is currently engaged in the business of designing, constructing,
developing, financing, operating and maintaining an eight lane access controlled expressway in the State of
Andhra Pradhesh.
143
The shareholding pattern of Ramky HRR as of November 30, 2007 was as follows:
Name of Shareholder No. of Shares % of Issued Capital

Elsamex S.A. 13,000 26.00
Mr. J. Krishna Reddy* 1 0.00
Ms. M. Udaya Kumari* 1 0.00
Mr. V. Venkateswara Rao* 1 0.00
Mr. S. Vijaya Rami Reddy* 1 0.00
Total 50,000 100.00
__________
* Nominee of Ramky Infrastructure Limited.
There has been no change in the capital structure of Ramky HRR in the last six months.
Board of Directors
The board of directors of Ramky HRR as of November 30, 2007 comprises Mr. A.P. Kurien, Mr. Yancharla
Ratnakar Nagaraja and Mr. M. Gowtham Reddy.
The financial results of Ramky HRR are not available as it has been incorporated in July 2007.
Ramky Towers Limited (“Ramky Towers”) was incorporated on July 26, 2007 under the Companies Act and
has its registered office at 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue, Raj Bhavan Road, Somajiguda,
Hyderabad 500 082, India. Ramky Towers is currently engaged in the business of developing, constructing,
operating and maintaining a township at Gachibowli, Hyderabad.
The shareholding pattern of Ramky Towers as of November 30, 2007 was as follows:

Mr. Yancharla Ratnakar Nagaraja* 9 00.02
Mr. S. Vijaya Rami Reddy * 9 00.02
Ms. A. Dakshyani* 9 00.02
Mr. Alla Peri Reddy* 9 00.02
Ms. A. Rama Devi* 9 00.02
Ms. A. Radha Devi* 9 00.02
Ramky Estates and Farms Private Limited 24,437 48.86
Total 50,000 100.00
__________
* Nominee of Ramky Estates and Farms Private Limited.
There has been no change in the capital structure of Ramky Towers in the last six months.
Board of Directors
The board of directors of Ramky Towers as of November 30, 2007 comprises Mr. V.V. Rao, Mr. Peri Reddy
and Mr. M. Gowtham Reddy.
144
The financial results of Ramky Towers are not available as it has been incorporated in July 2007.
Ramky Pharma City (India) Limited (“Ramky Pharma City”) was incorporated on March 11, 2004 under the
Companies Act and has its registered office at 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue, Raj Bhavan
Road, Somajiguda, Hyderabad 500 082, India. Ramky Pharma City is currently engaged in the business of
developing a pharma city project at Parawada Village, Andhra Pradesh, India.
The shareholding pattern of Ramky Pharma City as of November 30, 2007 was as follows:

(1)
Ramky Infrastructure Limited 9,129,000 50.72
Ramky Estates and Farms Private Limited 6,840,000 38.00
Andhra Pradesh Industrial Infrastructure Corporation Limited 1,980,000 11.00
Mr. Yancharla Ratnakar Nagaraja* 3,000 0.01
Mr. Perumal Ponnu Raj* 3,000 0.01
Ms. A. Rama Devi* 3,000 0.01
Ms. A. Dakshyani* 3,000 0.02
Ms. P. Nagamalleswari* 3,000 0.02
Ms. A. Radha Devi* 3,000 0.02
Ms. M. Udaya Kumari* 3,000 0.02
Mr. A. Peri Reddy* 3,000 0.02
Total 18,000,000 100.00
__________
* Nominee of Ramky Infrastructure Limited.
(1)
8,942,000 equity shares have been pledged in favour of UTI Bank Limited, Hyderabad for a loan availed by Ramky
Pharma City.
There has been no change in the capital structure of Ramky Pharma City in the last six months.
Board of Directors
The board of directors of Ramky Pharma City (India) Limited as of November 30, 2007 comprises Mr. Alla
Ayodhya Rami Reddy, Dr. K.S.M. Rao, Mr. M. Gowtham Reddy and Mr .Sandeep Kumar Sultania, Nominee
Director of APIIC.
The financial results of Ramky Pharma City for the years ended March 31, 2005, 2006 and 2007 are set forth
below:
(Rs. in Millions)
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 0.15 1.96 946.43
Profit (Loss) after Tax (2.41) (4.32) 13.53
Preference Share Capital including NIL NIL NIL
share application money
Reserves and surplus (excluding (2.55) (7.25) 5.95
revaluation reserves)(1)
Earnings (Loss) per share - Basic( (2) (47.35) (84.73) 1.58
Book Value per share (40.00) (132.25) 10.33
Total Assets(3) 223.39 931.57 1478.44
__________
(1)
145
(2)
(3)
Ramky Food Park (Chhattisgarh) Limited
Ramky Food Park (Chhattisgarh) Limited (“Ramky Food Park”) was incorporated on September 14, 2007
under the Companies Act, and has its registered office at R-IX, Anupam Nagar, Raipur 492 001, India. Ramky
Food Park is currently engaged in the business of developing, designing, marketing, operating and maintaining
the food processing park on a BOT basis.
The shareholding pattern of Ramky Food Park as of November 30, 2007 was as follows:

Ramky Infrastructure Limited 49, 994 100.00
Mr. S. Vijaya Rami Reddy * 1 0. 00
Mr. J. Krishna Reddy* 1 0. 00
Mr. M. Gowtham Reddy* 1 0. 00
Mr. Alla Perri Reddy* 1 0. 00
Dr. K.S.M Rao* 1 0. 00
Total 50,000 100.00
__________
There has been no change in the capital structure of Ramky Food Park in the last six months.
Board of Directors
The board of directors of Ramky Food Park as of November 30, 2007 comprises Mr. M. Gowtham Reddy, Dr.
K. Surya Mohan Rao and Mr. P. Eshwar Reddy.
The financial results of Ramky Food Park are not available as it has been incorporated in September 2007.
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited (“Ramky Medicinal Park”) was incorporated on
September 14, 2007 under the Companies Act, and has its registered office at R-IX, Anupam Nagar, Raipur
492001, India. Ramky Medicinal Park is currently engaged in the business of developing, designing, marketing,
operating and maintaining the herbal and mdecinal park comprising industrial units and infrastructure on a BOT
basis.
The shareholding pattern of Ramky Medicinal Park as of November 30, 2007 was as follows:

Mr. Yancharla Ratnakar Nagaraja* 1 0. 00
Dr. K.S.M Rao* 1 0. 00
Total 50,000 100.00
__________
146
There has been no change in the capital structure of Ramky Medicinal Park in the last six months.
Board of Directors
The board of directors of Ramky Medicinal Park as of November 30, 2007 comprises Mr. K. Surya Mohan Rao
and Mr. M. Gowtham Reddy and Mr. Ishwar Reddy.
The financial results of Ramky Medicinal Park are not available as it has been incorporated in September 2007.
Ramky Gems and Jewellery Park (Chhattisgarh) Limited
Ramky Gems and Jewellery Park (Chhattisgarh) Limited (“Ramky Gems and Jewellery Park”) was
incorporated on September 14, 2007 under the Companies Act, and has its registered office at R-IX, Anupam
Nagar, Raipur 492001, India. Ramky Gems and Jewellery Park is currently engaged in the business of
developing, designing, marketing, operating and maintaining the gems and jewellery park comprising industrial
units and infrastructure on a BOT basis.
The shareholding pattern of Ramky Gems and Jewellery Park as of November 30, 2007 was as follows:

Dr. K.S.M Rao* 1 0. 00
Total 50,000 100.00
__________
There has been no change in the capital structure of Ramky Gems and Jewellery Park in the last six months.
Board of Directors
The board of directors of Ramky Gems and Jewellery Park as of November 30, 2007 comprises Dr. K.S.M Rao,
Mr. M. Gowtham Reddy and Mr. P. Eshwar Reddy.
The financial results of Ramky Gems and Jewellery Park are not available as it has been incorporated in
September 2007.
Ramky Enclave Limited (“REL”) was incorporated on November 2, 2007 under the Companies Act, and has its
registered office at 6-3-1089/G/10 & 11, Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad 500 082,
India. REL is currently engaged in the business of developing, designing, marketing, of Modern Township at
Warangal, Andhra Pradesh.
Shareholding Pattern,
The shareholding pattern of REL as of November 30, 2007 was as follows:

147
Mr. Alla Peri Reddy* 1 0.01
Ramky Estates and Farms Private Limited 5,495 10.95
Total 50,000 100.00
There has been no change in the capital structure of REL in the last six months.
Board of Directors
The board of directors of REL as of November 30, 2007 comprises the following:
1. Mr. Y.R Nagaraja

2. Mr. A. Peri Reddy
3. Mr. S. Vijaya Rami Reddy
The financial results of REL are not available as it has been incorporated in November 2007.
All of the Subsidiaries are unlisted companies and have not made any public issue (including any rights issue to
the public) in the preceding three years. They have not become sick companies under the meaning of SICA, are
not under winding up and do not have negative net worth.
Joint Ventures
Ramky-VSM JV
Ramky Infrastructure Limited and Mr. V. Satyamurthy entered into a joint venture agreement pursuant to which
Ramky-VSM JV was set up as an association of persons on September 4, 2004 for the purpose of infrastructure
development particularly water resources development for projects of medium size packages. The principal
office of the joint venture is at 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue, Raj Bhavan Road,
Somajiguda, Hyderabad 500 082, India.
As of October 31, 2007, Ramky Infrastructure Limited and Mr. V. Satyamurthy hold a 75% and 25%
participation interest respectively in the joint venture.
The following table sets forth audited summary financial data in accordance with Indian GAAP:
(Rs. in Millions)
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 0.00 309.838 465.413
Profit (Loss) after Tax (0.001) 4.244 16.064
Total Assets 63.679 44.573 27.530
Ramky-WPIL JV
Ramky Infrastructure Limited and WPIL (the “JV Partners”) entered into a joint venture agreement dated April
13, 2005, pursuant to which Ramky-WPIL JV was set up as an association of persons for the purpose of
preparing and submitting tenders and for executing works like setting up pumping stations and execution of
connected civil, electrical and mechanical works at Aliminate Madhava Reddy Project in Nalgonda District,
Andhra Pradesh. The principal office of the joint venture is at 6-3-1089/G/10 & 11, 1st floor, Gulmohar Avenue,
Raj Bhavan Road, Somajiguda, Hyderabad 500 082, India.
The Andhra Pradesh Irrigation & CAD Department awarded the works of pumping station of Aliminate
Madhava Reddy Project on January 6, 2007. Subsequently, the JV Partners entered into an agreement dated
148
August 14, 2007, for the purpose of undertaking the works so awarded and to determine the relationship
between the JV Partners. Herein it was agreed that Ramky would pay WPIL a consideration of Rs. 468.9 million
for carrying out all the works so awarded, whereas Ramky will be entitled to the profits. The participation
interest of the JV partners thus stands modified.
The financial statements of Ramky-WPIL JV are not available as it commenced operations after March 31,
2007.
149
OUR MANAGEMENT
Under the Articles of Association, the Company cannot have lesser than three directors and more than 12
directors. The Company currently has ten directors.
The following table sets forth details regarding the Board of Directors as of the date of this Draft Red Herring
Prospectus.
Name, Designation, Father’s

Name, Occupation, DIN Age and Address Other Directorships
Mr. Alla Ayodhya Rami Reddy 44 years • Ramky Finance and Investment Pvt. Ltd.
• Ramky Enviro Engineers Ltd.
Executive Chairman • Ramky Estates and Farms Pvt. Ltd.
Plot no. 238-A-C 1, • Ramky Engineering and Consulting Services
S/o Mr. Alla Dasaratha Rami New MLA’s Colony, FZC
Reddy Road no. 12, Banjara Hills, • Mumbai Waste Management Ltd.
Hyderabad 500 034, • Ramky Pharma City (India) Ltd.
Business India.
• SembRamky Environmental Management
Pvt. Ltd.
DIN: 00251430
• Smilax Laboratories Ltd.
• Ramky Reclamation and Recycling Ltd.
Mr. Yancharla Ratnakar 44 years • Ramky Finance and Investment Pvt. Ltd.
Nagaraja • MDDA-Ramky IS Bus Terminal Ltd.
• Gwalior Bypass Project Ltd.
Managing Director No. 6-3-661/1/K/1and2, • Ramky Hyderabad Ring Road Ltd.
Flat no. 101, Jyothi Abode, • Ramky Enclave Ltd.
S/o Mr. Y.K. Rathnakar Kapadia Lane, Somajiguda, • Ramky Integrated Township Ltd.
Hyderabad 500 082,
Business India.
DIN: 00009810
Mr. Ravi Kant 45 years • Ramky Global Solutions Pvt. Ltd.

• SembRamky Environmental Management
Non-Executive Director Pvt. Ltd.
Flat no. 502, Block 1, • Ramky Enviro Engineers Ltd.
S/o Mr. Kailash Chandra 4th floor, Alpine Height, • Ramky Reclamation and Recycling Ltd.
Singhal Near Villa Marie College, • West Bengal Waste Management Ltd.
Somajiguda, • Ramky International Singaore Pte. Ltd.
Business Hyderabad 500 082,
• Mumbai Waste Management Ltd.
India.
• Tamil Nadu Waste Management Ltd.
DIN: 00926532
• Ramky Energy and Environment Ltd.
Mr. Rajiv Maliwal 47 years • Centurion Bank of Punjab Limited

• Lotus India Asset Management Company
Non-Executive Director Pvt. Ltd.
(Nominee of SAPE) 61, Grange Road,
06-01, Baverly Hill,
S/o Mr. Prakash Maliwal Singapore 249 570.
Business
DIN: 00869035
Dr. Archana Niranjan 42 years • Schoolnet Haryana Education and Training

Hingorani Services Pvt. Ltd.
• Bharat Fritz Werner Ltd.
Non-Executive Director No. 10, Jeevan Dhara, • Gokaldas Images Pvt. Ltd.
(Nominee of Tara India) Dr. Ambedkar Road, • Gayatri Projects Ltd.
Bandra (West), • Continental Warehouse Corporation (Nhava
D/o Mr. Niranjan Lilaram Mumbai 400 050, India.
150
Hingorani Seva) Ltd.
• Hem Infrastructure Pvt. Ltd.
Business • Konaseema EPS Oakwell Power Ltd.
• IL & FS Property Management Services Ltd.
DIN: 00028037 • IL & FS Urban Infrastructure Managers Ltd.
• IL & FS Trust Company Ltd.
• IL & FS Ecosmart Ltd.
• IL & FS Investment Managers Ltd.
• IL & FS Education and Technology Services
Ltd.
• IL & FS Portfolio Management Services Ltd.
• Unitech Amusement Parks Ltd.
• International Recreations Parks Pvt. Ltd.
• QVC Realty Pvt. Ltd.
• M.K. Malls & Developers Pvt. Ltd.
• Island Star Mall Developers Pvt. Ltd.
• Neelkamal Realtors Tower Pvt. Ltd.
Mr. Kamlesh Shivji Vikamsey 47 years • Centurion Bank of Punjab Ltd.

• Navneet Publications (India) Ltd.
Independent Director • Lotus India Trustee Company Pvt. Ltd.
No.194, 19th floor, A-wing, • HLB Technologies (Mumbai) Pvt. Ltd.
S/o Mr. Shivji Kunverji Kalpataru Habitat, • HLB Offices & Services Pvt. Ltd.
Vikamsey Dr. S.S. Rao Road, Parel, • General Insurance Corporation of India
Business
DIN: 00059620
Mr. V. Murahari Reddy 64 years Nil
Independent Director
C/77, Madhuranagar,
S/o Mr. V. Bala Subba Reddy S.R. Nagar P.O., Hyderabad
500 038, India.
Professional
DIN: 01865148
Dr. P.G.Sastry 70 years Nil
Independent Director 1-8-678/A/1 (New No.98)

Padma colony, Nallakunta,
S/o Mr. P. Sreeramulu Hyderabad 500 044,
India.
Professional
DIN: 01890172
Mr. P.V. Narasimham 66 years • Credit Analysis and Research Limited

• National Securities Clearing Corporation Ltd
Independent Director 1303, Aushutosh, Near • Swarna Tollways Private Limited
Neelkanth Vihar, New Tilak • Appu Hotels Limited
S/o Mr. P. Venkateswarlu Marg, Chembur (West), • SARK Systems Limited
Mumbai 400 089, India. • Shree Maheshwar Hydel Power
Professional
• Taj Tristar (a unit of Sundar Tajmahal Hotels
Pvt. Ltd.)
DIN: 00046977
• Ashoka Developers and Builders Ltd.
Mr. V. Harish Kumar 40 years • Tanla Solutions Ltd.

• Nettlinx Ltd.
Independent Director Flat No.303, Vineyard’s
151
Whiteline Apartments, Plot
S/o Mr. U.R. Ramanathan No.341 & 343,
Defence Colony, Sainikpuri,
Professional Secunderabad 500 094,
India.
DIN: 00887484
Brief Profile of the Directors
Mr. Alla Ayodhya Rami Reddy, 44 years, is the Chairman of the Company. He is the founder/promoter of our
Company and has been on the Board since its incorporation. He holds a bachelor’s degree in civil engineering
from Karnataka University and a masters degree in civil engineering from Osmania University. He has 23 years
of experience in the field of environmental services, civil works, bio-medical waste and hazardous waste
management. He has worked for various water, waste water and engineering projects, notably with Gannon
Dunkerly & Co., Reliance Industries Ltd. during the years 1984 to 1988 and has also worked for various
projects on Turnkey EPC basis till 1995.He is currently responsible for strategy and direction of the Company.
He has several distinctions to his portfolio including being accredited with best “Engineer of the year award” in
2005. He also started the Ramky Foundation which supports the needy through various schemes related to
empowerment of women, awareness camps for social causes, career counselling, communication skills,
environment management and providing financial aid for educational activities etc.
Mr. Yancharla Ratnakar Nagaraja, 44 years, is the managing Director of the Company. He has been a
Director of the Company since its incorporation in 1994 and has been the managing Director since 1996. He
holds a bachelor’s degree in civil engineering from Karnataka University. He has 22 years of experience in the
field of environment and solid waste management. His experience in the field includes positions he has held
with the Public Works Department of the State of Karnataka, Mandanlal Steels Limited and Navega Engineers
Private Limited. He has to his credit the successful implementation of a number of civil infrastructure and
environmental projects. He is currently responsible for overall management of the Company.
Mr. Ravi Kant, 45 years, is a non-executive Director of the Company. He was appointed as a Director in
December, 2006. He holds a bachelor’s degree in civil engineering from IIT Roorkee and a masters degree in
economics from the University of Manchester, United Kingdom. He joined the Indian Administrative Service,
West Bengal Cadre in 1985 and resigned in 2006. He has held various positions in the Government some of
which include being collector of the Howrah district and being member secretary of the West Bengal Pollution
Control Board.
Mr. Rajiv Maliwal, 47 years, is a non-executive Director of the Company. He was appointed as a Director in
December, 2006. He holds a degree in mechanical engineering (honours) from Birla Institute of Technology and
Science, Pilani and a masters degree in business administration from IIM, Bangalore. He was cofounder of
Sabre Capital Worldwide Incorporated and has experience in managing large and varied operating businesses in
the financial services industry in Asia. He has previously worked with Lotus India, Standard Chartered Bank in
Singapore, ANZ Grindlays, Goldman Sachs in Hong Kong, JP Morgan in Singapore and Citibank India.
Dr. Archana Niranjan Hingorani, 42 years, is a non-executive Director of the Company. She was appointed
as a Director in December, 2006. She holds a masters degree in business administration and a Ph.D. in finance
from the University of Pittsburgh, USA. She is presently the executive director of IL&FS Investment Managers
Ltd. and has over 21 years of experience in financial services, teaching and research, with a focus on private
equity, project finance and financial restructuring and a specialization in infrastructure, manufacturing and more
recently in real estate projects. She is one of the founding members of the IL&FS private equity business and
has been associated with the IL&FS group of companies for 14 years in various capacities.
Mr. Kamlesh Shivji Vikamsey, 47 years, is an independent Director of the Company. He was appointed as a
Director in March, 2007. He has been a chartered accountant by profession since 1982. He has served on various
expert committees set up by the Finance Ministry, Reserve Bank of India as well as the Securities and Exchange
Board of India and has also served on the Steering Committee of the United Nations. Previously, he was the
President of the Institute of Chartered Accountants of India, New Delhi and a part time member of the Insurance
Regulatory and Development Authority of India. At present he is a senior partner in Khimji Kunverji &
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Company, Chartered Accountants, Mumbai, president of the Confederation of Asian and Pacific Accountants,
Hong Kong and a board member of the International Federation of Accountants, New York.
Mr. V. Murahari Reddy, 64 years, is an independent Director of the Company. He was appointed as a Director
in October, 2007. He holds a bachelor’s degree in civil engineering (honours) from S.V. University Tirupati. He
has worked in various positions in Roads & Buildings Department, Government of Andhra Pradesh and retired
as engineer-in-chief (R&B). He was also worked as Commissioner, Commissionerate of Tenders Govt. of A.P.
He was the Managing Director of the Andhra Pradesh Road Development Corporation. He has acted as a
consultant to various state governments and the World Bank in relation to development projects and has been
appointed as an arbitrator in various matters involving the NHAI and state governments. He is presently a
visiting faculty at various institutes including the National Institute for Training of Highway Engineers.
Dr. P.G. Sastry, 70 years, is an independent Director of the Company. He was appointed as a Director in
October, 2007. He holds a bachelor’s degree in civil engineering (honours) and a masters in civil engineering
from the Indian Institute of Technology, Kharagpur as well as a doctorate in engineering from Technical
University, Dresden, Germany. Previously he has served as the chairman of the Environmental Appraisal
Committee, Ministry of Environment and Forests, Government of India and has also been the principal of the
Mahatma Gandhi Institute of Technology, Hyderabad as well as the Jayaprakash Narayan College of
Engineering, Mahabubnagar, Andhra Pradesh. He was a training specialist of the World Bank Aided Hydrology
Project. He was an Alaxendar Von Humboltt post doctoral fellow on Global competition who carried out ground
water modeling. He was also a visiting professor at the Ohio Agriculture Research and Development Centre of
the Ohio State University. Presently, he is the Dean, Administration and Aacadamic of Srinidhi Institute of
Science and Technology and has been recently designated as Advisor to Andhra Pradesh Government on
Technical Education.
Mr. P.V. Narasimham, 66 years, is an independent Director of the Company. He was appointed as a Director
in October, 2007. He holds a masters degree in economics from the Andhra University, Waltair. He has served
as chairman and managing direstor of the Industrial Finance Corporation of India and has been associated with
the RBI and the Industrial Development Bank of India in various capacities. Presently, he is the Dean,
Administration and Acadamic of Srinidhi Institute of Science and Technology and has been recently designated
as Advisor to Andhra Pradesh Government on Technical Education.
Mr. V. Harish Kumar, 40 years, is an independent Director of the Company. He was appointed as a Director in
October, 2007. He holds a bachelor’s degree in commerce, a post graduate diploma in direct taxes and a
bachelor’s degree in law from the Osmania University, Hyderabad. Previously he had set up his practice as a
company secretary and thereafter has been associated with Harish Kumar & Associates as a corporate lawyer.
At present he is a member of the Andhra Pradesh High Court Advocates Association, BAR council of the state
of Andhra Pradesh, Institute of Company Secretaries of India, an honorary member of the Round Table India
and a member of the Society of Free Masons.
None of our Directors are related to each other.
Remuneration of the Directors
Executive Directors
Mr. Alla Ayodhya Rami Reddy
Mr. Alla Ayodhya Rami Reddy was inducted on the Board by resolution of the Board dated April 15, 1994 and
was reappointed as executive chairman by resolution of the Board dated June 22, 2007. The remuneration
payable to him has been determined with effect from April 1, 2007, for a period of three years, by resolution of
the shareholders dated July 12, 2007. The remuneration payable to him is up to a maximum amount equivalent
to 5% of net profits as salary, dearness allowance, perquisites, commission and other allowances. The
remuneration payable towards salary, dearness allowance and other allowances is subject to a limit of Rs. 6.6
million per annum and the remuneration payable towards commission is subject to a limit of 1% of net profits
(which is to be reviewed by the Remuneration Committee from time to time.
The following table details the remuneration paid to Mr. Alla Ayodhya Rami Reddy during Fiscal 2006-07.
Particulars Amount (Rs.)
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Salary 48,02,500
Earned Leave Nil
PF Contribution Nil
Total 48,02,500
Mr. Yancharla Ratnakar Nagaraja
Mr. Yancharla Ratnakar Nagaraja was inducted on the Board by resolution of the Board dated April 15, 1994
and was reappointed as Managing Director by resolution of the Board dated June 22, 2007. The remuneration
payable to him has been determined with effect from April 1, 2007, for a period of five years, by resolution of
the shareholders dated July 12, 2007. The remuneration payable to him is Rs. 3 million per annum including all
perquisites. In addition, Mr. Yancharla Ratnakar Nagaraja is entitled to the Company’s contribution to provident
fund, payment of gratuity and encashment of leave as per Company policy.
The following table details the remuneration paid to Mr. Yancharla Ratnakar Nagaraja during Fiscal 2006-07.
Particulars Amount (Rs.)

Salary 15,30,100
Earned Leave 55,100
PF Contribution 82,080
Total 16,67,280
Non-executive and Independent Directors
The non-executive and independent Directors of the Company are not paid any remuneration, but are paid
sitting fees for attending meetings. The sitting fees to which the Directors are entitled was decided by a
resolution of the Board dated June 22, 2007, the details of which are as follows.
Designation Fees Payable

As a Director present in the meeting Rs. 10,000
As chairman of a committee Rs. 10,000
As a committee member Rs. 5,000
Appointment of the Directors
Name of the Director Resolution Term
Mr. Alla Ayodhya Rami Reddy Appointed as Chairman by A period of three years with effect
resolution in the EGM, dated July from April 1, 2007.
12, 2007
Mr. Yancharla Ratnakar Nagaraja Appointed as Managing Director in A period of five years with effect
the EGM, dated July 12, 2007 from April 1, 2007.
Mr. Ravi Kant Appointed as Director in the Annual Appointed as a Director under
General Meeting held on September Section 257 of the Companies Act,
29, 2007 1956
Mr. Rajiv Maliwal Appointed as Director in the Annual Appointed as a Director under
29, 2007 1956
Dr. Archana Niranjan Hingorani Appointed as Director in the Annual Appointed as a Director under
29, 2007 1956
Mr. Kamlesh Shivji Vikamsey Appointed as Director in the Annual Appointed as a Director under
29, 2007 circulated to Board 1956.
members.
Mr. V. Murahari Reddy Appointed as Director vide Board To hold office till the next Annual
Resolution dated October 26, 2007 General Meeting.
Mr. P.G.Sastry Appointed as Director vide Board To hold office till the next Annual
circulated to Board members.
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Mr. P.V.Narasimham Appointed as Director vide Board To hold office till the next Annual
Mr. V. Harish Kumar Appointed as Director vide Board To hold office till the next Annual
Borrowing Powers of the Directors in the Company
Pursuant to a resolution of the shareholders of the Company dated September 29, 2007, the Board has been
authorized to borrow sums of money for the purpose of the Company upon such terms and conditions and with
or without security as the Board may think fit, provided that the money or monies to be borrowed together with
the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s
bankers in the ordinary course of business) shall not exceed, at any time, a sum of Rs. 50,000 million.
For further details on the borrowing powers of the Directors as authorised by our Articles of Association see the
section “Main provisions of Articles of Association” beginning on page 338.
For details of the borrowing of our Company – secured and unsecured loans, see the section “Financial
Indebtedness” beginning on page 270.
Shareholding of the Directors
The Articles of Association do not require the Directors to hold any qualification Equity Shares in the Company.
The following table details the shareholding of the Directors in their personal capacity, as at the date of this
Equity Shares owned before the Equity Shares owned after the
Issue Issue
% of paid-up % of paid-up
Name of the Director No. of shares capital No. of shares capital
Mr. Alla Ayodhya Rami Reddy 38,005,920 76.90 38,005,920 [●]

Mr. Yancharla Ratnakar Nagaraja 1,674,480 3.39 1,674,480 [●]
Mr. Ravi Kant 18,000 0.04 18,000 [●]
Total 39,698,400 80.33 39,698,400 [●]
Interest of Promoters and Directors
Except as stated in the section “Related Party Transactions” beginning on page 178, and to the extent of
compensation and commission, if any, and their shareholding in the Company, the Promoters do not have any
other interest in our business.
All the Directors, including independent Directors, may be deemed to be interested to the extent of fees payable
to them for attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses, if any, payable to them under the Articles of Association and the
executive Directors are also interested to the extent of remuneration paid to them for services rendered as an
officer or employee of the Company.
All the Directors, including independent directors, may also be deemed to be interested to the extent of Equity
Shares that may be transferred to them under the Issue and also to the extent of any dividend payable to them
and other distributions in respect of the said Equity Shares. The Directors, including independent directors, may
also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to
the companies, firms and trust, in which they are interested as directors, members, partners or trustees.
The Directors may also be deemed to be interested to the extent of any dividend payable to them and other
distributions in respect of the said Equity Shares.
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Except as stated in the section “Related Party Transactions” beginning on page 178 and to the extent of their
shareholding in the Company, the Directors other than the Promoters do not have any other interest in our
business.
The Directors have no interest in any property acquired by the Company or its Subsidiaries within two years of
the date of filing of this Draft Red Herring Prospectus.
Changes in the Board of Directors during the last three years
Name Date of Appointment Date of Cessation Reason

Mr. K.Venkata Krishna October 1, 2003 December 22, 2006 Resignation
Reddy
Ms. M. Udaya Kumari October 1, 2003 December 22, 2006 Resignation
Mr. D.K. Nagaraja January 15, 1997 December 22, 2006 Resignation
Mr. Ajay Kumar Mishra December 7, 2006 June 22, 2007 Resignation
Mr. Ravi Kant December 22, 2006 - Appointment
Mr. Rajiv Maliwal December 22, 2006 - Appointment
Dr. Archana Niranjan December 22, 2006 - Appointment
Hingorani
Mr. Anuj Kumar* December 22, 2006 September 3, 2007 Resignation
Mr. G. Krishna Kumar* December 22, 2006 September 3, 2007 Resignation
Mr. Kamlesh Shivji March 16, 2007 - Appointment
Vikamsey
Mr. Mareddy Gowtham March 16, 2007 September 3, 2007 Resignation
Reddy*
Mr. Yancharla Ratnakar April 1, 2007 - Appointment
Nagaraja
Mr. Alla Ayodhya Rami April 1, 2007 - Appointment
Reddy
Mr. V. Murahari Reddy October 26, 2007 - Appointment
Mr. P.G.Sastry October 26, 2007 - Appointment
Mr. P.V.Narasimham October 26, 2007 - Appointment
Mr. V. Harish Kumar October 26, 2007 - Appointment
* Alternate Directors.
Corporate Governance
The provisions of the listing agreements to be entered into with the Stock Exchanges with respect to corporate
governance become applicable to the Company at the time of seeking in-principle approval of the Stock
Exchanges. The Company has complied with the requirements of corporate governance contained in the listing
agreement, particularly those relating to constitution of composition of Board, constitution of committees such
as audit committee, Shareholders/Investors Grievance Committee and Remuneration Committee. Further, the
Company undertakes to take all necessary steps to comply with all the requirements of the guidelines on
corporate governance and adopt the corporate governance code as per Clause 49 of the listing agreement to be
entered into with the Stock Exchanges, as would be applicable to the Company upon the listing of its Equity
Shares.
The Board has ten Directors and the Chairman of the Board is an executive Director. In compliance with the
requirements of Clause 49 of the Listing Agreement, the Company has (i) not less than 50% non-executive
Directors and (ii) at least one third independent Directors on the Board.
Audit Committee
The Audit Committee was constituted by the Directors at a Board meeting held on July 30, 2005 and re-
constituted by a resolution of the Board passed on December 7, 2007. The purpose of the Audit Committee is to
ensure the objectivity, credibility and correctness of the Company’s financial reporting and disclosure processes,
internal controls, risk management policies and processes, tax policies, compliance and legal requirements and
associated matters.
The Audit Committee has been constituted in accordance with Clause 49 of the listing agreement.
The constitution of the Audit Committee is as follows.
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Name of the Directors Executive/Non-executive/Independent
Mr. Kamlesh Shivji Vikamsey (Chairman of the committee) Independent Director
Mr. Rajiv Maliwal Non-executive Director
Mr. V. Harish Kumar Independent Director
Dr. P.G. Sastry Independent Director
Dr. Archana Niranjan Hingorani Non-executive Director
The terms of reference of the Audit Committee are as follows.
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval.
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.
8. Discussing with internal auditors any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board.
10. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.
11. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
12. Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing.
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee met once during the Fiscal 2007.

Remuneration Committee
The Remuneration Committee was constituted by the Directors at a Board meeting held on October 1, 2003 and
re-constituted by a resolution of the Board passed on December 7, 2007. The Remuneration Committee has been
constituted in accordance with Clause 49 of the listing agreement.
The constitution of the Remuneration Committee is as follows.

Mr. Kamlesh Vikamsey Independent Director
Mr. V. Murahari Reddy Independent Director
Dr. Archana N. Hingorani Non-executive Director
The terms of reference of the Remuneration Committee are as follows.
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1. All fees/compensation paid to non-executive directors, including independent directors, shall be fixed by
the Board and shall require previous approval of the shareholders in a general meeting (which meeting
shall also specify the limits for the maximum number of stock options that can be granted to the
Directors).
2. Sitting fees will not require prior approval of shareholders if it is within the limits prescribed in the
Companies Act.
3. The payment of remuneration to senior managerial personnel and issue of stock options are for the
consideration of the remuneration committee.
In addition to the above, the role of the Remuneration Committee includes the following.
1. To bring out objectivity in determining the remuneration package while striking a balance between the
interest of the company and the shareholders.
2. To take into account the financial position of the Company, trend in the industry, appointee’s
qualification, experience, past performance, past remuneration etc. in determining the remuneration
payable.
3. To determine the remuneration, review performance and decide on variable pay of executive Directors;
4. To establish and administer employee compensation and benefit plans;
5. To determine the number of stock options to be granted under the Company’s employees stock option
schemes and administer any stock option plan; and
6. To determine such other matters as may from time to time be required under any statutory, contractual or
other regulatory requirement.
Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee was constituted by the Directors at a Board meeting held on
December 7, 2007. The Shareholders and Investors Grievance Committee is responsible for the redressal of
investor grievances.
The constitution of the Shareholders and Investor Grievance Committee is as follows.

Dr. P.G. Sastry Independent Director
Mr. Ravi Kant Non-executive Director
The terms of reference of the Shareholders and Investor Grievance Committee are as follows.
The Committee was constituted to specifically look into the redressal of shareholder and investors complaints
which, inter alia, includes
1. Transfer of shares,
2. Non-receipt of Balance-sheet
3. Non-receipt of declared dividends
4. Non-receipt of refund orders
Other Committees
In addition to the above, the Board has constituted an IPO committee at the Board meeting held on March 16,
2006 which was reconstituted on December 7, 2007. The IPO committee is in charge of appointment of
intermediaries in relation to the proposed IPO.
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The constitution of the IPO Committee is as follows.

Mr. Ravi Kant Non-executive Director
Dr. Archana Niranjan Hingorani Non-executive Director
Mr. Yancharla Ratnakar Nagaraja Executive Director
Management Organisational Structure
BOARD OF DIRECTORS
CHAIRMAN
MANAGING DIRECTOR
HEAD - CONTRACTOR HEAD - DEVELOPER HEAD -

BUSINESS SEGMENT BUSINESS SEGMENT FINANCE
HEAD - HEAD - HEAD HEAD - SPECIAL HEAD -

BUSINESS PROPOSALS PROJECTS RESOURCES PURPOSE COMMERCIAL
DEVELOPMENT VEHICLES
REGIONAL HEAD - HEAD - HR &

BUSINESS PLANNING ADMIN
UNITS
STRATEGIC HEAD - IMAT

BUSINESS
UNITS
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Key Managerial Personnel
In addition to the whole time directors of the Company, the following are the key managerial personnel of the
Company. The key managerial personnel are of the ranks of assistance vice president and above. The selection
of the key managerial personnel may not be in accordance with Accounting Standard 18.
Mr. Anil Puliyelil Kurian, 44 years, is the Senior Vice President of the Company. He joined the Company in
2004 and has 21 years of experience in the field of corporate planning, profit centre management, systems
implementation, contracts management, task force assignment, and project management. He also has 10 years of
experience in south east Asia and the middle east. He holds a bachelor’s degree in civil engineering from
Regional Engineering College, Surat, Gujarat and a post graduate diploma in business administration from
Symbiosis International Education Centre, Deemed University, Pune. His previous employers include Bombay
Port, Konkan Railway Corporation, Texmaco-Polysindo group of Indonesia & Asia Pacific Resources
International (APRIL) Group of Singapore / Indonesia. He is currently responsible for planning and operations
in the Company. The gross compensation paid to him during fiscal 2007 was Rs. 1,135,440.
Mr. Aspun F. Battiwala, 44 years, is the Vice President (Project Coordination) of the Company. He joined the
Company in 2005 as General Manager (Projects) for central zone and was promoted to his current post in 2007.
He has 21 years of experience in the field of construction management, project management and execution. He
holds a masters degree in construction from Oklahoma State University, USA and a bachelor’s degree in civil
from Manipal Institute of Technology. He has worked with Shapoorji Pallongi & Company Ltd., Kalpataru
Construction Overseas Pvt. Ltd., and Stup Consultants. He is currently responsible for the coordination of
various projects of the Company at different locations in India. The gross compensation paid to him during
Fiscal 2007 was Rs. 473,064.
Mr. Chandan Kanti Chowdhary, 51 years, is the Chief Operating Officer, eastern region of the Company. He
joined the Company in 2004 and has 31 years of experience in the field of mechanical and civil construction. He
holds a bachelor’s degree in mechanical engineering from Bengal Engineering College, Calcutta University. He
was a senior manager at Simon Carve India Ltd, senior vice president at Nicco Corporation Ltd and was
associated with the design and execution of various chemical and infrastructural projects like rubber chemical
expansions of Alkali Chemicals Corporation of India, the IISCO No.7 and No. 8 battery rebuild/byproduct plant,
the low temperature carbonization plant of Dankuni Coal Complex, the alumina calcinations plant of Nalco in
Damanjodi, Sulphuric Acid Plant of Hindusthan Copper and Phosphoric Acid Plant of Birla Copper. He is
currently responsible for operations of the Company in Kolkata and Eastern India. The gross compensation paid
to him during fiscal 2007 was Rs. 6, 13,800.
Mr. Dhiresh Nigam, 45 years, is the Vice President (Projects), Madhya Pradesh & Chattishgarh region of the
Company. He joined the Company in 2006 and has 23 years of experience in diversified fields relating to
various construction activities like tunneling, canal works, building and road. He holds a bachelor’s degree in
civil engineering with honors from A.P.S. University, Rewa. He has worked with Madhya Pradesh State
Electricity Board, Madhya Pradesh Secondary Education Board, Madhya Pradesh State Development
Corporation and Madhya Pradesh Road Development Corporation drawing positions such as executive engineer
and general manager in these organizations. He is currently responsible for operations of the Company in
the Madhya Pradesh & Chattishgarh region, specifically as the profit centre head. The gross compensation paid
to him during fiscal 2007 was Rs. 643,925.
Mr. Dilip Kumar Solanki, 44 years, is the Assistant Vice President, West Zone of the Company. He joined the
Company in April 2007 and has 22 years of experience in the field of civil engineering. He holds a bachelor’s
degree in civil engineering from the Regional Engineering College, Warangal and a post graduate diploma in
marketing management from Indira Gandhi National Open University. He has worked for various companies
since 1986, including Tinplate Company of India Limited (a Tata Enterprise), Engineers India Limited (a
government of India undertaking), Welspun Power and Steel Limited and Bhushan Steel & Strips Limited. He is
currently responsible for the operations of the Company in the west zone.
Mr. Jankey Krishna Reddy, 53 years, is the Vice President of the Company. He joined the Company in
December, 2003. He holds a bachelor’s degree in commerce from the S.V. University, an A.C.A. from the
Institute of Chartered Accountants of India and an I.C.W.A. (final) from the Institute of Cost and Works
Accountants of India. He has 27 years of experience in the field of financial management. He has worked for
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various companies since 1979 including Bajaj Sevashram Limited, Chandra Pharmaceuticals Limited, T&P
Construction Private Limited, Botswana and AL Nahdha AL Omaniah Company LLC, Muscat. In 2000 he was
appointed as the General Manager, Finance in Ramky Engineers Private Limited. In 2001 he joined Spencon
Services Limited, Uganda as the Chief Finance Manager. He is currently responsible for the overall financial
management of the Company. The gross compensation paid to him during Fiscal 2007 was Rs. 596,400.
Mr. V. Venkateswara Rao, 47 years, is the Chief Finance Officer, of the Company. He joined the Company in
January 2007 and has 24 years of experience in the field of finance & accounts, and general management. He
holds a masters degree in business administration with finance as a specialization from Indian Institute of
Management, Ahmedabad. From June1983 to October 2004 he worked with erstwhile Indian Petrochemicals
Corporation Ltd.(now Reliance Industries Ltd) during which time he has handled various areas of finance and
accounts function like plant accounts,project accounts, sales accounting, regional office commercial & finance
functions, budgeting & corporate finance etc. From October 2004 to January 2007 he worked with Ahmedabad
Stock Exchange Ltd. as managing director. He is currently responsible for overall financial management of the
Company. The gross compensation paid to him during fiscal 2007 was Rs. 302,015.
All the key managerial personnel mentioned above are permanent employees of the Company.
Shareholding of the key managerial personnel
None of the key managerial personnel of the Company hold any Equity Shares in the Company except as stated
below:
Name of Shareholder No. of Shares % of paid-up Capital

Mr. Jankey Krishna Reddy 18,000 0.04
Mr. Anil Puliyelil Kurien 18,000 0.04
Mr. Aspun F. Battiwala 6,000 0.01
Mr. Dhiresh Nigam 9,000 0.02
Mr. Chandan Kanti Chowdhary 9,000 0.02
Total 60,000 0.13
Bonus or profit sharing plan for the key managerial personnel
There is no bonus or profit sharing plan for key managerial personnel of the Company.
Interest of Key Managerial Personnel
The key managerial personnel of the Company do not have any interest in the Company other than the extent of
any remuneration or benefits to which the key managerial personnel are entitled as per their terms of
appointment, reimbursement of expenses incurred by them during the ordinary course of business and to the
extent of Equity Shares held by them.
Changes in the Key Managerial Personnel
The following are the changes in the key managerial personnel of the Company in the last three years preceding
the date of filing this Draft Red Herring Prospectus otherwise than by way of retirement in the normal course.
Name Date of Appointment Date of Cessation Reason
Mr. Kapil Singhal October 16, 2003 December 1, 2006 Resignation

Mr. Nellore Gopala Krishna Jayaram November 22, 2004 April 17, 2007 Resignation
Mr. Aspun F. Battiwala September 12, 2005 - Appointment
Mr. Dhiresh Nigam May 12, 2006 - Appointment
Mr. Dilip Kumar Solanki April 18, 2007 - Appointment
Mr. V. Venkateswara Rao January 20, 2007 - Appointment
Payment of Benefit to Officers of the Company
161
Except as disclosed in this Draft Red Herring Prospectus and the statutory payments made by the Company, in
the last two years, the Company has not paid any sum to its employees in connection with superannuation
payments and ex-gratia/rewards and has not paid any non-salary amount or benefit to any of its officers. None of
the beneficiaries of loans and advances and sundry debtors are related to the Directors of the Company.
162
OUR PROMOTERS AND PROMOTER GROUP COMPANIES
Promoters
The following are the Promoter of our Company:
1. Mr. Alla Ayodhya Rami Reddy; and

2. Mr. Yancharla Ratnakar Nagaraja.
The details of our Promoters are as follows:
1. Mr. Alla Ayodhya Rami Reddy
Identification
PAN ADIPA3333K
Passport No. F6980380
Voter ID No. FZZ4221016
Driving License No. DLRAP009253162003
Bank Account No. 446-1-023967-0
Mr. Alla Ayodhya Rami Reddy, 44 years, is the Chairman of the Company. He is the founder/promoter of our
Company and has been on the Board since its incorporation. He holds a bachelor’s degree in civil engineering
from Karnataka University and a masters degree in civil engineering from Osmania University. He has 23 years
of experience in the field of environmental services, civil works, bio-medical waste and hazardous waste
management. He has worked for various water, waste water and engineering projects, notably with Gannon
Dunkerly & Co., Reliance Industries Ltd. during the years 1984 to 1988 and has also worked for various
projects on Turnkey EPC basis till 1995.He is currently responsible for strategy and direction of the Company.
He has several distinctions to his portfolio including being accredited with best “Engineer of the year award” in
2005. He also started the Ramky Foundation which supports the needy through various schemes related to
empowerment of women, awareness camps for social causes, career counselling, communication skills,
environment management and providing financial aid for educational activities etc.
2. Mr. Yancharla Ratnakar Nagaraja
Identification
163
PAN AAIPY7302D
Passport No. A7082266
Voter ID No. N/a
Driving License No. DLCAP009341572002
Bank Account No. 801503096
Mr. Yancharla Ratnakar Nagaraja, 44 years, is the managing Director of the Company. He has been a
Director of the Company since its incorporation in 1994 and has been the managing Director since 1996. He
holds a bachelor’s degree in civil engineering from Karnataka University. He has 23 years of experience in the
field of environment and solid waste management. His experience in the field includes positions he has held
with the Public Works Department of the State of Karnataka, Mandanlal Steels Limited and Navega Engineers
Private Limited. He has to his credit the successful implementation of a number of civil infrastructure and
environmental projects. He is currently responsible for overall management of the Company.
Interest in promotion of our Company
Our Company had been incorporated by Mr. Alla Ayodhya Rami Reddy and Mr. Yancharla Ratnakar Nagaraja
amongst others. For this purpose, they had subscribed to our Memorandum of Association and to the initial
issue of our Equity Shares.
Interest in the property of our Company
The Promoters do not have any interest in any property acquired by our Company within two years preceding
the date of the DRHP or proposed to be acquired by our Company.
Payment of benefits to our Promoters during the last two years
Except as stated in the section “Financial Statements - Related Party Disclosures” beginning on page 206, there
has been no payment of benefits to our Promoters during the last two years from the date of filing of the Draft
Confirmations by the Promoters
Our Promoters have confirmed that they have not been detained as willful defaulters by the RBI or any other
Governmental authority and there are no violations of securities laws committed by them in the past or are
pending against them.
Related Party Transactions
For details of the related party transactions, see the section “Financial Statements - Related Party Disclosures”
Undertakings
We undertake that the details of the PANs, bank account numbers and passport numbers (for individuals),
company registration number and the addresses of the registrar of companies where our Promoter companies
are registered have been submitted to the Stock Exchanges at the time of filing the DRHP with the Stock
Exchanges.
Further, our Promoters have confirmed that they have not been detained as willful defaulters by the RBI or any
other Governmental authority and, there are no violations of securities laws committed by them in the past or
are pending against them.
Promoter Group Companies & Entities
In addition to our Promoters the following individuals, companies and entities form part of our Promoter Group:
Promoter group individuals
Name Relationship with Mr. Alla Ayodhya Rami Reddy
164
Mr. A. Dasaratha Rami Reddy Father
Ms. A. Veeraraghavamma Mother
Ms. A Dakhshyani Wife
Master A. Sharon Son
Master A. Ishan Son
Ms. P. Nagamalleswari Sister
Mr. A. Rama Krishna Reddy Brother
Mr. A. Peri Reddy Brother
Mr. M. Papi Reddy Father-in-law
Ms. Adilakshmi Mother-in-law
Mr. M. Venugopal Reddy Brother-in-law
Mr. M. Vasudeva Reddy Brother-in-law
Name Relationship with Mr. Yancharla Ratnakar Nagaraja

Ms. Y.N. Madhu Rani Wife
Mr. Y.K. Ratnakar Father
Ms. Y.K. Shesirekhamma Mother
Mr. Y.R. Nagakrishna Brother
Mr. Y.R. Aswathanarayan Brother
Mr. Y.R. Subramanyam Brother
Mr. Y.R. Nagabhushanam Brother
Mr. Y.R. Adisesha Brother
Mr. Y.R. Nagachetana Brother
Mr. Y. R. Nagendra Brother
Master Y.N. Ratan Son
Master Y.N. Ranjan Son
Mr. A.R.Vishnu Kumar Father-in-law
Ms. Premaleela Mother-in-law
Mr. A.V.Manjunath Brother-in-law
Ms. K.R.Krishna Veni Sister-in-law
Ms. Sri lakshmi Sister-in-law
Ms. N.K. Nagasuma Sister-in-law
Ms. Usha Sister-in-law
Promoter Group Companies
Ramky Enviro Engineers Limited
Ramky Enviro Engineers Limited was incorporated on November 28, 1994 under the Companies Act and has its
registered office at 6-3-1089/G/16,3rd Floor, Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad 500
082. REEL is currently engaged in the business of treating, processing, purifying and controlling industrial
pollutants by establishing treatment plants in India and abroad.
The equity shares of Ramky Enviro Engineers Limited are not listed on any stock exchange. The shareholding
pattern of Ramky Enviro Engineers Limited as of November 30, 2007 was as follows:

Mr. Alla Ayodhya Rami Reddy 2,922,757 95.92
Mr. Yancharla Ratnakar Nagaraja 46,800 1.54
Ms. A. Dakshayani 35,209 1.16
Ms. Y. N. Madhu Rani 14,009 0.46
Ramky Finance & Investment Private Limited 8,000 0.26
Mr. A.Dasaratha Rami Reddy 100 0.00
Ms. A.Veeraraghavamma 100 0.00
Mr. A.Ayodhya Rami Reddy, representing
10,000 0.33
Master A. Sharon
Mr. A.Ayodhya Rami Reddy, Representing
10,000 0.33
Master A.Ishan
Total 3,046,975 100.00
165
Board of Directors
The board of directors of Ramky Enviro Engineers Limited as of November 30, 2007 comprises the following:
1. Mr. AllaAyodhya Rami Reddy

2. Mr. Ravi Kant
3. Mr. K. S. M. Rao
The financial results of Ramky Enviro Engineers Limited for the years ended March 31, 2005, 2006 and 2007
are set forth below:
(Millions, except share data)

2005 2006 2007
Rs. Rs. Rs.

Income/Sales 153.71 192.97 510.73
Profit (Loss) after Tax 23.97 26.73 113.04
Preference Share Capital - - -
Reserves and Surplus (Excluding
revaluation reserves)* 140.01 165.96 296.45
Earnings (Loss) Per Share 7.88 8.79 37.18
Book Value Per Share 56.05 64.58 107.30
Total Assets** 385.53 822.55 1,879.43
* Net of miscellaneous expenditure not written off.

**Excluding miscellaneous expenditure not written off and debit balance of profit and loss account.
West Bengal Waste Management Limited
West Bengal Waste Management Limited was incorporated on March 29, 2004 under the Companies Act, and
has its registered office at Block A, 4th Floor, 21/1a/3, Jindal Towers, Durga Road, Kolkata 700 017. West
Bengal Waste Management Limited is engaged in the business of collecting, transporting, treating, storing,
recovering, processing, recycling and re-using and disposing hazardous waste, bio-medical waste and municipal
wastes by establishing treatment storage disposal facilities and integrated waste management complexes or such
facilities required for the said purpose.
The equity shares of West Bengal Waste Management are not listed on any stock exchange. The shareholding
pattern of West Bengal Waste Management Limited as of November 31, 2007 was as follows:

Mr. Alla Ayodhya Rami Reddy 1,500 0.02
Ms. A. Rama Devi 6,500 0.08
Ms. A. Radha Devi 6,500 0.08
Ms. M. Udaya Kumari 6,500 0.08
Mr. P. Ponnuraj* 6,500 0.08
Mr. Yancharla Ratnakar Nagaraja * 6,500 0.08
Mr. A. Peri Reddy* 6,500 0.08
Mr. R. Ranjit** 1,500 0.02
Ramky Enviro Engineers Limited 8,112,000 99.38
Total 8,162,000 100.00
__________
166
* Nominee of Ramky Enviro Engineers Limited
** Nominee of Haldia Development Authority
Board of Directors
The board of directors of West Bengal Waste Management Limited as of November 30, 2007 comprises the
following:
1. Mr. Ravi Kant

2. Mr. K.S.M. Rao
3. Mr. R. Ranjit
The financial results of West Bengal Waste Management Limited for the years ended March 31, 2005, 2006 and
2007 are set forth below:

2005 2006 2007
Rs. Rs. Rs.

Income/Sales - - 40.35
Profit (Loss) after Tax - - 0.16
Reserves and Surplus (Excluding revaluation
reserves)* (0.67) 7.33 17.62
Earnings (Loss) Per Share - - 0.02
Book Value Per Share (3.51) 11.13 12.16
Total Assets** 0.34 264.96 342.08

Ramky Reclamation and Recycling Limited
Ramky Reclamation and Recycling Limited (“RRRL”) was incorporated on May 25, 2007 under the
Companies Act, and has its registered office at 6-3-1089/G/10&11, Gulmohar Avenue, Rajbhavan Road,
Somajiguda, Hyderabad - 500082. RRRL is currently engaged in the business of recycling various types of
wastes generated from different types of Industries.
The equity shares of RRRL are not listed on any stock exchange. The shareholding pattern of RRRL as of
November 30, 2007 was as follows:

Ramky Enviro Engineers Limited 49,200 98.40
Mr. Alla Ayodhya Rami Reddy 100 0.20
Mr. Ravi Kant 100 0.20
Dr. K. Surya Mohan Rao 100 0.20
Mr. M. Gowtham Reddy 100 0.20
Ms. M. Udaya Kumari 100 0.20
Mr. A. Peri Reddy 100 0.20
Ms. A. Radha Devi 100 0.20
Ms. A. Dakshayani 100 0.20
Total 50,000 100.00
167
Board of Directors
The board of directors of RRRL as of November 30, 2007 comprises the following:

2. Mr. Ravi Kant
3. Dr. K. S. M. Rao
The financial results of RRRL are not available as it has been incorporated on May 25, 2007.
Ramky International (Singapore) Pte Limited
Ramky International (Singapore) Pte Limited (“RISPL”) was incorporated on April 27, 2007 under the
Companies Act, Cap. 50, and has its registered office at No. 190, Middle Road, no. 12-10, Fortune Centre,
Singapore 188 979. RISPL is currently engaged in the business of infrastructure engineering services, sewage
and refuse disposal, sanitation and similar activities.
The shareholding pattern of RISPL as of November 30, 2007 was as follows:

500,000 100.00
Ramky Enviro Engineers Limited
Total 500,000 100.00
Board of Directors
The board of directors of RISPL as of November 30, 2007 comprises the following:
1. Mr. M. Gowtham Reddy

2. Mr. Ravi Kant
3. Dr. K. S. M. Rao
4. Mr. Goh Tung Cheng
The financial results of RISPL are not available as it has been incorporated on April 27, 2007.
Tamil Nadu Waste Management Limited
Tamil Nadu Waste Management Limited was incorporated on October 3, 2002 under the Companies Act and
has its registered office at 6-3-1089/G/10 & 11, 1st Floor, Gulmohar Avenue,Rajbhavan Road, Somajiguda,
Hyderabad 500 082. Tamil Nadu Waste Management Limited is currently engaged in the business of industrial
and hazardous waste management.
The equity shares of Tamil Nadu Waste Management Limited are not listed on any stock exchange. The
shareholding pattern of Tamil Nadu Waste Management Limited as of November 30, 2007 was as follows:
Name No. of Shares % of Issued Capital

Mr. P. Ponnuraj 9,999 14.29
168
Mr. G. Rengasamy 9,999 14.29
Mr. A. Peri Reddy 9,999 14.28
Mr. M. Gowtham Reddy 9,999 14.28
Mr. P. Pandiyan 9,999 14.28
Total 69,993 100.00
Board of Directors
The board of directors of Tamil Nadu Waste Management Limited as of November 30, 2007 comprises the
following:
1. Dr. K.S.M.Rao
2. Mr. Ravi Kant
3. Mr. M. Gowtham Reddy
The following table sets forth audited summary financial data in accordance with Indian GAAP:

2005 2006 2007
Rs. Rs. Rs.
Income/Sales 4.18 6.16 8.62

Profit (Loss) after Tax (2.15) (1.26) 0.75
Reserves and Surplus (Excluding
revaluation reserves)* (2.74) (3.97) (3.18)
Earnings (Loss) Per Share - (18.04) 10.75
Book Value Per Share (29.10) (45.65) (35.40)
Total Assets** 29.60 48.11 95.56
Mumbai Waste Management Limited
Mumbai Waste Management Limited was incorporated on September 20, 2001 under the Companies Act and
has its registered office at 6-3-1089/G/10 & 11, 1st Floor, Gulmohar Avenue,Rajbhavan Road, Somajiguda,
Hyderabad 500 082. Mumbai Waste Management Limited is currently engaged in the business of industrial and
hazardous waste management
The equity shares of Mumbai Waste Management Limited are not listed on any stock exchange. The
shareholding pattern of Mumbai Waste Management Limited as of November 30, 2007 was as follows:

Mr. A. Peri Reddy 100 0.00
Mr. M. Vasudeva Reddy 100 0.00
Mr. A. Ramakrishna Reddy 100 0.00
Ramky Enviro Engineers Limited 2,444,400 48.99
Total 4,990,000 100.00
169
Board of Directors
The board of directors of Mumbai Waste Management Limited as of November 30, 2007 comprises the
following:

2. Mr. Ravi Kant
3. Dr. K. S. M. Rao
Financial Statements
The financial results of Mumbai Waste Management Limited for the years ended March 31, 2005, 2006 and
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 214.65 396.52 422.03
Reserves and surplus (excluding
revaluation reserves)* 127.32 237.43 289.59
Earnings (Loss) per share 11.13 21.22 24.30
Book Value per (share in Rupees ) 35.52 57.58 68.03
Total Assets** 433.01 685.67 932.07
Ramky Energy and Environment Limited
Ramky Energy and Environment Limited was incorporated on February 22, 2006 under the Companies Act and
has its registered office at 6-3-1089/G/10&11, Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad
500 082. Ramky Energy and Environment Limited is currently engaged in the business of industrial waste
management, power generation and transmission and undertaking engineering procurement contracts.
The equity shares of Ramky Energy and Environment Limited are not listed on any stock exchange. The
shareholding pattern of Ramky Energy and Environment Limited as of November 30, 2007 was as follows:

Mr. M. Gowtham Reddy 5,400 10.80
Ms. M. Udaya Kumari 3,600 7.20
Mr. A. Rama Krishna Reddy 3,600 7.20
Ms. A. Rama Devi 3,600 7.20
Ms. P. Nagamalleswari 3,200 6.40
Total 50,000 100.00
Board of Directors
As on date, the board of directors of Ramky Energy and Environment Limited as of November 30, 2007
comprises the following:
1. Mr. Ravi Kant
170
2. Ms. B. Padmaja
3. Dr. K.S.M. Rao
The financial results of Ramky Energy and Environment Limited for the years ended March 31, 2005, 2006 and

2005 2006 2007
Rs. Rs. Rs.
Income/Sales - - 24.86
Profit (Loss) after Tax - - 4.24
Equity Share Capital - 0.50 0.50
reserves)* - - 4.24
Earnings (Loss) Per Share - - 84.85
Book Value Per Share - 9.16 94.12
Total Assets** - 0.46 120.71
Ramky Global Solutions Private Limited
Ramky Global Solutions Private Limited was incorporated on July 10, 2000 under the Companies Act and has
its registered office at 6-3-1089/G/10 & 11, 1st Floor, Gulmohar Avenue, Rajbhavan Road, Somajiguda,
Hyderabad 500 082. Ramky Global Solutions Private Limited is currently engaged in the business of
undertaking business process outsourcing contracts for clients in India and or abroad in relation to operating and
management processes and the development and maintenance of computer software.
The equity shares of Ramky Global Solutions Private Limited are not listed on any stock exchange. The
shareholding pattern of Ramky Global Solutions Private Limited as of November 30, 2007 was as follows:

Mr. Y. R. Nagaraja 51 0.50
Total 10,180 100.00
Board of Directors
The board of directors of Ramky Global Solutions Private Limited as of November 30, 2007 comprises the
following:
1. Mr. K. S. M. Rao
2. Mr. Ravi Kant
The financial results of Ramky Global Solutions Private Limited for the years ended March 31, 2005, 2006 and

171
2005 2006 2007
Rs. Rs. Rs.

Profit (Loss) after Tax 0.01 0.02 (3.52)
Reserves and Surplus (Excluding revaluation reserves)* 0.05 0.06 (3.46)
Earnings (Loss) Per Share 1.17 1.62 (346)
Book Value Per Share 14.41 16.02 (329.49)
Total Assets** 0.23 0.26 3.95
Ramky Estates and Farms Private Limited
Ramky Estates and Farms Private Limited was incorporated on August 4, 1995 under the Companies Act and
has its registered office at 6-3-1089/G/16,3rd Floor, Gulmohar Avenue, Rajbhavan Road, Somajiguda,
Hyderabad 500 082. Ramky Estates and Farms Private Limited is currently engaged in the business of real
estate, i.e. as builders, engineers, general construction, civil, mechanical, contractors, design engineers and
turnkey contractors.
The equity shares of Ramky Estates and Farms Private Limited are not listed on any stock exchange. The
shareholding pattern of Ramky Estates and Farms Private Limited as of November 30, 2007 was as follows:

Ramky Finance & Investments Pvt. Ltd. 9 0.00
Ms. Y.N.Madhu Rani 5,095 0.73
Master A. Sharon, represented by Mr. Alla
100 0.01
Ayodhya Rami Reddy
Master A. Ishan represented by Mr. Alla
100 0.01
Ayodhya Rami Reddy
Total 697,000 100.00
Board of Directors
The board of directors of Ramky Estates and Farms Private Limited as of November 30, 2007 comprises the
following:

2. Mr. A. Peri Reddy
3. Mr. Soma Gopi Krishna
4. Ms. A Dakshyani
5. Mr. D.K. Nagaraja
The financial results of Ramky Estates and Farms Private Limited for the years ended March 31, 2005, 2006 and
172
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 68.76 82.40 354.02

reserves)* 1.67 5.25 23.14
Total Assets** 191.33 645.80 773.21
Ramky Finance and Investments Private Limited
Ramky Finance and Investments Private Limited was incorporated on February 9, 1994 under the Companies
Act and has its registered office at at 6-3-1089/G/10 & 11, 1st Floor, Gulmohar Avenue, Rajbhavan Road,
Somajiguda, Hyderabad 500 082. Ramky Finance and Investments Private Limited is currently engaged in the
business of merchant banking and providing financial services such as portfolio management etc. (excluding
banking activities).
The equity shares of Ramky Finance and Investments Private Limited are not listed on any stock exchange. The
shareholding pattern of Ramky Finance and Investments Private Limited as of November 30, 2007 was as
follows:

Master A. Sharon, represented by Mr. Alla
10,000 1.05
Ayodhya Rami Reddy
Total 956,900 100.00
Board of Directors
The board of directors of Ramky Finance and Investments Private Limited as of November 30, 2007 comprises
the following:

2. Mr. Y. R. Nagaraja
The financial results of Ramky Finance and Investments Private Limited for the years ended March 31, 2005,
2006 and 2007 are set forth below:

2005 2006 2007
Rs. Rs. Rs.
173
reserves)* 3.34 3.46 3.57
Total Assets** 13.03 13.17 16.89

Smilax Laboratories Limited
Smilax Laboratories Limited was incorporated on October 20, 2004 under the Companies Act and has its
registered office at Plot No.88/a, Flat no. 401, Sarla Nivas Apartments, Street No.1, Sagar Society, Road No. 2,
Banjara Hills, Hyderabad 500 034. Smilax Laboratories Limited is currently engaged in the business of
researching, designing, manufacturing and otherwise dealing in pharmaceutical products.
The equity shares of Smilax Laboratories Limited are not listed on any stock exchange. The shareholding
pattern of Smilax Laboratories Limited as of November 30, 2007 was as follows:

Ms. A. Rama Devi 10,000 0.526
Mr. A.Peri Reddy 10,000 0.526
Mr. A.Ramakrishna Reddy 10,000 0.526
Mr. P.Sambi Reddy 10,000 0.526
Ms. P. Nagamalleswari 10,000 0.526
Ms. D.Suchitra 10,000 0.526
Mr. S. Murali Krishna 10,000 0.526
Total 1,901,000 100.00
Board of Directors
The board of directors of Smilax Laboratories Limited as of November 30, 2007 comprises the following:

2. Mr. S. Murali Krishna
3. Mr. J. Krishna Reddy
4. Mr. C.S.N. Murthy
The financial results of Smilax Laboratories Limited’s for the years ended March 31, 2005, 2006 and 2007 are
set forth below:
2005 2006 2007
Rs. Rs. Rs.
Income/Sales - 54.73 319.73

Profit (Loss) after Tax - 2.03 14.01
174
Reserves and Surplus (Excluding revaluation reserves)* - 1.84 87.95
Earnings (Loss) Per Share - 20.33 133.52
Total Assets** 35.75 168.62 421.81
SembRamky Environmental Management Private Limited
SembRamky Environmental Management Private Limited was incorporated on March 3, 1997 under the
Companies Act and has its registered office at 6-3-1089/G/10&11,Gulmohar Avenue, Rajbhavan Road,
Somajiguda, Hyderabad 500 082. SembRamky Environmental Management Private Limited is currently
engaged in the business of bio-waste management.
The equity shares of SembRamky Environmental Management Private Limited are not listed on any stock
exchange. The shareholding pattern of SembRamky Environmental Management Private Limited as of
November 30, 2007 was as follows:

SembEnviro (India) Pte. Ltd 260,636 51.00
Ramky Fianance & Investment Pvt Ltd 250,368 49.00
Total 511,004 100.00
Board of Directors
The board of directors of SembRamky Environmental Management Private Limited as of November 30, 2007
comprises the following:

2. Mr. Arun Kumar Jaggi
3. Mr. Ravi Kant
4. Mr. Goh Swee Ooi
5. Ms. Foo Fei Voon
6. Mr. Teo Kian Guan
The financial results of SembRamky Environmental Management Private Limited for the years ended March 31,
2005, 2006 and 2007 are set forth below:
2005 2006 2007
Rs. Rs. Rs.
Income/Sales 77.17 90.23 113.08

Reserves and Surplus (Excluding revaluation reserves)* 117.01 129.69 156.23
Total Assets** 159.83 161.24 206.36
175
Ramky Integrated Township Limited
Ramky Integrated Township Limited was incorporated on December 4, 2007 under the Companies Act and has
its registered office at 6-3-1089/G/10&11,Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad 500
082. Ramky Integrated Township Limited is in the business of builders, engineers, general constructionm, civl
contractor, mechanical contractor, design engineer, turnkey contractors, real estate etc. and is currently engaged
in the business of developing operating and maintaining an integrated township at Srinagar village.
The equity shares of Ramky Integrated Township Limited are not listed on any stock exchange. The
shareholding pattern of Ramky Integrated Township Limited as of November 30, 2007 was as follows:

Ramky Estates and Farms Private Limited 49,994 100
Mr. A. Peri Reddy* 1 0.00
Mr. Y. R. Nagaraja* 1 0.00
Mr. M. Goutham Reddy* 1 0.00
Mr. Somi Gopikrishna* 1 0.00
Total 50,000 100.00
* Nominee of Ramky Estates and Farms Private Limited
Board of Directors
The board of directors of Ramky Integrated Township Limited as of November 30, 2007 comprises Mr.
Yancharla Ratnakar Nagaraja, Mr. Gowtham Reddy and Mr. A Peri Reddy.
The financial results of Ramky Integrated Township Limited are not available as it has been incorporated in
December 2007.
R.K. Constructions
R.K. Constructions was established by a partnership deed dated April 21, 1986 entered into between Mr. Alla
Ayodhya Rami Reddy and Mr. Yancharla Ratnakar Nagaraja. It has its office at D4-115, Shantinikhave
Apartments, Somajiguda, Hyderabad and is in the business of providing pollution control consiltancy, civil
structural and environmental services, laboratory services, turnkey construction etc.
Partners
The partners in R.K. Constructions are Mr. Alla Ayodhya Rami Reddy and Mr. Yancharla Ratnakar Nagaraja.
The financial results of R.K. Constructions for the years ended March 31, 2005, 2006 and 2007 are set forth
below:
2005 2006 2007
Rs. Rs. Rs.

176
Preference Share Capital 0.00 0.00 0.00
Reserves and Surplus (Excluding revaluation reserves) 0.00 0.00 0.00
Total Assets 0.02 0.02 0.01
N.R. Environmental Engineers Inc.
N.R. Environmental Engineers Inc. is a sole proprietorship of Mr. Y.R. Nagakrishna.
R.K. Consultancy Services
R.K. Consultancy Services is a sole proprietorship of Ms. A. Dakshyani.
A.D.R. Constructions
A.D.R. Constructions is the sole proprietorship of Mr. Dasartha Rami Reddy.
Past Ventures of our Promoters
Our Promoters have not disassociated themselves with any Companies in the last three years.
Public/Rights Issue
Our Promoter Group companies have not made public or rights issue in the preceding three years.
Winding up or Sick Company
Our Promoter Group companies have neither become a sick company within the meaning of the Sick Industrial
Companies (Special Provisions) Act, 1995 nor are they under winding up.
Defunct Promoter Group Companies
Our Promoter Group companies are not a defunct company.
Conflict of Interest
Our Promoter Group company, Ramky Estates and Farms Private Limited, is engaged in the business of
builders, engineers, general construction, civil, mechanical, contractors, design engineers and turnkey
contractors. Ramky Estates and Farms Private Limited has executed a non-compete undertaking, dated
December 10, 2007 in favour of our Company. As per the undertaking, Ramky Estates and Farms Private
Limited has agreed not to compete with us in the business of integrated construction and infrastructure
development and management in India with a strategic emphasis on environmental oriented projects.
Related Party Transactions
For details of the related party transactions, see the section “Financial Statements - Related Party Disclosures”
177
RELATED PARTY TRANSACTIONS
DETAILS OF THE LIST OF RELATED PARTIES AND NATURE OF RELATIONSHIPS
Year ended Year ended Year ended Year ended March Year ended Quarter ended
Particulars June 30, 2007
March 31, 2003 March 31, 2004 March 31, 2005 31, 2006 March 31, 2007
Key
A. Ayodhya Rami A. Ayodhya Rami A. Ayodhya Rami A.Ayodhya Rami A.Ayodhya Rami A.Ayodhya Rami
Management
Reddy Reddy Reddy Reddy Reddy Reddy
Personnel
Y R Nagaraja Y R Nagaraja Y R Nagaraja Y.R.Nagaraja Y.R.Nagaraja Y.R.Nagara Raja
Smt. M.Udaya Smt. M.Udaya

Kumari Kumari
K. Venkata Krishna
Reddy
Associates /
Medicare Incin MDDA Ramky Medicare Incin Ramky Enviro Ramky Enviro Ramky Enviro
Group
Private Limited ISBT Limited Private Limited Engineers Limited Engineers Limited Engineers Limited
Companies /
Relatives & Mumbai Waste Medicare Incin Mumbai Waste Ramky Estates & Ramky Estates & Ramky Estates &
Associates of Management Private Limited Management Farms (p) Limited Farms (p) Limited Farms (P) Limited
Key Limited Limited
Management Ramky Enviro Mumbai Waste Ramky Estates & Ramky Finance & Ramky Finance & Ramky Finance &
Personnel Engineers Limited Management Farms (P) Limited Investment (p) Investment (p) Investment (P)
Limited Limited) Limited) Limited)
Ramky Estates & Ramky Enviro Ramky Enviro Semb Ramky Semb Ramky Semb Ramky
Farms (P) Limited Engineers Limited Engineers Limited Environmental Environmental Environmental
Management Management Management
Pvt.Ltd Pvt.Ltd Pvt.Ltd
Ramky Fin.& Ramky Estates & Ramky Fin.& Ramky Global Ramky Global Ramky Global
Inv.(p) Limited Farms (P) Limited Inv.(p) Limited Solutions private Solutions private Solutions Private
Limited Limited Limited
APR Project Pvt Ramky Fin.& Tamilinadu Waste Ramky Infra Ramky Infra Voyants Solutions
Ltd Inv.(p) Limited Management Ltd., Consulting (p) Consulting (p) Private Limited
Limited Limited
ADR Ramky Pharma Ramky Pharma Mumbai Waste Mumbai Waste Mumbai Waste
Constructions City Limited City Limited Management Management Management
G. Manohar & Co Tamilinadu Waste N.R.Environmental Tamil Nadu Waste Tamil Nadu Waste Tamil Nadu Waste
Management Ltd., Engineers Management Management Management
A.Peri Reddy N.R.Environmental A.Peri Reddy R.K. Consultancy R.K. Consultancy R.K. Consultancy
Engineers services services services
R.K. Consultancy ADR R.K Constructions R.K Constructions R.K Constructions

Services Constructions
APR Project Pvt ADR ADR

R.K. Constructions ADR Constructions
Ltd Constructions Constructions
ADR Ramky VSM JV Ramky VSM JV Ramky VSM JV
Constructions
APR Project Pvt West Bangal Waste West Bangal West Bangal
Ltd Management Waste Waste
Limited Management Management
Limited Limited
A.Peri Reddy N.R. Environmental N.R. N.R.
Engineers Inc Environmental Environmental
Engineers Inc Engineers Inc
A.Dashratha Rami Ramky Energy & Ramky Energy &
Reddy Environment Environment
Limited Limited
A.Peri Reddy Ramky Ramky

Foundation Foundation
Y.R.Naga Krishna A.Dashratha Rami A.Dashratha Rami
178
Reddy Reddy
A.Peri Reddy A.Peri Reddy
Sri. M.Vasudeva Smt. A.

Reddy Dakshayani
Smt. A. Sri. A. Rama
Dakshayani Krishna Reddy
Sri. A. Rama Y.R.Naga Krishna

Krishna Reddy
Y.R.Naga Krishna
MDDA Ramky IS
MDDA Ramky IS
Bus Terminal
Subsidiaries Bus Terminal
Limited
Limited
Ramky Ramky Pharma
Pharmacity (India) City (India) Ltd
Ltd
Ramky Ramky
Engineering & Engineering &
Consultancy Consultancy
Services (FZC) Services (FZC)
Gwalior Bypass Gwalior Bypass

Project Ltd Project Ltd
179
DISCLOSURE OF SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Rs in Millions
QUARTER
THE YEAR ENDED MARCH 31,
Nature of ENDED
Particulars
Relationship JUNE 30,
2003 2004 2005 2006 2007 2007
Associates /
Security Deposit Paid - - - 1.29
Group Co -
-
Security Deposit Paid Subsidiaries - - - 2.00
329.18 44.13
Associates /
Security Deposit Received - - - - 0.19
Group Co
0.02
Unsecured Loans Paid Associates /
- - - 5.00 -
back Group Co
-
Unsecured Loans Associates /
- - - - 73.69
Received back Group Co
-
Associates /
Unsecured Loans Paid - - - 4.75 -
Group Co
-
Associates /
Advance Paid - - - - 1.46
Group Co
2.50
Share Application Money Associates /
5.29 53.66 23.13 51.15 -
Paid Group Co
-
Share Application Money
Subsidiaries - - - - 8.19
Paid 7.65
Group Co /
Investments 15.94 - 41.20 - 107.59
Subsidiaries
-
Group Co /
Relative of
Sub Contract Expenses Key 12.60 8.70 31.45 16.57 227.08
0.50
Management
Personnel
Associates /
Consultancy Paid - 0.20 0.02 0.26 - -
Group Co
Rent Paid Group Co - - - - 0.63 0.11

Associates /
Contract Amount
Group Co / 169.32 266.55 396.16 1125.84 1698.28 432.55
Received
Subsidiaries
Relative of
Sub Contract Amount Key
4.80 - - - - -
Received Management
Personnel
Consultancy Received Group Co - - - 0.26 - -

Hire Charges Received Group Co - 3.72 6.60 9.84 11.19 2.80
Rent Received Group Co - - - 0.10 - -
Slum Sale Group Co - - - - 78.61 -
180
Sale of Land Group Co - - - - 0.30
-
Vehicle Purchase Group Co - 1.14 - - -
-
Key
Management
Donation Paid - - -
Personnel - 0.68 -
Interested
Key
Remuneration &
Management 1.82 3.54 4.66 4.66 6.47
allowances to Directors 2.34
Personnel
Key
Sale of Investments Management - - -
23.92 - -
Personnel
Relatives of
Key
Salaries 0.18 0.22 0.20 0.40 1.03
Management 0.12
Personnel
Subsidiaries/
Group Co /
Subscription to / Purchase
Key - - -
of shares - 42.15 -
Management
Personnel
Interest Income Group Co 1.81 2.81 3.38 9.33 3.33 -
Interest Expense Group Co 1.42 0.80 0.23 0.16 - -
181
DETAILS OF RELATED PARTIES OUTSTANDING BALANCES
Rs in Millions
QUARTER
Nature of THE YEAR ENDED MARCH 31,
Particulars ENDED
2003 2004 2005 2006 2007 2007
Current Assets - Associates/ 27.48 24.12 38.97 85.21 -

Loans & Advances Subsidiaries/ -
Group
Companies
Investments Subsidiaries/ 15.94 15.94 57.14 41.20 191.44 191.44

Group
Companies
Share Application Subsidiaries/ 5.29 22.83 8.24 46.79 9.26 16.91

Money Group
Companies
Sundry Debtors Subsidiaries/ 51.63 183.99 233.78 521.52 1289.55 1601.94

Group
Companies
Other Advances & Subsidiaries/ 11.17 38.69 1.33 2.70 21.69 380.20
Deposits Group
Companies
Salaries Payable Relatives of Key - - - - 0.07 -

Management
Personnel
Remuneration Key 0.49 0.14 0.13 0.16 0.33 0.50

Payable Management
Personnel
Sundry Creditors / Associates/ 0.53 10.99 30.62 11.23 41.94 33.93

Advance Received Subsidiaries/
Group
Companies
182
DIVIDEND POLICY
The declaration and payment of dividend will be recommended by the Board of Directors and approved by the
shareholders of the Company at their discretion and will depend on a number of factors, including the results of
operations, earnings, capital requirements and surplus, general financial conditions, contractual restrictions,
applicable Indian legal restrictions and other factors considered relevant by the Board. Further, pursuant to the
terms of the term loans obtained by the Company, prior written consent of the lenders of the Company is
required to pay any dividends. The Board may also from time to time pay interim dividend. All dividend
payments are made in cash to the shareholders of the Company.
The Company has not declared any dividends in the last five Fiscal years except for in the Fiscal year 2006-07
at the rate of 0.001% to the preference shareholders.
183
FINANCIAL STATEMENTS
To
The Board of Directors,
Ramky Infrastructure Limited,
Dear Sirs,
We have examined the annexed financial information of Ramky Infrastructure Limited (“the Company”) for the
financial years ended March 31, 2003, 2004, 2005, 2006, 2007 and the quarter ended June 30, 2007. The
financial information has been approved by the Board of Directors of the Company for the purpose of disclosure
in the Draft Red Herring Prospectus (“the DRHP”) / Red Herring Prospectus (“the RHP”)/ Prospectus and in our
opinion has been prepared in accordance with the requirements of:
1. Paragraph B (1) of Part II of Schedule II of the Companies Act, 1956 (“The Act”); and
2. The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000
(“the SEBI Guidelines”) issued by the Securities and Exchange Board of India (”SEBI”) in pursuance
to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments;
The terms of reference received from the Company requesting us to carry out work, proposed to be included in
the DRHP/ RHP / Prospectus of the Company in accordance with its proposed Initial Public Offer (‘IPO’) of its
equity shares.
Financial information as per the audited financial Statements:
1. We have examined the attached restated summary statement of assets and liabilities of the Company as
at March 31, 2003, 2004, 2005, 2006, 2007 and June 30, 2007, which are set out in Annexure - I to this
report. These assets and liabilities have been arrived at after making such adjustments and regroupings
as in our opinion are appropriate and more fully described in the notes appearing in Annexure - IV to
this report.
2. We have examined the attached restated summary statement of profits and losses for the years ended
March 31, 2003, 2004, 2005, 2006, 2007 and the quarter ended June 30, 2007, which are set out in
Annexure - II to this report. These profits have been arrived at after making such adjustments and
regroupings as in our opinion are appropriate and more fully described in the notes appearing in
Annexure - IV to this report.
3. We have examined the attached restated summary statement of cash flows for the years ended March
31, 2003, 2004, 2005, 2006, 2007 and the quarter ended June 30, 2007, which are set out in Annexure -
III to this report. These cash flows have been arrived at after making such adjustments and regrouping
as in our opinion are appropriate.
Based on our examination of these summary statements, we confirm that:
• except as stated in clause 1 of Annexure IV to this report, the prior period items have been
adjusted in the summary statements in the years to which they relate;
• there are no extraordinary items that need to be disclosed separately in the summary
statements; and
• there are no qualifications in the Auditors’ Reports, which require any adjustments to the
summary for the years ended March 31, 2003, 2004, 2005, 2006, 2007 and the quarter ended
June 30, 2007.
4. The summary of significant accounting policies adopted by the Company pertaining to the audited
financial statements as at and for the quarter ended June 30, 2007 is enclosed as Annexure - V to this
report.
184
5. We have also examined the following financial information of the Company proposed to be included in
the DRHP/RHP/Prospectus as approved by you and annexed to this report:
• Details of Rates of dividend, as appearing in Annexure - VI to this report;
• Accounting ratios, as appearing in Annexure - VII to this report;
• Details of Other Income, as appearing in Annexure - VIII to this report;
• Details of Secured loans, as appearing in Annexure - IX to this report;
• Details of Unsecured loans, as appearing in Annexure - X to this report;
• Details of Investments, as appearing in Annexure - XI to this report;
• Details of Sundry Debtors, as appearing in Annexure - XII to this report;
• Details of Loans and Advances, as appearing in Annexure - XIII to this report;
• Details of Contingent liabilities, as appearing in Annexure - XIV to this report;
• Capitalisation Statement as at June 30, 2007 as enclosed in Annexure - XV to this report;
• Details of related party transactions, as appearing in Annexure - XVI to this report;
• Statement of tax shelters as enclosed in Annexure - XVII to this report;
6. This report is intended solely for your information and for inclusion on the DRHP / RHP / Prospectus
in connection with the proposed IPO of the Company and is not to be used, referred to or distributed
for any other purpose without our prior written consent.

(Mahidhar. S.G.)
Partner
Hyderabad
22.11.2007
185
ANNEXURE – I
STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
Rs in Millions
AS AT
AS AT MARCH 31,
2003 2004 2005 2006 2007 2007
1. FIXED ASSETS:
a) Gross Block 92.94 118.27 178.38 351.64 578.65 596.18

b) Less: Depreciation 15.98 26.14 38.23 61.00 100.99 112.64
c) Net Block 76.96 92.13 140.15 290.64 477.66 483.54
d) Capital Work In Progress including

Advances paid on capital account 0.00 0.00 4.57 40.87 238.39 136.59
Total 76.96 92.13 144.72 331.51 716.05 620.13
2. INVESTMENTS 16.35 16.35 57.55 41.61 191.85 191.85
3. DEFFERED TAX (ASSET) 0.00 0.00 0.00 0.00 47.80 44.45
4. CURRENT ASSETS, LOANS AND

ADVANCES :
a) Inventories 9.90 51.19 106.83 483.10 500.16 910.46
b) Sundry Debtors 273.58 377.95 458.52 853.84 2397.51 2583.01
c) Cash and Bank Balances 44.71 67.80 105.49 316.35 630.24 308.99
d) Loans, Advances and other current
187.89 310.86 436.34 921.91 1995.27 2330.70
assets
Total 516.08 807.80 1107.18 2575.20 5523.18 6133.16
5. LIABILITIES & PROVISIONS:

a) Secured Loans 44.53 57.70 142.42 416.46 1233.76 1644.93
b) Unsecured Loans 7.04 7.32 0.00 0.00 0.00 0.00
c) Current Liabilities and Provisions 445.47 680.56 915.95 2083.82 3171.64 3174.56
d) Deferred Tax Liability 5.77 9.21 11.71 17.55 0.00 0.00
Total 502.81 754.79 1070.08 2517.83 4405.40 4819.49
6. NET WORTH (1 + 2 + 3 + 4 - 5) 106.58 161.49 239.37 430.49 2073.48 2170.10
7. EQUITY SHARE CAPITAL 20.60 20.60 20.60 69.80 70.82 70.82

8. PREFERENCE SHARE CAPITAL 0.00 0.00 0.00 0.00 10.89 10.89
9. SHARE APPLICATION MONEY 0.00 2.67 2.67 0.00 0.00 0.00
10. RESERVES AND SURPLUS 90.55 142.03 219.02 367.32 1993.23 2089.23
11. MISCELLANEOUS EXPENDITURE
TO THE EXTENT NOT WRITTEN OFF
OR ADJUSTED 4.57 3.81 2.92 6.63 1.46 0.84
12. NET WORTH (7 + 8 + 9 + 10 - 11) 106.58 161.49 239.37 430.49 2073.48 2170.10
186
ANNEXURE – II
STATEMENT OF PROFITS AND LOSSES, AS RESTATED
Rs in Million
QUARTER
2003 2004 2005 2006 2007 2007
INCOME:
Income from Operations 1006.98 1267.45 1658.33 3796.51 7110.54 1469.22
Increase/(Decrease) In Work In Progress (2.05) 18.87 32.01 285.68 4.96 334.15
1004.93 1286.32 1690.34 4082.19 7115.50 1803.37
Other Income 7.82 11.38 15.58 43.38 38.90 9.75
TOTAL 1012.75 1297.70 1705.92 4125.57 7154.40 1813.12
EXPENDITURE:
Sub-contract costs 534.45 718.72 822.84 1605.85 2777.82 671.31
Material consumed 198.82 262.55 390.62 1311.03 1747.49 517.23
Other Direct Expenses 180.85 181.78 280.88 707.94 1533.67 303.52
Staff Costs 10.96 19.83 40.22 97.76 183.27 65.82
Administration and other expenses 17.70 24.92 37.80 77.29 145.14 40.89
Interest and Bank Charges 13.31 15.38 18.70 68.99 193.08 66.02
Depreciation 5.94 10.38 13.18 23.09 40.05 11.65
TOTAL 962.03 1233.56 1604.24 3891.95 6620.52 1676.44
Profit / (Loss) before Prior period adjustments 50.72 64.14 101.68 233.62 533.88 136.68
Prior Period Adjustments - - (3.70) - - -
Profit / (Loss) before Taxation 50.72 64.14 97.98 233.62 533.88 136.68
Less : Provision for
- Current Year Tax 4.45 9.22 17.00 30.63 188.11 36.28
- Fringe Benefit Tax - - - 2.08 3.39 1.06
- Deferred Tax 1.77 3.44 2.50 5.84 (65.35) 3.35
- Wealth Tax - - 0.10 0.15 0.09 0.00
- TDS Adjustment 0.91 - 1.39 0.10 0.35 0.00
Profit / (Loss) after tax 43.59 51.48 76.99 194.82 407.29 95.99
Appropriations - - - - - -
Balance carried forward, as restated 43.59 51.48 76.99 194.82 407.29 95.99
187
ANNEXURE - III
STATEMENT OF CASH FLOWS, AS RESTATED
Rs in Millions
QUARTER
JUNE 30,
2003 2004 2005 2006 2007 2007
A) Cash Flow from Operating Activities
Net Profit before tax 50.72 64.14 97.98 233.62 533.88 136.68
Adjustments for:
Depreciation 5.94 10.38 13.18 23.09 40.05 11.65
Interest Paid 6.15 5.82 9.95 38.48 126.28 55.93
Interest Received (4.83) (5.12) (5.59) (14.71) (15.10) (3.49)
Preliminary Expenses Written Off - - - 0.38 1.51 -
Chit Loss Written Off 0.45 2.12 0.73 0.34 - -
Loss on Sale of Assets 0.59 0.08 0.59 0.20 0.03 -
Profit on Sale of Assets - - - - (0.27) -
Profit on Sale of Investments - - - (7.97) - -
Operating Profit before changes in working capital 59.02 77.42 116.84 273.43 686.38 200.77
Adjustments for:
Increase / (Decrease) in Trade Payables & Others 214.94 232.70 226.23 1154.07 937.26 (35.37)
(Increase) / Decrease in Loans & Advances (59.17) (103.66) (122.25) (413.55) (1047.59) (305.81)
(Increase) / Decrease in Inventories 0.95 (41.30) (55.64) (376.27) (17.06) (410.30)
(Increase) / Decrease in trade Receivables (163.71) (104.37) (80.57) (395.32) (1543.68) (185.50)
(Increase) / Decrease in Miscellaneous Expenditure (3.89) (2.21) - (4.43) 3.66 0.62
Cash flow from operating activities 48.14 58.58 84.61 237.93 (981.03) (735.59)
Adjustments for:
Income-tax / TDS adjustments (22.04) (26.66) (12.33) (89.44) (59.00) (28.06)
Fringe Benefit Tax - - - (0.57) (4.16) (0.53)
Net cash flow from operating activities [A] 26.10 31.92 72.28 147.92 (1044.19) (764.18)
B) Cash flow from Investing Activities
Sale of Fixed Assets 0.55 1.96 0.65 1.72 0.71 -
(Increase) / Decrease in Fixed Assets / Capital Work in
(37.10) (27.59) (67.00) (211.81) (425.07) 84.27
Progress
Interest Received 4.31 5.64 5.36 13.55 11.12 1.92
(Purchase) / Sale of Investments (16.35) - (41.20) 23.92 (150.25) -
Net Cash flow from Investing Activities [B] (48.59) (19.99) (102.19) (172.62) (563.49) 86.19
C) Cash flow from Financing Activities:

Proceeds from Issue of Share Capital / Share Application
Money / Securities premium - 2.67 - - 1230.54 -
Increase/(Decrease) in Long Term Borrowings 31.84 13.45 77.39 272.99 816.10 414.09
Interest Paid (5.11) (4.96) (9.79) (37.43) (125.07) (57.35)
Net cash flow from Financing Activities [C] 26.73 11.16 67.60 235.56 1921.57 356.74
Net Increase/Decrease in cash & cash equivalents

[A+B+C] 4.24 23.09 37.69 210.86 313.89 (321.25)
Cash and cash equivalents at the beginning of the year /
40.47 44.71 67.80 105.49 316.35 630.24
period
Cash and cash equivalents at the end of the year / period 44.71 67.80 105.49 316.35 630.24 308.99
188
ANNEXURE - IV
NOTES TO SUMMARY STATEMENTS
1) Notes on Non-Adjustments:
Gratuity: During the year ended March 31, 2007, the Company changed its accounting policy to
accrue gratuity liability on an actuarial basis in accordance with Accounting Standard 15 “Accounting
for Retirement Benefits in the Financial Statements of Employers” instead of on a cash basis adopted in
the previous years. No adjustments were made for the new accounting policy for the years ended 2003,
2004, 2005 and 2006.
Leave Encashment: During the year ended March 31, 2007, the Company has changed its accounting
policy for leave encashment liability on estimated value by the management instead of cash basis
adopted in the previous years. But no adjustments were made for the new accounting policy for the
years ended 2003, 2004, 2005 and 2006.
2) Impact of Regroupings / Adjustments / Prior Period Items:
Rs in Millions
QUARTER
ENDED
Particulars
JUNE 30,
2003 2004 2005 2006 2007 2007
Profit after tax as per audited statement of accounts 31.56 38.74 103.75 201.65 396.62 95.99
Less: Adjustments on account of: - - - - - -
1) Prior Period Items - - 3.70 (3.70)
- -
2) Deferred Tax Impact on Prior Period Items - - (1.25) 1.25 - -
3) Tax Deducted At Source Adjustments 0.56 (0.59) 1.39 0.34
(1.73) -
4) Extra-ordinary Items - - - -
- -
5) Short/(Excess) Tax provision adjusted (12.59) (12.15) 22.92 8.94
(8.94) -
43.59 51.48 76.99 194.82
Net adjusted profit after tax 407.29 95.99
3) Tax Adjustments:
Provision for taxes both current and deferred for the years ended March 31, 2003, 2004, 2005, 2006
and 2007 have been restated to give effect to increases or decreases in profit before tax and timing
differences due to prior period items, change in accounting policies and other adjustments.
4) Taxes of Earlier Years:
During the year ended March 31, 2005 the Company had reversed Rs. 23.00 million being the income
tax excess provided in the preceding years ended March 31, 2003 and 2004 and accordingly the same
has been restated in the respective years. During the year ended March 31, 2007 the Company has
provided Rs. 8.94 million being the income tax short provided in the year ended March 31, 2006 and
accordingly the same has been restated in that year.
189
ANNEXURE - V
A. SIGNIFICANT ACCOUNTING POLICIES:
a. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

I. The financial statements are prepared under the historical cost convention in accordance with
the generally accepted accounting principles in India, the applicable Accounting Standards
issued by the Institute of Chartered Accountants of India and relevant presentational
requirements of the Companies Act, 1956.
II. Accounting policies not specifically referred to otherwise are in consonance with prudent
accounting principles.
III. All income and expenditure items having material bearing on the financial statements are
recognised on an accrual basis.
IV. Contract revenue is recognized by reference to the stage of completion of the contract activity
at the reporting date of the financial statements on the basis of percentage of completion
method.
b. USE OF ESTIMATES:
The preparation of financial statements required estimates and assumptions to be made that affect the
reported amount of assets and liabilities on the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Difference between the actual results and
estimates are recognized in the period in which the results are known/ materialized.
c. FIXED ASSETS:
Fixed assets are stated at cost less accumulated depreciation. All costs directly attributable to bringing
the asset to the present condition for the intended use are capitalised.
Assets under installation/construction, advances paid towards acquisition of fixed assets, direct costs
and related incidental expenses incurred on assets that are not ready for their intended use or not put to
use as on the Balance Sheet date are stated as capital work in progress.
d. DEPRECIATION:
Depreciation is provided on the straight Line method at rates and in the manner prescribed by schedule
XIV to the Companies Act, 1956 on all assets, except for the following on which depreciation is
provided on the straight line method based on useful life of assets as estimated by the management.
Office Equipment6.33%
Air Conditioners 6.33%
The Company has provided depreciation at 100% in respect of assets costing less than Rs. 5,000/- each
and depreciation on the assets acquired during the year / period is provided on pro-rata basis.
e. RETIREMENT BENEFITS:
Contribution to provident fund has been remitted to the Provident fund commissioner and charged to
the revenue account.
190
Provision for gratuity is accounted on an actuarial valuation done by Life Insurance Corporation of
India.
Provision for leave encashment is made on estimated value by the management.
f. ACCOUNTING FOR INTEREST IN JOINT VENTURES:

In work sharing joint venture arrangements, the Company’s share of revenues, common expenses,
assets and liabilities are included in revenues, expenses, assets and liabilities, respectively.
g. SECURITIES PREMIUM:
Securities premium represents the difference between the face value and consideration received in
respect of shares issued. Expenses pertaining to the issue of shares were adjusted against the securities
premium account.
h. INVESTMENTS:
Current investments are carried at the lower of cost and the fair value. Long term investments are
carried at cost less provision for diminution in value of such investments.
i. BORROWING COSTS:
Borrowing costs that are attributable to the acquisition and construction of qualifying assets are
capitalised as part of the cost of such assets until such time the asset is ready for its intended use. A
qualifying asset is one that requires a substantial period of time to get ready for its intended use. All
other borrowing costs are charged to the Profit & Loss Account as period costs.
j. INVENTORIES:
The Inventories have been valued at cost and duly certified by the management.
k. FOREIGN CURRENCY TRANSACTIONS:

Foreign currency transactions are recorded on initial recognition in the reporting currency, using the
exchange rate at the date of the transaction. At each balance sheet date, foreign currency monetary
items are reported using the closing rate. Non-monetary items, which are carried at historical cost, are
reported using the exchange rate at the date of transaction.
l. IMPAIRMENT OF FIXED ASSETS:

Consideration is given at each balance sheet date to determine whether there is any indication of
impairment of the carrying amount of the Company’s fixed assets. An impairment loss is recognized
whenever the carrying amount of an asset exceeds the recoverable amount.
m. SEGMENTAL REPORTING:
The Company is a focused service company operating in construction contracts and consultancy
services. The product range of the Company is mainly civil contracts, turnkey execution of Effluent
Treatment Plant (ETP) & Sewerage Treatment Plant (STP) and consultancy services. The Company is
managed organizationally as a unified entity and is not organised a long product lines. Therefore, there
are no separate segments within the Company as defined by AS-17 (Segmental Reporting) issued by
the Institute of Chartered Accountants of India. Accordingly, the information given by the Company
pertains to contracts and consultancy segment.
n. TAXATION:
Current Tax:
Provision for current income tax is made on the basis of the Taxable income under the Income Tax Act,
1961.
Deferred Tax:
Deferred tax is calculated at the applicable statutory income tax rate and is recognised on timing
differences between taxable income and accounting income that originated in one period and are
capable of reversal in one or more subsequent periods.
191
o. EARNINGS PER SHARE:
Basic & Diluted:
The Company reports basic and diluted earnings per share in accordance with AS-20 issued by the
Institute of Chartered Accountants of India. The basic and diluted earnings per share has been
calculated by dividing the profit after tax by the weighted average number of equity shares and the
weighted average potentially dilutive equity shares outstanding during the accounting period.
B. OTHER NOTES:
80 (IA) of the Income Tax Act 1961
The Company has been availing deduction under Section 80 IA the Income Tax Act 1961, in respect of
Profits and gains derived from the undertaking on the construction of specified Infrastructure projects,
from Assessment year 2003-2004. The claim of the Company in this regard has been disputed and / or
disallowed by the Tax Authorities for the assessment year 2003-2004 and 2004-2005 and the matter is
pending before the Commissioner of Income Tax (Appeals).
In the finance act 2007 the provision has been amended retrospectively from assessment year 2000 –
2001 onwards to mean that this deduction will not be available to Sub contractors who merely execute
works contract for undertakings or enterprises eligible for deduction.
The Company, being the main contractor of infrastructure facilities, has been advised that its claims
are tenable.
Accordingly the tax provision for the quarter has been done on the basis that the claim under Section
80 IA of the Act is available to the Company and the tax effect amounting to Rs. 143.13 million in
respect of claim of the Company (including disallowances) up to June 30, 2007 has not been provided.
192
ANNEXURE - VI
DETAILS OF RATES OF DIVIDEND
QUARTER
Particulars
JUNE 30,
2003 2004 2005 2006 2007 2007
Convertible, Cumulative,
Redeemable, Participating
Preference Shares
- Face Value (Rs.) - - - - 10.00 -
Dividend ( % ) - - - - 0.001 -
193
ANNEXURE – VII
STATEMENT OF ACCOUNTING RATIOS
AS AT
AS AT MARCH 31,
PARTICULARS
JUNE 30,
2003 2004 2005 2006 2007 2007
Net Worth (Rs. in Millions) 106.58 158.82 236.70 430.49 2062.60 2159.21
(Excluding Share Application Money pending
allotment)
43.59 51.48 76.99 194.82 407.29

Restated Profit after Tax (Rs. in Millions) 95.99
Weighted Average no. of equity shares

outstanding during the year
- For basic earnings per share * 6712500 6712500 6712500 6912933 7021936 7081500
- For diluted earnings per share * 6712500 6758043 6979532 6979508 7304437 8170050
Earnings Per Share (EPS) Rs. 10 /- each

- Basic Earnings per shares (Rs.) 6.49 7.67 11.47 28.18 58.00 13.55
- Diluted Earnings per share (Rs.) 6.49 7.62 11.03 27.91 55.76 11.75
Return on Net Worth (%) 40.90% 32.41% 32.53% 45.26% 19.75% 4.45%
2059500 2059500 2059500 6979500 7081500 7081500

Number of Shares outstanding during the year
51.75 77.11 114.93 61.68 291.27 304.91

Net Assets Value per share of Rs. 10/- each
* On July 30, 2005 the Shareholders of the Company approved the issue of bonus equity shares in the ration of 2 : 1. The
calculation of basic and diluted earnings per share has been adjusted for all periods presented for bonus equity shares
issued in accordance with the requirements of AS – 20 “Earnings Per Share” issued by the ICAI.
Formula:
Earnings per Share (Rs.) = Net Profit after Tax / Weighted Average No. of Equity Shares
Net Assets Value (Rs.) = Net Worth / No. of Equity Shares
Return on Net Worth (%) = Net Profit after Tax / Net Worth
194
ANNEXURE - VIII
DETAILS OF OTHER INCOME, AS RESTATED
Rs in Millions
QUARTER
NATURE THE YEAR ENDED MARCH 31, ENDED
PARTICULARS
JUNE 30,
2003 2004 2005 2006 2007 2007
Interest Income Recurring 4.83 5.12 5.59 14.71 15.10 3.49
Miscellaneous Income Recurring 0.10 0.28 1.72 9.90 11.48 2.40
Insurance Claim Non Recurring - 0.35 0.05 0.02 0.21 0.62
Profit on Sale of Fixed
Non Recurring - - - - 0.27
Assets -
Equipment Lease Recurring - 3.87 7.14
10.01 11.19 3.04
Dividend on Chit Non Recurring 1.28 1.26 0.67 0.33 0.18 0.03
Rent Received Non Recurring 0.22 0.42 0.35 0.14 - -
Discount Received Non Recurring 1.39 0.01 - 0.27 0.26 0.17
Dividend on Shares Recurring - 0.07 0.06 0.03 0.21
-
Profit on Sale of Investments Non Recurring - - - 7.97 - -
TOTAL 7.82 11.38 15.58 43.38 38.90 9.75
195
ANNEXURE – IX
DETAILS OF SECURED LOANS, AS RESTATED
Rs in Millions
AS AT
AS AT MARCH 31,
2003 2004 2005 2006 2007 2007
Term Loans
- ING Vysya Bank - - - -
- 30.23
- SBH IFB Loan - -
- - 37.91 18.99
- Indian Bank - - -
- - 30.87
- Syndicate Bank - - -
- - 15.32
- YES Bank - - 155.00 34.37
- -
- Bank of India - - 15.93
- - 38.74
- Oriental Bank of Commerce - - 65.42
- - 79.72
- State Bank of Indore - - 101.00 100.00
- -
- SBI IFB - 186.35 - -
- -
Total Term Loans - - 30.23 217.22 427.69 234.71
Working Capital Loans
- Canara Bank overdraft Account 4.53 - -
5.04 2.45 3.33
- Canara Bank - Supply Bill Discounting - - - -
5.25 -
- State Bank of Hyderabad 3.65
2.97 3.61 4.71 4.74 193.05
- ICICI BANK 4.87 - -
- - -
- CITI Bank 7.04 - -
- 2.50 -
- Axis Bank Limited 5.06 -
- 39.60 98.95 82.89
- YES Bank - -
- - 99.02 99.28
- UCO Bank 4.99
- 4.79 5.09 4.90 4.95
- DCB Ltd - - 100.09 99.58
- -
- State Bank of India - IFB - - 19.61 12.84 498.51 842.30
- American Express Bank Limited - - -

0.36 - -
Total Working capital Loans 13.62 30.14 72.56 124.92 707.26 1322.05
Hire Purchase / Hypothecation Loans 30.91 27.56 39.63 74.32 98.81 88.17
TOTAL 44.53 57.70 142.42 416.46 1233.76 1644.93
196
TERM LOANS : Rs. in Millions
RATE
S. AMOUNT REPAYMENT
BANK OUTSTANDING OF SECURITY OFFERED
No. SANCTIONED TERM
INT
Exclusive charge on the
assets of the specific
projects
1) 100mld Sewerage
Treatment Plant pertaining
12 monthly
to Punjab Water Supply
Installments of
and Sewerage Board
1 Yes Bank 82.50 34.37 12.50% Rs.6.87 Millions
2) Providing and laying
each with effect
main trunk sewerline
from Nov 2006
pertaining to Ahmedabad
Municipal Corporation.
Personal Guarantee of two

Directors
current assets of the
10 monthly specific project "430 nos of
Installments of married accommodation at
Bank of
2 75.00 15.93 12.50% Rs.7.5 Millions Amritsar military station
India
each with effect awarded by Government of
from Dec 2006 India, Central Public
Works Department".

specific project
"Construction of dwelling
12 monthly units including allied
Oriental
Installments with external services at Air
3 Bank Of 85.00 65.42 13.25%
effect from April force Station, JC Nagar
Commerce
2007 Post Jalhalli, Bangalore
(North)"

Directors
specific project
Repayable in 8
"construction of dwelling
State Bank installments of
units including allied
4 of 50.00 18.99 11.00% Rs.6.25 Millions
external services at air
Hyderabad each with effect
force station, Bangalore"
from Feb 2007
Personal guarantee of two
Directors
PDC for Rs. 100 Millions
Bullet payment of
State Bank
5 100.00 100.00 10.50% after 6 months of
of Indore Personal guarantee of one
sanction
of the Directors
197
WORKING CAPITAL LOANS : Rs in Millions
S. AMOUNT RATE
BANK OUTSTANDING SECURITY OFFERED
No. SANCTIONED OF INT
Pari passu first charge on entire current assets –

present & future & pari passu first charge on
unencumbered fixed assets
Equitable Mortgage of open plot of Land

bearing Sy. No. 101/E(Old Sy No.101) adm
4840 sq yds situated at Katedan Village,
State Bank of
1 200.00 193.05 12.00% Rajendra Nagar Mandal, RR District AP in the
Hyderabad
name of M/s Ramky Estates & Farms Private
Limited
Corporate guarantee of Ramky Enviro

Engineers Ltd & Ramky Estates & Farms
Private Ltd
Personal guarantee of two Directors

First charge on entire current assets - present &
State Bank of
2 1000.00 842.30 12.00% future & pari passu first charge on
India
unencumbered fixed assets
Equitable Mortgage of open plots in survey
no.40, 41, 43 & 44 situated in Hydernagar
village Bilinear Mandal, Kukatpally in the
name of Ramky Enviro Engineers Ltd
Equitable Mortgage of 45 guntas land
belonging to Ramky Estates and Farms Pvt Ltd
at s.no.53/3 and 53/6 at Vajrahalli village,
Neelamangala Taluk near Bangalore
Equitable Mortgage of 5977 sq.yards land in
s.no.45/2a and 5899 sq.yards land in s.no.71/1,
both at Vajrahally village, Neelamangala Taluk
near Bangalore belonging to Sri M. Venu
gopala Reddy.
Equitable Mortgage of 5899 sq.yards land in
s.no.71/1, at Vajrahalli village, Neelamangala
Taluk near Bangalore belonging to
Mr.M.Venugopal Reddy s/o M.Papi reddy
Equitable Mortgage of 717 sq.yards of sit (plot
no.495 block III of Jubliee hills) in survey
no.403/1(old) new no.120 of Shaikpet,
s.no.102/1 of Hakimpet village Hyderabad
belonging to Smt. Alla Dakshyani w/o
A.Ayodya Rami Reddy
Private Ltd
Pari passu first charge on the current assets of
3 UCO Bank 5.00 4.95 14.00%
the Company
All those pieces or parcels of the freehold land
admeasuring 3 acres, 39 guntas in survey
no.77/2 and situated at Avathi village, Kasaba
hobli, Devanahalli Taluk, Bangalore in the
name of Ramky Estates & Farms Private Ltd
198
S. AMOUNT RATE
name of Ramky Estates & Farms Private Ltd
name of Ramky Estates & Farms Private ltd
Pari passu first charge on entire current assets -
present & future and second pari passu charge
4 Yes Bank 100.00 99.28 13.50% on unencumbered fixed assets

Pari passu charge on entire current assets and
Development second charge on the fixed assets of the
5 100.00 99.58 13.50%
Credit Bank Company
Pari passu charge on entire current assets and
6 AXIS Bank 150.00 82.89 11.50% second charge on the fixed assets of the
Limited Company
Equitable mortgage of flat admeasuring 904.94

sq ft located at 6-3-1089/G/2 situated at Ground
Floor, ‘Ramky House’, Raj Bhavan Road,
Somajiguda, Hyderabad, in the name of Ramky
Estates & Farms Private Limited.

sq ft located at 6-3-1089/G/2 situated at Second

sq ft located at 6-3-1089/G/2 situated at First

sq ft located at 6-3-1089/G/2 situated at Garage,
‘Ramky House’, Raj Bhavan Road, Somajiguda,
Hyderabad, in the name of Ramky Estates &
Farms Private Limited.
Corporate Guarantee of Ramky Estates & Farms

Private Limited.
Personal guarantee of One Director
199
ANNEXURE – X
DETAILS OF UNSECURED LOANS, AS RESTATED
Rs.in Millions
AS AT MARCH 31, AS AT
2003 2004 2005 2006 2007 2007
From Promoters, Promoter Group & Group Companies of 7.04 7.32 - - - -

Promoters
From Other than Promoters, Promoter Group & Group - - - - - -

Companies of Promoters
TOTAL 7.04 7.32 - - - -
Rate of Interest on Promoters group loans 12% 12% - - - -
Rate of Interest on others loans - - - - - -
200
ANNEXURE - XI
DETAILS OF INVESTMENTS, AS RESTATED
Rs in Millions
2003 2004 2005 2006 2007 2007
Quoted Investments - At cost 0.41 0.41 0.41 0.41

0.41 0.41
(At Market Value) (0.83) (2.32) (3.10) (3.13)

(1.68) (2.26)
Unquoted Investments
In Subsidiary Companies - - - 191.44

- 191.44
-
In Associate / Group Companies 15.94 57.14 41.20 -
15.94
-
Others - - - -
-
Total 16.35 16.35 57.55 41.61 191.85 191.85
Less: Provision for diminution in value of
- - - - - -
investments
16.35 57.55 41.61
Net Investment 16.35 191.85 191.85
201
ANNEXURE – XII
DETAILS OF SUNDRY DEBTORS (AGE-WISE ANALYSIS), AS RESTATED
Rs in Millions
2003 2004 2005 2006 2007 2007
Unsecured, considered good

Other than Related Parties
- Less than six months 216.81 134.48 163.24 262.56 1026.32 826.90
- More than six months 5.14 59.48 61.50 69.76 81.64 154.17
Related Parties
- Less than six months 51.62 183.99 205.20 319.95 1106.61 1045.90
- More than six months 0.01 0.00 28.58 201.57 182.94 556.04
TOTAL 273.58 377.95 458.52 853.84 2397.51 2583.01
202
ANNEXURE - XIII
DETAILS OF LOANS AND ADVANCES, AS RESTATED
Rs in Millions
AS AT
AS AT MARCH 31,
2003 2004 2005 2006 2007 2007

Loans & Advances
- to Group Companies 27.48 24.12 38.97 85.21 - -
- to Others 3.34 2.01 0.28 0.19 - -
Security Deposit 77.79 112.99 160.58 358.90 876.86 1022.22
Earnest Money Deposit 16.08 17.42 44.55 47.84 105.65 95.31
Interest Accrued But Not Due / Received 2.11 1.59 1.82 2.99 6.97 8.54
Prepaid Expenses 3.17 5.67 5.87 26.37 24.72 67.16
Tax Deduction At Source 29.06 36.35 51.88 122.74 144.52 172.57

Other Advances & Deposits
- to Group Companies 11.17 38.69 1.33 2.70 21.69 2.31

- Share Application Money in
Subsidiaries / Group Companies 5.29 22.83 8.24 46.79 9.26 16.91
- to Others 12.40 49.19 122.82 228.18 805.60 945.68
TOTAL 187.89 310.86 436.34 921.91 1995.27 2330.70
203
ANNEXURE – XIV
DETAILS OF CONTINGENT LIABILITIES, AS RESTATED
Rs in Millions
AS AT
AS AT MARCH 31,
JUNE
PARTICULARS
30,
2003 2004 2005 2006 2007 2007
Bank guarantees issued in favour of

186.47 346.74 615.10 1499.22 2873.19 3862.76
various authorities
Letter of Credits issued by various Banks - 2.00 12.39 78.37 234.28 120.18
Foreign Letter of Credits issued by

- 2.44 35.43 - 57.73 24.78
various Banks
Disputed Claim Petition pending before

- - - - - 44.96
the Arbitral Tribunal, Bangalore
Disputed Sales Tax 8.99 5.32 4.07 4.07 9.95 9.95
Disputed Income Tax - - - 12.62 23.16 23.16
Corporate Guarantee in favour of Axis

Bank Limited for credit facility availed
- - - 125.00 865.10 865.10
by Ramky Enviro Engineers Ltd &
Ramky Pharmacity India Limited
Pledge of shares held by the Company in
Gwalior Bypass Project Limited for the
- - - - 0.26 0.26
loan availed by Gwalior Bypass Project
Limited
Ramky Pharmacity India Limited for the
- - - - 89.42 89.42
loan availed by Ramky Pharmacity India
Limited.
MDDA IS Bus Terminal Ltd for loan - - 41.20 41.20 97.50 97.50
availed by MDDA IS Bus Terminal Ltd
204
ANNEXURE - XV
CAPITALIZATION STATEMENT
Rs in Millions
Pre Issue
Particulars as at Post Issue *
30.06.2007
Borrowings
Secured Loans 1644.93
Unsecured Loans -
Less: Short Term Debts 1618.02
Total Long Term Debt 26.91
Shareholders Funds
Reserves & Surplus 2089.23
Less: Miscellaneous Expenditure to the extent not written off 0.84

Total Shareholders' Funds 2159.21
Debt / Equity Ratio 0.01 : 1
Shareholders' funds post issue can be calculated only on the conclusion of the book building process
Debt / Equity Ratio = Total Long Term Debt / Total Shareholder’s Funds
Note: Short Term Debts are debts maturing within next one year
205
ANNEXURE – XVI
Key
A. Ayodhya Rami A. Ayodhya Rami A. Ayodhya Rami A.Ayodhya Rami A.Ayodhya Rami A.Ayodhya Rami
Management
Reddy Reddy Reddy Reddy Reddy Reddy
Personnel
Y R Nagaraja Y R Nagaraja Y R Nagaraja Y.R.Nagaraja Y.R.Nagaraja Y.R.Nagara Raja
Smt. M.Udaya Smt. M.Udaya

Kumari Kumari
K. Venkata Krishna
Reddy
Associates /
Medicare Incin MDDA Ramky Medicare Incin Ramky Enviro Ramky Enviro Ramky Enviro
Group
Private Limited ISBT Limited Private Limited Engineers Limited Engineers Limited Engineers Limited
Companies /
Relatives & Mumbai Waste Medicare Incin Mumbai Waste Ramky Estates & Ramky Estates & Ramky Estates &
Associates of Management Private Limited Management Farms (p) Limited Farms (p) Limited Farms (P) Limited
Key Limited Limited
Management Ramky Enviro Mumbai Waste Ramky Estates & Ramky Finance & Ramky Finance & Ramky Finance &
Personnel Engineers Limited Management Farms (P) Limited Investment (p) Investment (p) Investment (P)
Limited Limited) Limited) Limited)
Ramky Estates & Ramky Enviro Ramky Enviro Semb Ramky Semb Ramky Semb Ramky
Farms (P) Limited Engineers Limited Engineers Limited Environmental Environmental Environmental
Management Management Management
Pvt.Ltd Pvt.Ltd Pvt.Ltd
Ramky Fin.& Ramky Estates & Ramky Fin.& Ramky Global Ramky Global Ramky Global
Inv.(p) Limited Farms (P) Limited Inv.(p) Limited Solutions private Solutions private Solutions Private
APR Project Pvt Ramky Fin.& Tamilinadu Waste Ramky Infra Ramky Infra Voyants Solutions
Ltd Inv.(p) Limited Management Ltd., Consulting (p) Consulting (p) Private Limited
Limited Limited
ADR Ramky Pharma Ramky Pharma Mumbai Waste Mumbai Waste Mumbai Waste
Constructions City Limited City Limited Management Management Management
G. Manohar & Co Tamilinadu Waste N.R.Environmental Tamil Nadu Waste Tamil Nadu Waste Tamil Nadu Waste
Management Ltd., Engineers Management Management Management
A.Peri Reddy N.R.Environmental A.Peri Reddy R.K. Consultancy R.K. Consultancy R.K. Consultancy
Engineers services services services
R.K. Consultancy ADR R.K Constructions R.K Constructions R.K Constructions

Services Constructions
APR Project Pvt ADR ADR

R.K. Constructions ADR Constructions
Ltd Constructions Constructions
ADR Ramky VSM JV Ramky VSM JV Ramky VSM JV
Constructions
APR Project Pvt West Bangal Waste West Bangal West Bangal
Ltd Management Waste Waste
Limited Management Management
Limited Limited
A.Peri Reddy N.R. Environmental N.R. N.R.
Engineers Inc Environmental Environmental
Engineers Inc Engineers Inc
A.Dashratha Rami Ramky Energy & Ramky Energy &
Reddy Environment Environment
Limited Limited
A.Peri Reddy Ramky Ramky
206
Foundation Foundation
Y.R.Naga Krishna A.Dashratha Rami A.Dashratha Rami

Reddy Reddy
Sri. M.Vasudeva Smt. A.

Reddy Dakshayani
Smt. A. Sri. A. Rama
Dakshayani Krishna Reddy
Sri. A. Rama Y.R.Naga Krishna

Krishna Reddy
Y.R.Naga Krishna
MDDA Ramky IS
MDDA Ramky IS
Bus Terminal
Subsidiaries Bus Terminal
Limited
Limited
Ramky Ramky Pharma
Pharmacity (India) City (India) Ltd
Ltd
Ramky Ramky
Engineering & Engineering &
Consultancy Consultancy
Services (FZC) Services (FZC)
Gwalior Bypass Gwalior Bypass

Project Ltd Project Ltd
207
Rs in Millions
QUARTER
Nature of ENDED
Particulars
2003 2004 2005 2006 2007 2007
Associates /
Security Deposit Paid - - - 1.29
Group Co -
-
Security Deposit Paid Subsidiaries - - - 2.00
329.18 44.13
Associates /
Security Deposit Received - - - - 0.19
Group Co
0.02
Unsecured Loans Paid Associates /
- - - 5.00 -
back Group Co
-
Unsecured Loans Associates /
- - - - 73.69
Received back Group Co
-
Associates /
Unsecured Loans Paid - - - 4.75 -
Group Co
-
Associates /
Advance Paid - - - - 1.46
Group Co
2.50
Share Application Money Associates /
5.29 53.66 23.13 51.15 -
Paid Group Co
-
Share Application Money
Subsidiaries - - - - 8.19
Paid 7.65
Group Co /
Investments 15.94 - 41.20 - 107.59
Subsidiaries
-
Group Co /
Relative of
Sub Contract Expenses Key 12.60 8.70 31.45 16.57 227.08
0.50
Management
Personnel
Associates /
Consultancy Paid - 0.20 0.02 0.26 - -
Group Co
Rent Paid Group Co - - - - 0.63 0.11

Associates /
Contract Amount
Group Co / 169.32 266.55 396.16 1125.84 1698.28 432.55
Received
Subsidiaries
Relative of
Sub Contract Amount Key
4.80 - - - - -
Received Management
Personnel
Consultancy Received Group Co - - - 0.26 - -

Hire Charges Received Group Co - 3.72 6.60 9.84 11.19 2.80
Rent Received Group Co - - - 0.10 - -
Slum Sale Group Co - - - - 78.61 -
208
Sale of Land Group Co - - - - 0.30
-
Vehicle Purchase Group Co - 1.14 - - -
-
Key
Management
Donation Paid - - -
Personnel - 0.68 -
Interested
Key
Remuneration &
Management 1.82 3.54 4.66 4.66 6.47
allowances to Directors 2.34
Personnel
Key
Sale of Investments Management - - -
23.92 - -
Personnel
Relatives of
Key
Salaries 0.18 0.22 0.20 0.40 1.03
Management 0.12
Personnel
Subsidiaries/
Group Co /
Subscription to / Purchase
Key - - -
of shares - 42.15 -
Management
Personnel
Interest Income Group Co 1.81 2.81 3.38 9.33 3.33 -
Interest Expense Group Co 1.42 0.80 0.23 0.16 - -
209
Rs in Millions
QUARTER
Nature of THE YEAR ENDED MARCH 31,
Particulars ENDED
2003 2004 2005 2006 2007 2007
Current Assets - Associates/ 27.48 24.12 38.97 85.21 -

Loans & Advances Subsidiaries/ -
Group
Companies
Investments Subsidiaries/ 15.94 15.94 57.14 41.20 191.44 191.44

Group
Companies
Share Application Subsidiaries/ 5.29 22.83 8.24 46.79 9.26 16.91

Money Group
Companies
Sundry Debtors Subsidiaries/ 51.63 183.99 233.78 521.52 1289.55 1601.94

Group
Companies
Other Advances & Subsidiaries/ 11.17 38.69 1.33 2.70 21.69 380.20
Deposits Group
Companies
Salaries Payable Relatives of Key - - - - 0.07 -

Management
Personnel
Remuneration Key 0.49 0.14 0.13 0.16 0.33 0.50

Payable Management
Personnel
Sundry Creditors / Associates/ 0.53 10.99 30.62 11.23 41.94 33.93

Advance Received Subsidiaries/
Group
Companies
210
ANNEXURE - XVII
STATEMENT OF TAX SHELTERS
Rs in Millions
QUARTER
PARTICULARS ENDED
JUNE 30,
2003 2004 2005 2006 2007 2007
Rate of Income Tax 36.75% 35.88% 36.59% 33.66% 33.66% 33.99%
A. Profit before tax after extra-ordinary items 50.72 64.14 97.98 233.62 533.88 136.68
B. Permanent Differences / Adjustments

(i) Amount disallowed under the Income Tax
Act 0.99 0.42 1.06 0.75 3.88 0.16
(ii) Dividend Income Not Taxable - - - (0.03) (0.21) -
(iii) Share of income from AOP considered

separately - - - (3.18) (17.70) (5.24)
C. Profit on Sale of Investments / Assets (

Taxable at special Rate) - - - (7.97) (0.27) -
D. Timing Differences
(i) Difference between book depreciation &
tax depreciation (6.67) (8.59) (11.92) (15.97) (26.62) (4.92)
(ii) Adjustments u/s 43B 1.16 (1.09) (1.31) 29.19 187.86 -
E. Prior Period Adjustments / Extra-ordinary

items - - 3.70 (3.70) - -
F. Deduction u/s 80 IA & 80 IB (34.34) (29.37) (43.90) (150.85) (131.99) (25.59)
G. Net Adjustment (B + C + D + E + F ) (38.86) (38.63) (52.37) (151.76) 14.95 (35.59)
H. Taxable Income at applicable Rates ( A + G ) 11.86 25.51 45.61 81.86 548.83 101.09
I. Taxable Income at Special Rates - - - 6.19 0.25 -
J. Current Tax payable after adjustments,

as Restated 4.45 9.22 17.00 30.63 188.11 36.28
211
CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (INCLUDING SUBSIDIARIES)
To
The Board of Directors
Hyderabad
Dear Sirs,
We have examined the consolidated financial information of Ramky Infrastructure Limited (“the Company”)
and its subsidiaries, Ramky Pharmacity (India) Limited, MDDA Ramky IS Bus Terminal Limited, Gwalior
Bypass Project Limited and Ramky Engineering and Consulting Services (FZC) (herein after referred to as “the
Group”) for the year ended March 31, 2007 and for the quarter ended June 30, 2007 annexed to this report
which have been prepared in accordance with the requirements of:
a. Paragraph B (1) Part II of Schedule II to the Companies Act, 1956 (“the Act”); and
b. the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (“the
SEBI Guidelines”) issued by the Securities and Exchange Board of India (“SEBI”) in pursuance of
Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments;
The terms of reference received from the Company requesting us to carry out work proposed to be included in
the Draft Red Herring Prospectus (“DRHP”)/ Red Herring Prospectus (“RHP”) / Prospectus of the Company in
accordance with its proposed initial public offer (“IPO”) of its equity shares.
Consolidated Financial Information as per audited consolidated financial statements

1. We have examined the attached restated summary statement of consolidated assets and liabilities of the
Group as at March 31, 2007 and June 30, 2007 and the attached restated summary statement of
consolidated profits and losses and the attached restated summary statement of consolidated cash flows
for the year/quarter ended on that date (“Summary Statements”) [Annexure I, II and III to this report]
as prepared by the Company and approved by the Board of Directors. These Summary statements have
been prepared after making such adjustments and regroupings as in our opinion are appropriate and
more fully described in the notes on adjustments appearing in Annexure IV to this report. The
Summary Statements are based on the consolidated financial statements for the year ended March 31,
2007 and quarter ended June 30, 2007, which have been audited by us.
2. We report that the consolidated financial statements have been prepared by Ramky Infrastructure
Limited’s Management in accordance with the requirements of Accounting Standard 21, Consolidated
Financial Statements issued by The Institute of Chartered Accountants of India and on the basis of
separate audited financial statements of Ramky Infrastructure Limited and its subsidiaries included in
the consolidated financial statements.
The summary statements of the subsidiaries- Gwalior Bypass Project Limited and Ramky Engineering
and Consulting Services (FZC) for the year ended March 31, 2007 and quarter ended June 30, 2007 are
based on the financial statements of those companies, which have been audited by M/s P.C.Bindal &
Co. and M/s N.R. Doshi & Co., Chartered Accountants, respectively and on which we have placed
reliance.
Based on our examination of these summary statements, we confirm that:
• except as stated in clause 1 of Annexure IV to this report, the prior period items have been
adjusted in the opening reserves of the Summary Statements;
212
• there are no Extraordinary items that need to be disclosed separately in the summary
statements; and
• there are no qualifications in the Auditors’ Reports, which require any adjustments to the
summary statements for the Company and its Subsidiaries Financial Statements for the year
ended March 31, 2007 and quarter ended June 30, 2007.
3. The summary of significant accounting policies adopted by the Group pertaining to the audited
financial statements as at June 30, 2007 are enclosed as part of Annexure V to this report.
4. We have also examined the following financial information of the Company proposed to be included
in the DRHP/RHP/Prospectus as approved by you and annexed to this report:
a. Accounting ratios, as appearing in Annexure - VI to this report;
b. Details of Other Income, as appearing in Annexure - VII to this report;
c. Details of Secured loans, as appearing in Annexure - VIII to this report;
d. Details of Unsecured loans, as appearing in Annexure - IX to this report;
e. Details of Investments, as appearing in Annexure - X to this report;
f. Details of Sundry Debtors, as appearing in Annexure - XI to this report;
g. Details of Loans and Advances, as appearing in Annexure - XII to this report;
h. Details of Contingent liabilities, as appearing in Annexure - XIII to this report;
i. Capitalisation Statement as at June 30, 2007 as enclosed in Annexure - XIV to this report;
j. Segmental Reporting, as appearing in Annexure XV to this report;
k. Details of related party transactions, as appearing in Annexure - XVI to this report;
5. This report is intended solely for your information and for inclusion in the offering memorandum in
connection with the IPO of the Company and is not be used, referred to or distributed for any other
purpose without our prior written consent.

( Mahidhar. S.G.)
Partner
Hyderabad
22.11.2007
213
ANNEXURE – I
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES, AS RESTATED
(Rs in Millions)
AS AT AS AT
PARTICULARS MARCH 31, JUNE 30,
2007 2007
1. FIXED ASSETS
i) Tangible assets
a) Gross Block 991.71 1009.32
b) Less: Depreciation 125.51 139.42
c) Net Block 866.20 869.90
d) Capital Work in progress including advances paid on capital account 511.19 547.22
ii) Intangible assets
Goodwill 21.27 21.27

Total 1398.66 1438.39
2. INVESTMENTS 0.41 0.41
3. DEFERRED TAX (ASSET) 47.80 44.45
4. CURRENT ASSETS, LOANS AND ADVANCES
a) Inventories 1262.24 1702.07
b) Sundry Debtors 2142.67 2226.29
c) Cash and Bank Balances 1122.34 853.26
d) Loans, Advances and other current assets 1743.06 2051.56
Total 6270.31 6833.18
5. LIABILITIES & PROVISIONS
a) Secured Loans 1621.32 2005.03
b) Unsecured Loans 6.81 6.98
c) Current Liabilities and Provisions 3921.90 4057.27
Total 5550.03 6069.28
6. MINORITY INTEREST 93.24 96.52
7. NET WORTH (1+2+3+4-5-6) 2073.91 2150.63
8. EQUITY SHARE CAPITAL 70.82 70.82

9. PREFERENCE SHARE CAPITAL 10.89 10.89
10. RESERVES AND SURPLUS 1994.27 2070.41
11. MISCELLANEOUS EXPENDITURE TO THE EXTENT NOT WRITTEN
OFF OR
ADJUSTED 2.07 1.49
12. NET WORTH (8+9+10-11) 2073.91 2150.63
214
ANNEXURE - II
STATEMENT OF CONSOLIDATED PROFITS AND LOSSES, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
PARTICULARS
MARCH 31, JUNE 30,
2007 2007
I. INCOME
Income from operations 7352.75 1375.79

Increase/(Decrease) in work in progress 4.96 334.15
7357.71 1709.94
Other income 45.71 19.73
TOTAL 7403.42 1729.67
II. EXPENDITURE
Sub-contract costs 2777.82 571.44
Materials consumed 1747.49 517.23
Other direct expenses 1748.99 323.67
Staff costs 191.22 69.46
Administration and other expenses 149.80 42.92
Interest and bank charges 195.39 67.47
TOTAL 6854.61 1606.09
Profit/Loss before taxation

548.81 123.58
Current 193.60 39.72
Deferred (65.35) 3.35
Fringe benefit 3.54 1.09
Wealth 0.09 -
TDS adjustment 0.35 -
Profit before minority interest 416.58 79.42
Less: Minority interest 8.49 3.28
Transfer to cost of control (0.23) -
Net Profit, as restated 408.32 76.14
Appropriations - -
Balance carried forward, as restated 408.32 76.14
215
ANNEXURE - III
STATEMENT OF CONSOLIDATED CASH FLOWS, AS RESTATED
(Rs in Millions)
YEAR
ENDED QUARTER
PARTICULARS
MARCH 31, ENDED
2007 JUNE 30, 2007
A) Cash flow from operating activities
Net Profit before tax
548.81 123.58
Adjustments for:

Interest Paid 128.50 57.32
Interest Received (21.92) (13.47)
Preliminary Expenses Written Off 1.84 0.03
Loss on Sale of Assets 0.03 -
Profit on Sale of Assets (0.27) -
Operating profit before changes in working capital
700.89 181.36
Adjustments for:
Increase/(Decrease) in Trade Payables and Others 769.90 99.13

(Increase)/Decrease in Loans and Advances (602.24) (273.70)
(Increase)/Decrease in Inventories (38.34) (439.83)
(Increase)/Decrease in Trade Receivables (1286.72) (83.62)
(Increase)/Decrease in Miscellaneous Expenditure 2.85 0.55
Cash outflows from operating activities (453.66) (516.11)
Adjustments for:
Income-tax / TDS adjustments (63.80) (30.89)

Fringe Benefit Tax (4.39) (0.55)
Net cash flow from operating activities - (A) (521.85) (547.55)
B) Cash flows from investing activities
Sale of Fixed Assets 0.71 -

(Increase) in Fixed Assets/Capital Work in Progress (891.80) (53.64)
Interest Received 13.81 4.06
Payments for net assets acquired of subsidiary, net of cash (127.67) -
Net cash flow from investing activities - (B) (1004.95) (49.58)
C) Cash flows from financing activities
Proceeds from issue of Share Capital/Share Application Money 1230.54 -

Payment (to)/from Minority Interest 87.82 -
Increase/(Decrease) in Long Term Borrowings 1141.72 386.79
Interest Paid (127.30) (58.74)
Net cash flow from financing activities - (C) 2332.78 328.05
Net increase in cash and cash equivalents (A+B+C)
805.98 (269.08)
Cash and cash equivalents at the beginning of the year/period
316.36 1122.34
Cash and cash equivalents at the end of the year/period
1122.34 853.26
216
ANNEXURE - IV
NOTES TO SUMMARY STATEMENTS
5) Notes on Non-Adjustments:
Gratuity: During the year ended March 31, 2007, the Company changed its accounting policy to
accrue gratuity liability on an actuarial basis in accordance with Accounting Standard 15 “Accounting
for Retirement Benefits in the Financial Statements of Employers” instead of on a cash basis adopted in
the previous years.
Leave Encashment: During the year ended 31st March - 2007, the Company has changed its
accounting policy for leave encashment liability on estimated value by the management instead of cash
basis adopted in the previous years.
6) Impact of Regroupings / Adjustments / Prior Period Items:
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
MARCH 31, JUNE 30,
Particulars 2007 2007
Profit after tax as per audited consolidated statement of accounts 397.65 76.14
Less: Adjustments on account of: - -

1) Short/(Excess) Tax provision adjusted in the opening reserves (10.67) -
Net adjusted profit after tax 408.32 76.14
217
ANNEXURE – V
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES TO THE RESTATED CONSOLIDATED
FINANCIAL STATEMENTS
I. Principles of consolidation
The consolidated financial statements relate to Ramky Infrastructure Limited (The Company) and its
subsidiary companies. The consolidated financial statements have been prepared on the following
basis:
i) The financial statements of The Company and its subsidiary companies have been combined
on a line by line basis by adding together the book values of like items of assets, liabilities,
income and expenses after fully eliminating intra-group balances and intra-group transactions
resulting in unrealized profits or losses, if any, as per Accounting Standard 21, Consolidated
Financial Statement issued by The Institute of Chartered Accountants of India.
a. The list of subsidiary companies, which are included in the consolidated financial statements
and the Company’s holding therein is as under:
Name of the Subsidiary Company Country of Incorporation % of ownership

as at 31.03.2007
and 30.06.2007
1. Ramky Pharmacity (India) Limited India 51%

2. MDDA Ramky IS Bus Terminal Limited India 100%
3. Gwalior Bypass Project Limited India 51%
4. Ramky Engineering and Consulting United Arab Emirates 100%
Services (FZC)
iii) As far as possible, the consolidated financial statements have been prepared using uniform
accounting policies for like transactions and other events in similar circumstances and are
presented to the extent possible, in the same manner as the parent company’s separate
financial statements.
II. BASIS OF PREPARATION OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS:
i The consolidated financial statements are prepared under the historical cost convention in
accordance with the generally accepted accounting principles in India, the applicable Accounting
Standards issued by the Institute of Chartered Accountants of India and relevant presentational
requirements of the Companies Act, 1956 and that of the foreign subsidiary has been prepared in
compliance with local laws and applicable accounting standards.
ii Accounting policies not specifically referred to otherwise are in consonance with prudent
accounting principles.
iii All income and expenditure items having material bearing on the financial statements are
recognised on accrual basis.
iv Contract Revenue is recognized by reference to the stage of completion of the contract activity at
the reporting date of the financial statements on the basis of percentage of completion method.
III. FIXED ASSETS :
Fixed assets are stated at cost less accumulated depreciation. All costs, directly attributable to bringing
the asset to the present condition for the intended use, are capitalised.
218
Assets under installation/construction, advances paid towards acquisition of fixed assets, direct costs
and related incidental expenses incurred on assets that are not ready for their intended use or not put to
use as on the Balance Sheet date are stated as capital work in progress.
IV. DEPRECIATION :
For Parent Company-

Depreciation is provided on straight Line method at rates and in the manner prescribed by schedule XIV
to the Companies Act, 1956 on all assets, except for the following on which depreciation is provided on
straight line method based on useful life of assets as estimated by the management.
Office Equipment 6.33%

Air Conditioners 6.33%
The company has provided depreciation at 100% in respect of assets costing less than Rs. 5,000/- each
and depreciation on the assets acquired during the year/period is provided on pro-rata basis.
For Subsidiary Companies-
1) Ramky Pharmacity (India) Limited-
Depreciation has been provided on Straight Line Method as per the rates and manner specified
in Schedule XIV to the Companies Act, 1956.
The company has provided depreciation at 100% in respect of assets costing less than Rs.
5000/- each, depreciation on the assets acquired during the year/period is provided on pro-rata
basis.
2) MDDA Ramky IS Bus Terminal Limited-
Depreciation has been provided on Straight Line Method as per the rates and manner specified in
Schedule XIV to the Companies Act, 1956, except for the following assets, from the date of
commercial operations.
i. Depreciation on the following assets has been provided based on the useful life estimated by
the management or over the concession/lease period which ever is lower :
a. Buildings - 20 years
b. Roads, water supply and drainage system - 10 years
c. Electrical equipment & fittings - 20 years
d. Sewerage Treatment Plant - 10 years
e. Office Equipment - 20 years
f. Air Conditioner - 20 years
ii. The Company has provided depreciation at 100% in respect of assets costing less than
Rs.5000/- each and depreciation on the asserts acquired during the year/period is provided on
pro-rata basis
V. RETIREMENT BENEFITS:
Contribution to provident fund has been remitted to provident fund commissioner and charged to
revenue account.
Provision for gratuity is accounted on actuarial valuation done by Life Insurance Corporation of India.
Provision for leave encashment is accounted on estimated value by the management.
For Foreign Subsidiary Company-
219
Provision for employee entitlements to annual leave, terminal benefits, and air passage to their home
country as a result of services rendered by employees are not provided and these are recognized in the
accounts as and when paid by the company.
VI. ACCOUNTING FOR INTEREST IN JOINT VENTURES:
In work sharing Joint Venture arrangements, Company’s share of revenues, common expenses, assets
and liabilities are included in revenues, expenses, assets and liabilities respectively.
VII. SECURITIES PREMIUM:
Securities Premium represents the difference between the face value and consideration received in
respect of shares issued. Expenses pertaining to issue of shares were written off against securities
premium account.
VIII. INVESTMENTS:
Current investments are carried at lower of cost and fair value. Long Term investments are carried at
cost less provision for diminution in value of such investments.
IX. BORROWING COSTS:
Borrowing costs that are attributable to the acquisition and construction of qualifying assets are
capitalised as part of cost of such assets till such time asset is ready for its intended use. A qualifying
asset is one that requires substantial period of time to get ready for its intended use. All other
borrowing costs are charged to the Profit & Loss Account as period costs.
X. FOREIGN CURRENCY TRANSACTIONS:
Foreign Currency Transactions are recorded on initial recognition in the reporting currency, using the
exchange rate at the date of transaction. At each balance sheet date, foreign currency monetary items
are reported using the closing rate. Non monetary items which are carried at historical cost are reported
using the exchange rate at the date of transaction.
Financial statement of overseas non integral operations are translated as under-

1) Assets and liabilities at the rate prevailing at the end of the year.
2) Revenues and expenses at monthly average exchange rates.
3) Exchange difference arising on translation of non integral foreign operations are accumulated in the
Foreign Currency Translation Reserve.
XI. IMPAIRMENT OF FIXED ASSETS:
Consideration is given at each balance sheet date to determine whether there is any indication of
impairment of the carrying amount of the Company’s fixed assets. An impairment loss is recognized
whenever the carrying amount of an asset exceeds recoverable amount.
XII. TAXATION:
Current Tax :
Provision for current income tax is made on the basis of the Taxable income under the Income Tax Act,
1961.
Deferred Tax :
Deferred Tax is calculated at applicable statutory Income Tax rate and is recognised on timing
differences between taxable income and accounting income that originated in one period and are
capable of reversal in one or more subsequent periods.
XIII. EARNINGS PER SHARE:
Basic & Diluted :
220
The Company reports basic and diluted Earning Per Share in accordance with AS-20 issued by the
Institute of Chartered Accountants of India. The Basic & Diluted Earning Per Share has been
calculated by dividing the Profit by the weighted average number of equity shares and weighted
average potentially dilutive equity shares outstanding during the accounting period.
XIV. OTHER NOTES:
80 (IA) OF THE INCOME TAX ACT, 1961
The Company has been availing deduction under Section 80 IA the Income Tax Act 1961 in respect of
Profits and gains derived from the undertaking the on construction of specified Infrastructure projects,
from Assessment year 2003-2004. The claim of the Company in this regard has been disputed and / or
disallowed by the Tax Authorities for the assessment year 2003-2004 and 2004-2005 and the matter is
pending before the Commissioner of Income Tax (Appeals).
In the Finance Act 2007 the provision has been amended retrospectively from assessment year 2000 –
2001 onwards to mean that this deduction will not be available to Sub contractors who merely execute
works contract for undertakings or enterprises eligible for deduction.
The Company, being the main contractor of infrastructure facilities, has been advised that its claims
are tenable.
Accordingly the tax provision for the year has been done on the basis that the claim under Section 80
IA of the Act is available to the Company and the tax effect amounting to Rs. 143.13 million in respect
of claim of the Company (including disallowances) up to June 30, 2007 has not been provided.
221
ANNEXURE - VI
STATEMENT OF ACCOUNTING RATIOS
AS AT
AS AT
PARTICULARS MARCH 31,
JUNE 30, 2007
2007
Net Worth (Rs. In Millions) 2063.02 2139.74
(Excluding Share Application Money pending allotment)
Restated Profit after Tax (Rs. In Millions) 408.32 76.14
Weighted Average no. of equity shares outstanding during the year
- For basic earnings per share 7021936 7081500
- For diluted earnings per share 7304437 8170050
Earnings Per Share (EPS) Rs. 10/- each
- Basic Earnings per share (Rs.) 58.15 10.75
- Diluted Earnings per share (Rs.) 55.90 9.32
Return on Net Worth (%) 19.79% 3.56%
Number of shares outstanding during the year 7081500 7081500
Net Assets Value per share of Rs. 10/- each 291.33 302.16
Formula:
1. Earning Per Share (Rs.) = Net Profit after Tax / weighted average no. of Equity Shares
2. Net Assets Value (Rs.) = Net Worth / No. of Equity Shares
3. Return on Net Worth (%) = Net Profit after Tax / Net Worth
222
ANNEXURE - VII
DETAILS OF OTHER INCOME, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
PARTICULARS
MARCH 31,
2007 JUNE 30, 2007
Interest Income Recurring 21.91 13.47
Miscellaneous Income Recurring 11.48 2.40
Insurance Claim Non Recurring 0.21 0.62

Profit on Sale of Fixed Assets Non Recurring 0.27 -
Equipment Lease Recurring 11.19 3.04
Dividend on Chit Non Recurring 0.18 0.03
Discount Received Non Recurring 0.26 0.17
Dividend on Shares Recurring 0.21 -
TOTAL 45.71 19.73
223
ANNEXURE - VIII
DETAILS OF SECURED LOANS, AS RESTATED
(Rs in Millions)
YEAR QUARTER
PARTICULARS ENDED ENDED
MARCH 31, 2007 JUNE 30, 2007
Term Loans
- SBH IFB Loan 37.91 18.99
- Syndicate Bank 15.32 -
- YES Bank 155.00 34.37
- Bank of India 38.74 15.93
- Oriental Bank of Commerce 79.72 65.42
- State Bank of Indore 101.00 100.00
- Axis Bank Limited 302.80 276.11
- Industrial Development Finance Company Limited 76.47 75.41
- Bank of Rajasthan Limited 7.61 8.04
Total Term Loans 814.57 594.27
Working Capital Loans
- State Bank of Hyderabad 4.74 193.05
- YES Bank 99.02 99.28
- UCO Bank 4.90 4.95
- DCB Ltd 100.09 99.58
- SBI IFB Loan 498.51 842.30
- Axis Bank Limited - 82.89
Total Working Capital Loans 707.26 1322.05
Hire Purchase/Hypothecation Loans 99.49 88.71

TOTAL 1621.32 2005.03
224
TERM LOANS : (Rs. in Millions)
S. AMOUNT RATE REPAYMENT

No. SANCTIONED OF INT TERM

assets of the specific
projects
1) 100mld Sewage
Treatment Plant pertaining
12 monthly
to Punjab Water Supply and
Installments of
Sewage Board
1 Yes Bank 82.50 34.37 12.50% Rs.6.87 Millions
2) Providing and laying
each with effect
main trunk sewerline
from Nov 2006
pertaining to Ahmedabad
Municipal Corporation.

Directors
current assets of the specific
project "430 nos of married
10 months
accommodation at Amritsar
Installments of
military station awarded by
2 Bank of India 75.00 15.93 12.50% Rs.7.5 Millions
Government of India,
each with effect
Central Public Works
from Dec 2006
Department".

project "Construction of
dwelling units including
12 monthly
allied external services at
Oriental Bank Installments
3 85.00 65.42 13.25% Airforce Station, Jc Nagar
Of Commerce with effect from
Post Jalhalli, Bangalore
April 2007
(North)"

Directors
Repayable in 8 project "construction of
installments of dwelling units including
State Bank of
4 50.00 18.99 11.00% Rs.6.25 Millions allied external services at air
Hyderabad
each with effect force station, Bangalore"
from Feb 2007
Directors
PDC for Rs. 100 Millions
Bullet payment
State Bank of
5 100.00 100.00 10.50% of after 6 months
Indore Personal guarantee of one
of sanction
Director
entire assets, land &
building, receivables, Plant
& machinery, movable fixed
assets and assignment of all
AXIS Bank Repayment in 36
6 300.00 276.11 12.08% right available to the
Limited months
company under the project
Pledge of Entire
shareholding of the
promoters (Ramky Group
companies)
Residual charge on entire

fixed and current assets of
Ramky Infrastructure
Limited

directors
Corporate guarantees of
Limited, Ramky Enviro
Engineers Limited and
Ramky Estate & Farms
Private Limited
First charge on all
immovable properties,
movable assets, book debts,
operating cash flow,
revenues, receivables,
intangibles including good
wills, uncalled capital,
assignment of all rights,
interest, benefits, claims in
Infrastructure
project documents
Development
Repayment in concession agreement, EPC
7 Finance 97.50 75.41 11.38%
108 months Contract, insurance
Company
contracts and trust &
Limited
retention account
Pledge of 100% shares of

the company held by Ramky
Infrastrcture Limited
Corporate guarantee of
Limited
Repaid on &
Bank of
after maturity of Against Fixed deposit
8 Rajasthan 8.10 8.04 9.50%
Fixed deposit receipts
Limited
receipts
226
WORKING CAPITAL LOANS : (Rs in Millions)
S. AMOUNT RATE
Pari passu first charge on entire current
assets – present & future & pari passu
first charge on unencumbered fixed assets
Equitable Mortgage of open plot of Land

bearing Sy. No. 101/E(Old Sy No.101)
adm 4840 sq yds situated at Katedan
State Bank of Village, Rajendra Nagar Mandal, RR
1 200.00 193.05 12.00%
Hyderabad District AP in the name of M/s Ramky
Estates & Farms Private Limited

Private Ltd

First charge on entire current assets -
present & future & pari passu first charge
on unencumbered fixed assets
Equitable Mortgage of open plots in

survey no.40, 41, 43 & 44 situated in
Hydernagar village Bilinear Mandal,
Kukatpally in the name of Ramky Enviro
Engineers Ltd
Equitable Mortgage of 45 guntas land

belonging to Ramky Estates and Farms
Pvt Ltd at s.no.53/3 and 53/6 at
Vajrahalli village, Neelamangala Taluk
near Bangalore
State Bank of Equitable Mortgage of 5977 sq.yards land

2 1000.00 842.30 12.00%
India in s.no.45/2a and 5899 sq.yards land in
s.no.71/1, both at Vajrahally village,
belonging to Sri M. Venu gopala Reddy.
Equitable Mortgage of 5899 sq.yards land

in s.no.71/1, at Vajrahalli village,
belonging to Mr.M.Venugopal Reddy s/o
M.Papi reddy
Equitable Mortgage of 717 sq.yards of sit

(plot no.495 block III of Jubliee hills) in
survey no.403/1(old) new no.120 of
Shaikpet, s.no.102/1 of Hakimpet village
Hyderabad belonging to Smt. Alla
Dakshyani w/o A.Ayodya rami Reddy

Private Ltd
227
Pari passu first charge on the current assets
of the Company
All those pieces or parcels of the freehold

land admeasuring 3 acres, 39 guntas in
survey no.77/2 and situated at Avathi
village, Kasaba hobli, Devanahalli Taluk,
Bangalore in the name of Ramky Estates &
Farms Private Ltd

3 UCO Bank 5.00 4.95 14.00% survey no.77/2 and situated at Avathi
Farms Private Ltd

survey no.76/4 and situated at Avathi
Farms Private ltd

Pari passu first charge on entire current
assets - present & future and second pari
4 Yes Bank 100.00 99.28 13.50% passu charge on unencumbered fixed assets

Pari passu charge on entire current assets
and second charge on the fixed assets of the
Development
5 100.00 99.58 13.50% Company
Credit Bank
228
Pari passu charge on entire current assets
and second charge on the fixed assets of the
Company
Equitable mortgage of flat admeasuring

904.94 sq ft located at 6-3-1089/G/2
situated at Ground Floor, ‘Ramky House’,
Raj Bhavan Road, Somajiguda, Hyderabad,
standing in the name of Ramky Estates &

1519.56 sq ft located at 6-3-1089/G/2
situated at Second Floor, ‘Ramky House’,
Raj Bhavan Road, Somajiguda, Hyderabad,
Axis Bank 11.50%
6 150.00 82.89
Limited
1286.73 sq ft located at 6-3-1089/G/2
situated at First Floor, ‘Ramky House’, Raj
Bhavan Road, Somajiguda, Hyderabad,

643.12 sq ft located at 6-3-1089/G/2
situated at Garage, ‘Ramky House’, Raj
Bhavan Road, Somajiguda, Hyderabad,
Corporate Guarantee of Ramky Estates &

Personal guarantee of One Director
229
ANNEXURE – IX
DETAILS OF UNSECURED LOANS, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
PARTICULARS MARCH 31, 2007 JUNE 30, 2007

From Promoters, Promoter Group & Group Companies of
Promoters 6.81 6.98
From Other than Promoters, Promoter Group & Group Companies

of Promoters - -
TOTAL 6.81 6.98
Rate of Interest on Promoters group loans 13.50% 13.50%

Rate of Interest on others loans - -
ANNEXURE - X
DETAILS OF INVESTMENTS, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
Quoted Investments - At cost 0.41 0.41
(At Market Value) (2.26) (3.13)
Unquoted Investments
In Associate / Group Companies - -
Others - -
Total 0.41 0.41
Less: Provision for diminution in value of investments - -
Net Investment 0.41 0.41
231
ANNEXURE - XI
DETAILS OF SUNDRY DEBTORS (AGE-WISE ANALYSIS), AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED

Other than Related Parties
- Less than six months 1157.67 970.80
- More than six months 82.60 155.57
Related Parties
- Less than six months 751.85 571.44
- More than six months 150.55 528.48
TOTAL 2142.67 2226.29
232
ANNEXURE - XII
DETAILS OF LOANS AND ADVANCES, AS RESTATED
(Rs in Millions)
YEAR QUARTER
PARTICULARS ENDED ENDED
MARCH 31, 2007 JUNE 30, 2007

Loans & Advances
- to Group Companies - -
- to Others 1.14 -
Security Deposit 545.67 646.91
Earnest Money Deposit 105.65 95.31
Interest Accrued But Not Due / Received 11.10 20.50
Prepaid Expenses 24.85 67.53
Tax Deduction At Source 150.18 175.57
Other Advances & Deposits
- to Group Companies 21.69 2.31
- Share Application Money in Subsidiaries / Group
Companies 1.07 1.07
- to Others 881.71 1042.36
TOTAL 1743.06 2051.56
233
ANNEXURE - XIII
DETAILS OF CONTINGENT LIABILITIES, AS RESTATED
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
MARCH 31, 2007 JUNE 30, 2007
PARTICULARS
Bank guarantee issued in favour of various authorities 2875.74 3865.26
Letter of Credits isued by various Banks 234.28 120.18
Foreign Letter of Credits issued by various Banks 57.73 24.78
Disputed Sales Tax Amount 9.95 9.95
Disputed claim petition pending before the Arbitral Tribunal,

- 44.96
Banglore
Disputed Income tax Amount 23.16 23.16
Corporate Guarantee in favour of UTI Bank for credit facility

availed by Ramky Enviro Engineers Ltd and Ramky Pharmacity 865.10 865.10
(India) Limited
Estimated amount of contract remaining to be executed on

capital account and not provided for (net of advances)
2994.34 2994.34
234
ANNEXURE - XIV
CAPITALIZATION STATEMENT AS AT 30TH JUNE, 2007
(Rs in Millions)
Pre Issue
Particulars Post Issue *
as at 30.06.2007
Borrowings
Secured Loans 2005.03
Unsecured Loans 6.98
Less: Short Term Debts 1784.23
Total Long Term Debt 227.78
Shareholders Funds
Reserves & Surplus 2070.41
Less: Miscellaneous Expenditure to the extent not written off 1.49

Total Shareholders' Funds 2139.74
Debt / Equity Ratio 0.11 : 1
* Shareholders' funds post issue can be calculated only on the conclusion of the book building process
Debt / Equity Ratio = Total Long Term Debt / Total Shareholder’s Funds
Note: Short Term Debts are debts maturing within next one year.
235
ANNEXURE – XV
SEGMENTAL REPORTING:
The Group is operating mainly in Construction and Developer divisions. Segmental information as per
Accounting Standard (AS) 17 – “Segment Reporting” issued by the Institute of Chartered Accountants of
India for the Year ended March 31, 2007 and Quarter ended June 30, 2007 as under:
a) Information about business segments for the Year ended March 31, 2007 as per AS-17
(Rs in Millions)
Primary Segments (Business segments)
Construction Developer
Particulars Business Business Others Elimination Total
segment segment
Revenue
External 6403.15 949.60 - - 7352.75

Inter-Segment 707.39 - - (707.39) -
Total 7110.54 949.60 - 707.39) 7352.75
Result
Operating Profit/Loss (PBT) 494.99 12.94 (4.83) - 503.10
Interest income 15.10 6.81 - - 21.91

Other income 23.80
Profit Before Tax 548.81

Current 193.60
Deferred (65.35)
Fringe benefit 3.54
Wealth 0.09
Excess/Short provision for
Income tax/wealth tax/TDS
adjustment written back/written
off 0.35
Net Profit after tax 416.58
Other information
Segment assets 5514.57 2134.15 1.46 7650.18

Un allocable corporate assets
69.07
Segment liabilities
4405.40 1144.03 0.60 5550.03
Un allocable corporate liabilities
93.24
Capital expenditure
425.07 466.73 891.80
Depreciation (included in segment
expense) 40.05 3.85 - 43.90
Non cash expenses (other than
depreciation included in segment
expense) 1.54 0.12 0.22 1.88
236
b) Information about business segments for the Quarter ended June 30, 2007 as per AS-17
(Rs in Millions)
Primary Segments (Business segments)
Construction Developer
Particulars Business Business Others Elimination Total
segment segment
Revenue
External 1249.04 126.75 - - 1375.79
Inter-Segment 220.18 - - (220.18) -
Total 1469.22 126.75 - (220.18) 1375.79

Result
Operating Profit/Loss (PBT) 106.76 (1.15) (1.76) - 103.85
Interest income 3.49 9.98 - - 13.47
Other income 6.26
Profit Before Tax 123.58
Current 39.72
Deferred 3.35
Fringe benefit 1.09
Net Profit after tax 79.42
Other information
Segment assets 5861.38 2389.98 0.84 8252.20
Un allocable corporate assets 65.71
Segment liabilities 4819.51 1249.18 0.60 6069.29
Un allocable corporate liabilities 96.52
Capital expenditure 17.54 151.38 168.92

Depreciation (included in segment
expense) 11.65 2.25 - 13.90
Non cash expenses (other than
depreciation included in segment
expense) - 0.03 - 0.03
237
ANNEXURE – XVI
Particulars Year ended March 31, 2007 Quarter ended June 30, 2007
Key Management Personnel A.Ayodhya Rami Reddy A.Ayodhya Rami Reddy

Y.R.Nagara Raja Y.R.Nagara Raja
Smt. M.Udaya Kumari P Ponnu Raju
P Ponnu Raju M Goutham Reddy
M Goutham Reddy Kapil Singhal
Kapil Singhal K S M Rao
K S M Rao G V Ragava Rao
G V Ragava Rao M Vasu Deva Reddy
M Vasu Deva Reddy Soma Gopikrishna
Soma Gopikrishna J L Khushu
J L Khushu
Associates / Group Companies / Ramky Enviro Engineers Limited Ramky Enviro Engineers Limited
Relatives & Associates of Key Ramky Estates & Farms (p) Limited Ramky Estates & Farms (p) Limited
Management Personnel Ramky Finance & Investment (p) Ramky Finance & Investment (p)
Limited) Limited)
Semb Ramky Environmental Semb Ramky Environmental
Management Pvt.Ltd Management Pvt.Ltd
Ramky Global Solutions private Ramky Global Solutions private
Limited Limited
Ramky Infra Consulting (p) Limited Voyants Solutions (p) Limited
Mumbai Waste Management Limited Mumbai Waste Management
Limited
Tamil Nadu Waste Management Tamil Nadu Waste Management
Limited Limited
R.K. Consultancy services R.K. Consultancy services
R.K Constructions R.K Constructions
ADR Constructions ADR Constructions
Ramky VSM JV Ramky VSM JV
West Bengal Waste Management West Bengal Waste Management
Limited Limited
N.R. Environmental Engineers Inc N.R. Environmental Engineers Inc
Ramky Energy & Environment Ramky Energy & Environment
Limited Limited
Era Infra Engineering Limited Era Infra Engineering Limited
Ramky Foundation Ramky Foundation
A.Dashratha Rami Reddy A.Dashratha Rami Reddy
Smt. A. Dakshayani Smt. A. Dakshayani
A. Rama Krishna Reddy A. Rama Krishna Reddy
Y.R.Naga Krishna Y.R.Naga Krishna
238
(Rs in Millions)
YEAR QUARTER
ENDED ENDED
Particulars Nature of Relationship
MARCH 31, JUNE 30,
2007 2007
Security Deposit Paid Associates / Group Co 1.29 -
Security Deposit Received Associates / Group Co 0.19 0.02
Unsecured Loans Received back Associates / Group Co 73.69 -
Unsecured Loan taken Associate 25.15 -
Unsecured Loan Repaid Associate 18.50 -
Advance Repaid Associates / Group Co 1.46 2.50
Share capital received Group Co 68.40 -
Group Co / Relative of Key
Sub Contract Expenses 227.08 0.50
Management Personnel
Rent Paid Group Co 0.81 0.13
Contract Amount Received Associates / Group Co 959.54 212.37
Hire Charges Received Group Co 11.19 2.80
Slum Sale Group Co 78.61 -
Sale of Land Group Co 0.30 -
Key Management Personnel
Donation Paid 0.68 -
Interested
Remuneration & allowances to
Key Management Personnel 7.90 2.86
Directors
Relatives of Key Management
Salaries 1.03 0.12
Personnel
Subscription to / Purchase of Group Co / Key Management
42.15 -
shares Personnel
Interest Income Group Co 3.33 -
Interest Paid Associate 0.20 0.23
239
YEAR QUARTER
ENDED ENDED
Particulars Nature of Relationship MARCH 31, JUNE 30,
2007 2007
Share Application Money Group Companies 1.07 1.07
Sundry Debtors Group Companies 902.40 1099.92
Other Advances & Deposits Group Companies 21.69 4.89
Salaries Payable Relatives of Key

0.07 -
Management Personnel
Remuneration Payable Key Management Personnel

0.50
0.33
Sundry Creditors / Advance Associates/ Group

42.06 33.93
Received Companies
Unsecured Loan Associates 6.81 6.98
240
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together
with (a) our consolidated financial statements as at and for the year ended March 31, 2007 and the
three months ended June 30, 2007 and the reports thereon and annexures thereto and (b) our
standalone financial statements as at and for the years ended March 31, 2004, 2005 and 2006 and the
reports thereon and annexures thereto, which have been restated in accordance with paragraph B(1) of
Part II of Schedule II to the Companies Act and with the SEBI Guidelines, and which are all included
in this Draft Red Herring Prospectus. Our financial statements are prepared in conformity with Indian
GAAP. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other
accounting principles and auditing standards in other countries with which prospective investors may
be familiar.
In this section, references to “we”, “our” and “us” refers to the Company on a standalone basis for
any period or date up to and including March 31, 2006. References to “we”, “our” and “us” for any
period or date after March 31, 2006 refers to the Company, the Subsidiaries and the Associate
Company on a consolidated basis.
Overview
We are an integrated (i) construction and (ii) infrastructure development and management company in
India with a strategic emphasis on environmental oriented projects. Since commencing our business
over 13 years ago, we have been involved in water and waste water projects, transportation projects,
irrigation projects, industrial projects and parks (including SEZs), power transmission and distribution
projects, residential, commercial and retail property developments and a transport terminal
development. We are headquartered in Hyderabad and have five zonal offices and three regional
offices throughout India.
We operate in two principal business segments: (i) a construction business, which is operated by the
Company, and (ii) a developer business, which comprises nine of the Subsidiaries and the Associate.
In addition, the Company has entered into a memorandum of understanding with Haldia Development
Authority (“HDA”) for the Company to develop a 2,500 acre SEZ in Haldia, West Bengal. The
Company plans to transfer its rights and obligations in the project to a special purpose vehicle in which
the Company will have an 89% interest but as of yet it has not done so. Except for that project, each of
our development projects is operated by an individual special purpose vehicle promoted by the
Company. In addition to our construction business and developer business, Ramky Engineering and
Consulting Services FZC, the Company’s 100% owned subsidiary in the United Arab Emirates,
operates a small consultancy business.
We were originally incorporated as Ramky Engineers Private Limited on April 13, 1994 to provide
civil and environmental engineering consulting services. In 1998 we diversified into construction and
began to undertake civil and environmental EPC projects. Our early construction projects were
primarily concentrated in the water and waste water sector. Subsequently, we expanded into roads,
buildings, irrigation and industrial construction. We then decided to leverage opportunities in
infrastructure construction and on June 23, 2003, Ramky Engineers Private Limited was renamed
Ramky Infrastructure Private Limited. On June 24, 2003 Ramky Infrastructure Private Limited was
converted into a public limited and became Ramky Infrastructure Limited.
Until Fiscal 2007, we conducted all our operations and business through the Company. From the
beginning of Fiscal 2007 until June 30, 2007, we formed four subsidiaries. The names of these four
companies are set forth below:
• Ramky Pharma City (India) Limited;
• MDDA Ramky IS Bus Terminal Limited;
• Ramky Engineering and Consulting Services FZC; and
241
• Gwalior Bypass Project Limited.
Since June 30, 2007, we have formed six additional subsidiaries: Ramky Towers Limited, Ramky
Hyderabad Ring Road Limited, Ramky Food Park (Chhattisgarh) Limited, Ramky Gems & Jewellery
Park (Chhattisgarh) Limited, Ramky Herbal & Medicinal Park (Chhattisgarh) Limited and Ramky
Enclave Limited, and one associate: Ramky Integrated Township Limited.
Our complete business through March 31, 2006 is reflected in the standalone financial statements of the
Company through that date, and our complete business since April 1, 2006 is reflected in the
consolidated financial statements of the Company and its subsidiaries and associate company since
April 1, 2006. In this “Management’s Discussion and Analysis” section, unless otherwise indicated,
we discuss the standalone financial statements of the Company through March 31, 2006 and the
consolidated financial statements of the Company since April 1, 2006. We believe that such financial
statements are comparable from period to period in that at all times they reflect our complete business.
On a consolidated basis, we categorise our business into two primary business segments: the
construction business and the developer business. Through to June 30, 2007, the Company only
operated in the construction business segment. Therefore, on a standalone basis there is only one
business segment – the construction business. Our developer business comprises the operations of our
following subsidiaries: Ramky Pharma City (India) Limited; MDDA Ramky IS Bus Terminal Limited;
Gwalior Bypass Project Limited; Ramky Towers Limited; Ramky Hyderabad Ring Road Limited;
Ramky Food Park (Chhattisgarh) Limited; Ramky Gems & Jewellery Park (Chhattisgarh) Limited;
Ramky Herbal & Medicinal Park (Chhattisgarh) Limited; and Ramky Enclave Limited, and Ramky
Integrated Township Limited, an associate.
In addition to our construction business and developer business, Ramky Engineering and Consulting
Services FZC, the Company’s 100% owned subsidiary in the United Arab Emirates, operates a small
consultancy business.
Factors Affecting our Results of Operations
Our business is substantially dependent on infrastructure projects in India undertaken or awarded by

government authorities and other entities funded by governments. Any change in government policies
resulting in a decrease in the amount of infrastructure projects undertaken, a decrease in private sector
participation in infrastructure projects, the restructuring of existing projects or delays in payment to us
may adversely affect our results of operations.
Our actual expenses in executing fixed-price contracts or lump sum, turn-key contracts or agreements
for the construction phase of a developer project may vary substantially from the assumptions
underlying our bid and we may be unable to recover all or some of the additional expenses, which may
have a material adverse effect on our results of operations.
Our results of operations may be adversely affected in the event of increases in the price of materials,
fuel costs, labour or other project-related inputs.
Timely and cost effective execution of our projects is dependant on the adequate and timely supply of
key materials such as steel, cement and aggregate (sand, bricks and sized metals). If we are unable to
procure the requisite quantities of materials, our results of operations may be adversely affected.
We have high working capital requirements and require debt to partly finance our construction projects
and developer projects. If we experience insufficient cash flows or are unable to obtain the necessary
funds to allow us to make required payments on our debt or fund working capital requirements, there
may be an adverse effect on our results of operations. In addition, fluctuations in market interest rates
may affect the cost of our borrowings, as some of our loans are at variable interest rates.
Any delay, reduction in scope, cancellation, execution difficulty, payment postponement or payment
default in regard to Order Book projects or any other uncompleted projects, or disputes with clients in
respect of any of the foregoing, could have a material adverse effect on our results of operations.
242
If we are unable to execute larger projects and effectively manage our growth it could disrupt our
business and reduce our profitability.
We face significant competition. The competition for construction contracts and developer projects
varies depending on the size, nature and complexity of the project and on the geographical region in
which the project is to be executed. Furthermore, an increase in competition arising from the entry of
new competitors into any sector in which we compete may force us to reduce our bid prices, which in
turn could affect our profitability.
The cost and timely availability of skilled labour and engineers can have a significant effect on our
results of operations. In addition, our results of operations could be adversely affected by disputes with
our employees.
We have business activities that could be materially and adversely affected by severe weather. Our
operations are also adversely affected by difficult working conditions and extremely high temperatures
during summer months and during monsoon, which restrict our ability to carry on construction
activities and fully utilize our resources. We record contract revenues for those stages of a project that
we complete, after we receive certification from the client that such stage has been successfully
completed. Since revenues are not recognized until we make progress on a contract and receive such
certification from our clients, revenues recorded in the first half of our financial year between April and
September are traditionally substantially lower compared with revenues recorded during the second
half of our financial year. During periods of curtailed activity due to adverse weather conditions, we
may continue to incur operating expenses, but our revenues from operations may be delayed or
reduced.
For further discussion of factors that may affect our results of operations, see the section entitled “Risk
Factors” beginning on page 15 of this Draft Red Herring Prospectus.
Critical Accounting Policies
The Company maintains its accounts on an accrual basis following the historical cost convention in
accordance with Indian GAAP, the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India, and in compliance with the accounting standards referred to in Section
211(3c) and other provisions of the Companies Act. We seek to apply our accounting policies
consistently from period to period.
In order to prepare our financial statements in accordance with Indian GAAP, the applicable
accounting standards issued by the Institute of Chartered Accountants of India and the relevant
provisions of the Companies Act require our management to make estimates and assumptions that
affect the reported amount of assets and liabilities on the date of the financial statements and the
reported amount of revenue and expenses during the reporting period. Differences between the actual
results and estimates are recognized in the period in which the results are known /materialized. Our
accounting policies as a whole are more fully described in the section entitled “Financial Information”
Some of our accounting policies are particularly important to the portrayal of our financial position and
results of operations and require the application of significant management assumptions and estimates.
Herein, we refer to these accounting policies as our “critical accounting policies”. Our management
uses our historical experience and analyses the terms of existing contracts, historical cost conventions,
industry trends, information provided by our agents and others and information available from outside
sources, as appropriate, to formulate its assumptions and estimates. However, the task is inexact,
because our management is making assumptions and providing estimates on matters that are inherently
uncertain. Actual results could differ from management’s assumptions and estimates. While all
aspects of our financial statements and accounting policies should be understood in assessing our
current and expected financial condition and results of operations, we believe that the following critical
accounting policies warrant additional attention:
Principles of Consolidation
243
The consolidated financial statements of the Company and its subsidiaries for fiscal 2007 have been
prepared on the basis stated below.
The financial statements of the Company and its subsidiary companies have been combined on a line
by line basis by adding together the book values of like items of assets, liabilities, income and expenses
after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits
or losses, if any, as per Accounting Standard 21, Consolidated Financial Statement issued by the
Institute of Charted Accountants of India.
The financial statements for each of the subsidiary companies used in the consolidated financial
statements cover the period commencing on the date on or after April 1, 2006 that such company
became a subsidiary of the Company.
The list of subsidiary companies that are included in the consolidated financial statements and the
Company’s holdings therein are:
Name of Subsidiary Country of Incorporation % Ownership as at March

31, 2007 and June 30, 2007
Ramky Pharma City (India)
Limited India 51
MDDA Ramky IS Bus Terminal
Limited India 100
Gwalior Bypass Project Limited India 51
Ramky Engineering and
Consulting Services (FZC) United Arab Emirates 100
To the extent possible, the consolidated financial statements have been prepared using uniform
accounting policies for like transactions and other events in similar circumstances and are presented, to
the extent possible, in the same manner as the Company’s standalone financial statements.
Revenue Recognition
We recognize revenue for our construction business using the percentage of completion method. On
the basis of such method, contract revenue is recognized by reference to the stage of completion of the
contract activity as at the reporting date of the applicable financial statements.
Ramky Pharma City (India) Limited recognizes revenue from the sale of plots of land by reference to
the stage of completion of the development.
MDDA Ramky IS Bus Terminal Limited recognizes revenue from bus terminal fees, shop rental fees,
vehicle parking fees, fees from advertisements on hoardings and wall space, accommodation charges
from the dormitory located at the bus terminal and operation and maintenance fees.
None of the Subsidiaries in the developer business is yet to recognize any revenue from lease
payments.
Ramky Engineering and Consulting Services FZC has not earned any revenue as at June 30, 2007.
Investments
Current investments are carried at cost or fair value, whichever is lower. Long term investments are
valued at cost less provisions that are made due to diminution in value if such diminution is other than
temporary in nature.
Inventories
Inventories are valued at cost and such valuations have been duly certified by our management.
244
Accounting for deferred tax liability
Deferred tax is calculated at the applicable statutory income tax rate and is recognized on timing
differences between taxable income and accounting income that originated in one period, but which is
capable of reversal in one or more subsequent tax periods.
Fixed Assets
Fixed assets are stated at cost less accumulated depreciation. All costs that are directly attributable to
readying an asset for its intended use are capitalised.
Assets that are in the process of being installed or constructed, advances towards acquisition of fixed
assets, direct costs and related incidental expenses incurred on assets that are not ready for their
intended use or that have not been put to use as on the applicable balance sheet date are accounted for
as capital work in progress.
Depreciation
For the Company:
Depreciation is provided for using the straight line method at rates and in the manner prescribed under
Schedule XIV to the Companies Act on all assets, except for the following on which depreciation is
provided on the straight line method based at the rates set forth below on the useful life of assets as
estimated by management and at the following rates, for office equipment and air conditioners, which
are depreciated at the rate of 6.33% per annum.
For assets that cost less than Rs. 5,000 each, the Company has provided for depreciation at 100%.
During the year of acquisition of a particular asset, depreciation on such asset is accounted for on a pro
rata basis.
For Subsidiary Companies:
1. Ramky Pharma City (India) Limited
Depreciation has been provided on a straight line method as per the rates and manner specified in
Schedule XIV to the Companies Act.
For assets that cost less than Rs. 5,000.00 each, Ramky Pharma City (India) Limited has provided for
depreciation at 100%. During the year of acquisition of a particular asset, depreciation on such asset is
accounted for on a pro rata basis.
2. MDDA Ramky IS Bus Terminal Limited
Depreciation is provided for using the straight line method at rates and in the manner prescribed under
Schedule XIV to the Companies Act on all assets from the commencement date of commercial
operations, except for the following on which depreciation is provided for on the useful life estimated
by management or over the concession /lease period, whichever is shorter:
Buildings - 20 years
Roads, water supply and drainage system - 10 years
Electrical equipment and fittings - 20 years
Sewage treatment plant - 10 years
Office equipment - 20 years
Air conditioner - 20 years
For assets that cost less than Rs. 5,000 each, MDDA Ramky IS Bus Terminal Limited has provided for
depreciation at 100%. During the year of acquisition of a particular asset, depreciation on such asset is
accounted for on a pro rata basis.
None of the other Subsidiaries has provided for any depreciation as at June 30, 2007.
245
Impairment of Fixed Assets
The carrying amounts of assets are reviewed at each balance sheet date to determine whether there is
any indication of impairment of the carrying amount of the fixed assets. An impairment loss is
recognised wherever the carrying amount of an asset exceeds its recoverable amount.
Foreign Currency Transactions
A foreign currency transaction is recorded at the prevailing exchange rate on the date of such
transaction. At each balance sheet date, all monetary assets and liabilities denominated in foreign
currency are restated at the exchange rates prevailing on the balance sheet date. Non-monetary items
that are carried a historical cost are reported using the exchange rate prevailing on the date of such
transaction.
The financial statements of Ramky Engineering and Consulting Services (FZC) are translated as
follows:
• assets and liabilities at the rate prevailing on the last day of the fiscal year;
• revenues and expenses at the monthly average exchange rate; and
• exchange differences arising on translation are accumulated in the foreign currency translation
reserve.
Borrowing Costs
Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are
capitalised as part of the cost of such asset until such time that it is ready for its intended use. A
qualifying asset is an asset that requires a substantial amount of preparation time before it is ready for
its intended use. All other borrowing costs are charged to the Profit and Loss Account as period costs.
Accounting for Interests in Joint Ventures
With respect to work-sharing joint-venture arrangements, the Company’s share of revenues, expenses,
assets and liabilities are reflected in the revenues, expenses, assets and liabilities, respectively, of the
Company recorded in its financial statements.
Retirement Benefits
Contributions to our provident fund are remitted to the Provident Fund Commissioner and charged to
the Company’s revenue account.
Provisions for gratuities to employees for the year ended March 31, 2007 were determined on an
actuarial basis by Life Insurance Corporation of India in accordance with Accounting Standard 15
(“Accounting for Retirement Benefits in the Financial Statements of Employees”). Provisions for
gratuities to employees for the years ended March 31, 2003, 2004, 2005 and 2006 were determined on
a cash basis. No adjustments for the years ended March 31, 2003, 2004, 2005 and 2006 were made in
light of this change in accounting policy.
Provisions for gratuities to employees for the three months ended June 30, 2007 were determined on an
actuarial basis by Life Insurance Corporation of India in accordance with Accounting Standard 15
(“Accounting for Retirement Benefits in the Financial Statements of Employees”).
Provisions for leave encashment for the year ended March 31, 2007 and the three months ended June
30, 2007 were accounted for based on estimated value as determined by management. Provisions for
leave encashment were accounted for on a cash basis for the years ended March 31, 2003, 2004, 2005
and 2006. No adjustments for the years ended March 31, 2003, 2004, 2005 and 2006 were made in
light of this change in accounting policy.
246
Provision for Ramky Engineering and Consulting Services (FZC)’s employee entitlements for annual
leave, terminal benefits and air passage to an employee’s home country resulting from services
rendered by an employee are not provided for and are recognized in the accounts as and when paid by
Ramky Engineering and Consulting Services (FZC).
Summary of Results of Operations
The table below sets forth, for the periods indicated, our restated profit and loss account, both in
absolute terms and with each line item represented as a percentage of total income:
Fiscal 2004 Fiscal 2005 Fiscal 2006 Fiscal 2007

(Standalone) (Standalone) (Standalone) (Consolidated)
% of % of % of % of
Rs. Total Rs. Total Rs. Total Rs. Total
Millions Income Millions Income Millions Income Millions Income
INCOME
Income from
Operations 1,267.45 97.67% 1,658.33 97.21% 3,796.51 92.02% 7,352.75 99.31%
Increase/
(Decrease) in
Work in Progress 18.87 1.45% 32.01 1.88% 285.68 6.93% 4.96 0.07%
Other Income 11.38 0.88% 15.58 0.91% 43.38 1.05% 45.71 0.62%
TOTAL
INCOME 1,297.70 100.00% 1,705.92 100.00% 4,125.57 100.00% 7,403.42 100.00%
Expenditure
Sub-contract
Costs 718.72 55.38% 822.84 48.23% 1,605.85 38.93% 2,777.82 37.52%
Materials
Consumed 262.55 20.23% 390.62 22.90% 1,311.03 31.78% 1,747.49 23.61%
Other Direct
Expenses 181.78 14.01% 280.88 16.46% 707.94 17.16% 1,748.99 23.63%
Staff Costs 19.83 1.53% 40.22 2.36% 97.76 2.37% 191.22 2.58%
Administration
and Other
Expenses 24.92 1.92% 37.80 2.22% 77.29 1.87% 149.80 2.02%
Interest and Bank
Charges 15.38 1.19% 18.70 1.10% 68.99 1.67% 195.39 2.64%
Depreciation 10.38 0.80% 13.18 0.77% 23.09 0.56% 43.90 0.59%
TOTAL
EXPENDITURE 1,233.56 95.06% 1,604.24 94.04% 3,891.95 94.34% 6,854.61 92.59%
Prior Period
-
Adjustments - - 3.70 0.22% - - -
PROFIT
BEFORE
TAXATION 64.14 4.94% 97.98 5.74% 233.62 5.66% 548.81 7.41%
Provision for taxation:
- Current Year 9.22 0.71% 17.00 1.00% 30.63 0.74% 193.60 2.62%
- Deferred Tax 3.44 0.27% 2.50 0.15% 5.84 0.14% (65.35) (0.88)%
- Fringe Benefit
Tax - - - - 2.08 0.05% 3.54 0.05%
- Wealth Tax - - 0.10 0.00% 0.15 0.01% 0.09 0.00%
247
- TDS
Adjustment - - 1.39 0.08% 0.10 0.00% 0.35 0.00%
Minority
Interest(1) N.A. N.A N.A. N.A. N.A. N.A. 8.49 0.11%
Transfer to Cost
of Control(1) N.A. N.A. N.A. N.A. N.A. N.A (0.23) 0.00%
NET PROFIT,
AS RESTATED 51.48 3.96% 76.99 4.51% 194.82 4.72% 408.32 5.51%
(1) Not applicable to the standalone financial statements.
The table below sets forth, for the three months ended June 30, 2007, our restated profit and loss
account, both in absolute terms and with each line item represented as a percentage of total income:
Consolidated
Three Months Ended June 30, 2007
Rs. Millions % of Total Income
Income
Income from Operations
1,375.79 79.54%
Increase/(Decrease) in Work in Progress
334.15 19.32%
Other Income
19.73 1.14%
TOTAL INCOME 1,729.67 100.00%
Expenditure
Sub-contract costs 571.44 33.04%
Materials Consumed 517.23 29.90%
Other Direct Expenses 323.67 18.71%
Staff costs 69.46 4.02%
Administration and Other Expenses 42.92 2.48%
Interest and Bank Charges 67.47 3.90%
Depreciation 13.90 0.81%
TOTAL EXPENDITURE 1,606.09 92.86%
PROFIT BEFORE TAXATION 123.58 7.14%
Provision for taxation:
- Current Year 39.72 2.30%
- Deferred Tax 3.35 0.19%
- Fringe Benefit Tax 1.09 0.06%
- Wealth Tax - -
- Tax Deducted at Source Adjustment - -
PROFIT BEFORE MINORITY
INTEREST 79.42 4.59%
Minority Interest 3.28 0.19%
Transfer to Cost of Control - -
NET PROFIT, AS RESTATED 76.14 4.40%
Income
Our income from operations consists of revenue from (i) our construction business from external
clients, which includes Promoter Group companies, and (ii) our developer business. For the purposes of
consolidation, revenue from contracts with the Subsidiaries is eliminated in calculating the construction
business revenue.
Our construction business primarily earns revenue from EPC, LSTK, and item rate contracts. We bill
clients on a periodic basis for our progress on their construction projects following their certification to
the extent of the progress made. We operate in six sectors: Water and Waste Water; Building
Construction; Irrigation; Industrial; Transport Infrastructure; and Power Transmission and Distribution.
The following table sets forth our construction revenue from external clients by sector for the periods
shown:
248
(Rs. in million)
Three Months
Ended June 30,
Fiscal 2004 Fiscal 2005 Fiscal 2006 Fiscal 2007 2007
Water and Waste Water 527.72 830.39 1,310.36 2,380.89 295.35
Building Construction 495.54 460.42 1,294.94 2,457.69 533.55
Irrigation 49.06 110.54 367.57 557.56 194.47
Industrial 171.51 206.92 774.06 361.62 140.75
Transportation 23.62 50.06 49.58 443.99 84.92
Power Transmission and - - - 201.40 -
Distribution
Total 1,267.45 1,658.33 3,796.51 6,403.15 1,249.04
Our developer business revenue up to and including the three months ended June 30, 2007 comprised
the operating income from Ramky Pharma City (India) Limited and MDDA Ramky IS Bus Terminal
Limited.
Ramky Pharma City (India) Limited, in which the Company has a 51% beneficial interest, is currently
developing the Jawaharalal Nehru Pharma City Industrial Park at Parawada, Visakhapatanam. This is
an integrated industrial park aimed at bulk drug manufacturers, pharmaceutical companies and fine
chemical manufacturers. When complete, the industrial park will be 2,120 acres, of which 611 acres
has been notified as a sector specific SEZ industrial park. The project is being developed on a BOO
basis. Ramky Pharma City (India) Limited earns revenue from the sale of plots of land in the
development. Customers buying plots of land are required to make an initial down payment at the time
of entering into the contract and pay the remaining purchase price in installments over the development
period between the date of contact and the date on which the property is transferred to the customer.
MDDA Ramky IS Bus Terminal Limited operates a bus terminal and earns revenue from bus terminal
fees, shop rental fees, vehicle parking fees, fees from advertisements on hoardings and wall space,
accommodation charges from the dormitory located at the bus terminal and operation and maintenance
fees.
Set forth below is our income from the Subsidiaries that form our developer business for the periods
shown:
(Rs. in million)
Year ended March Three Months Ended
Subsidiary
31, 2007 June 30, 2007
Ramky Pharma City (India) Limited 944.87 122.97
MDDA Ramky IS Bus Terminal Limited 12.43 3.78
Total 957.30 126.75
Increase in work in progress comprises work executed in the current accounting period and billed in the
subsequent accounting periods and decrease in work in progress comprises work executed in earlier
accounting periods but billed in the current accounting period.
Our other income mainly includes interest earned from bank deposits and advances paid, income from
leasing construction equipment to third parties and miscellaneous income.
Expenditure
Our total expenditure comprises (i) sub-contract costs (ii) materials consumed, (iii) other direct
expenses, (iv) staff costs, (v) administration and other costs, (vi) interest and bank charges and (vii)
depreciation.
Sub-contract Costs
249
Sub-contract costs consist of the amount paid to sub-contractors for the execution of projects on a back
to back contract basis and on a piece-rate contract basis.
Materials Consumed
Materials consumed are the cost of materials consumed in our construction projects such as (i) steel,
(ii) cement, (iii) mechanical and other equipment, (iv) aggregates (sand, bricks and sized metals), (v)
electrical materials (vi) piping materials, (vii) bitumen, (viii) HDPE liner and (ix) other materials, net
of adjustments of opening and closing stock of raw materials.
Other Direct Expenses
Other direct expenses include (i) labour and wages for site workers, (ii) site expenses incurred for
execution of construction projects such as temporary housing for employees, temporary offices and
costs of site investigations and surveys (iii) hire charges for construction equipment, (iv) power and
fuel, (v) transport costs of construction materials, (vi) consultancy charges for design and engineering,
(vii) costs of consumables such as nails, welding electrodes and lubricants and (viii) repairs and
maintenance costs for plant and equipment.
Staff costs
Staff costs consist of (i) salaries, wages and other benefits (bonuses, group insurance and gratuity and
the Company’s contribution to provident funds) to employees and directors and (ii) staff welfare costs.
Administration and Other Costs
Administration and other costs include (i) insurance premium, (ii) tender forms and registration for
tenders, (iii) traveling expenses, (iv) rent and (v) electricity charges.
Interest and Bank Charges
Interest and bank charges comprise (i) interest and finance charges, such as interest charged on term
loans, short term loans and hypothecation loans and (ii) bank charges, such as bank guarantee
commission charges, bank service charges, letter-of-credit charges and loan processing charges.
Depreciation
Depreciation includes depreciation on building, plant and machinery, vehicles, furniture and fixtures,
computers and office equipment and other fixed assets.
Results of Operations
Due to the nature of the construction business and developer business projects undertaken by us, the
completion schedules of our projects, the way we recognize revenue, the nature of expenditure
involved in a particular project, the specific terms of a particular project contract (including payment
terms) and other factors that affect our income and expenditures on specific projects, our results of
operations may vary significantly from period to period.
Three Months Ended June 30, 2007 on a Consolidated Basis
Income
Our total income for the three months ended June 30, 2007 was Rs. 1,729.67 million.
Our income from operations for the three months ended June 30, 2007 was Rs. 1,375.79 million.
Our income from the construction business was Rs. 1,249.04 million. Our construction business
revenue from each sector is set forth below:
250
• revenue from the Water and Waste Water sector was Rs. 295.35 million;
• revenue from the Building Construction sector was Rs. 533.55 million;
• revenue from the Irrigation sector was Rs. 194.47 million;
• revenue from the Industrial sector was Rs. 140.75 million;
• revenue from the Transportation sector was Rs. 84.92 million; and
• revenue from the Power Transmission and Distribution sector was nil.
Our income from the developer business was Rs. 126.75 million, of which Rs. 122.97 million was from
Ramky Pharma City (India) Limited and Rs. 3.78 million was from MDDA Ramky IS Bus Terminal
Limited.
Increase in Work in Progress
Our increase in work in progress was 334.15 million.
Other Income
Other income for the three months ended June 30, 2007 was Rs. 19.73 million. The following
contributed to our other income: interest income was Rs. 13.47 million; income from leasing
equipment to third parties was Rs. 3.04 million and miscellaneous income was Rs. 2.40 million.
Expenditure
Our total expenditure for the three months ended June 30, 2007 was Rs. 1,606.09 million. As a
percentage of total income, total expenditure was 92.86%.
Sub-contract Costs
Our sub-contract costs for the three months ended June 30, 2007 were Rs. 571.44 million.
Materials Consumed
Our materials consumed were Rs. 517.23 million in the three months ended June 30, 2007. Our
expenditure on major materials was as follows:
• expenditure on steel was Rs. 102.00 million;
• expenditure on cement was Rs. 63.58 million;
• expenditure on mechanical and other equipment was Rs. 71.65 million;
• expenditure on aggregates (sand, bricks and sized metals) was Rs. 46.39 million;
• expenditure on electrical materials was Rs. 58.90 million;
• expenditure on piping materials was Rs. 36.55 million;
• expenditure on bitumen was Rs. 0.92 million; and
• expenditure on HDPE liner was Rs. 24.40 million.
251
Our other direct expenses were Rs. 323.67 million in the three months ended June 30, 2007. Our major
expenditure on other direct expenses was as follows:
• expenditure on labour and wages was Rs. 158.51 million;
• site expenses incurred for execution of projects was Rs. 6.72 million;
• hire charges for construction equipment was Rs. 16.88 million;
• expenditure on power and fuel was Rs. 11.25 million;
• expenditure on consumables was Rs. 7.60 million;
• expenditure on transport of construction materials was Rs. 12.72 million;
• consultancy charges for design and engineering was Rs. 8.96 million; and
• repairs and maintenance costs for plant and equipment was Rs. 3.34 million.
Staff costs
Staff costs for the three months ended June 30, 2007 were Rs. 69.46 million. There was a 3.83%
decrease in the number of our employees in the period from 1,202 as at March 31, 2007 to 1,156 as at
June 30, 2007.
Administration and other Expenses
Administrative and other expenses for the three months ended June 30, 2007 were Rs. 42.92 million.
The major components of our administrative and other expenses are set forth below:
• expenditure on insurance premiums was Rs. 3.99 million;
• expenditure on tender forms and registration was Rs. 2.86 million;
• traveling expenses were Rs. 3.73 million;
• expenditure on rent was Rs. 4.24 million; and
• electricity charges were Rs. 1.99 million.
Our interest and bank charges for the three months ended June 30, 2007 were Rs. 67.47 million. Our
interest and finance charges were Rs. 57.32 million and our bank charges were Rs. 10.15 million.
Depreciation
Depreciation the three months ended June 30, 2007 was Rs. 13.90 million. The depreciation charge
consists of depreciation on plant and machinery, equipment and vehicles, furniture and fixtures, office
equipment, and computers and software.
Profit before Taxation
Principally for the reasons discussed above, our profit three months ended June 30, 2007 was Rs.
123.58 million. Our profit before taxation for the three months ended June 30, 2007 as a percentage of
total income was 7.14%.
Provision for Taxation
252
Our total provision for taxation for the three months ended June 30, 2007 was Rs. 44.16 million. The
following contributed to our provision for taxation: current taxes were Rs. 39.72 million; deferred taxes
were Rs. 3.35 million and fringe benefit tax was Rs. 1.09 million. Our effective tax rate for the three
months ended June 30, 2007 was 35.73% compared with the statutory rate of 33.99%.
Net Profit, as Restated
As a result of the foregoing, our restated net profit for the three months ended June 30, 2007 was Rs.
76.14 million. Our net profit, as restated for the three months ended June 30, 2007 as a percentage of
total income was 4.40%.
Year Ended March 31, 2007 (on a Consolidated Basis) Compared with Year Ended March 31, 2006
(on a Standalone Basis)
Income
Our total income increased to Rs. 7,403.42 million in fiscal 2007 from Rs. 4,125.57 million in fiscal
2006, an increase of Rs. 3,277.85 million, or 79.45%. This was primarily due to increased construction
activity by our construction business and the start of operations of our developer business.
Our income from operations increased to Rs. 7,352.75 million in fiscal 2007 from Rs. 3,796.51 million
in fiscal 2006, an increase of Rs. 3,556.24 million or 93.67%.
Our income from our construction business from external clients increased to Rs. 6,403.15 million in
fiscal 2007 from Rs. 3,796.51 million in fiscal 2006, an increase of Rs. 2,606.64 million or 68.66%.
Our construction business revenue from external clients for each sector is set forth below:
• revenue from the Water and Waste Water sector increased by 81.70% from Rs. 1,310.36
million in fiscal 2006 to Rs. 2,380.89 million in fiscal 2007;
• revenue from the Building Construction sector increased by 89.79% from Rs. 1,294.94 million
in fiscal 2006 to Rs. 2,457.69 million in fiscal 2007;
• revenue from the Irrigation sector increased by 51.69% from Rs. 367.57 million in fiscal 2006
to Rs. 557.56 million in fiscal 2007;
• revenue from the Industrial sector decreased by 53.28% from Rs. 774.06 million in fiscal 2006
• revenue from the Transportation sector increased by 795.50% from Rs. 49.58 million in fiscal
2006 to Rs. 443.99 million in fiscal 2007; and
• revenue from the Power Transmission and Distribution sector was Rs. 201.40 million in fiscal
2007, which was the first fiscal year in which we earned revenue from that sector.
The above increases were due to work done on projects that were in progress in the prior fiscal year,
the completion of some of the projects that were in progress in the prior fiscal year and work done on
new projects.
Our income from the developer business was Rs. 957.30 million in fiscal 2007, which was its first year
of operations. Income from Ramky Pharma City (India) Limited for fiscal 2007 was Rs. 944.87 million
and the income from MDDA Ramky IS Bus Terminal Limited was Rs. 12.43 million.
Our net work in progress decreased from Rs. 285.68 million in fiscal 2006 to Rs. 4.96 million in fiscal
2007. This decrease was due to the fact that most of the work undertaken in fiscal 2007 was billed by
the time the accounts for fiscal 2007 were closed.
253
Other Income
Other income increased to Rs. 45.71 million in fiscal 2007 from Rs. 43.38 million in fiscal 2006, an
increase of Rs. 2.33 million, or 5.37%. The increase in other income was primarily attributable to a Rs.
7.21 million increases in interest income. The increase in other income was partially offset by a Rs.
7.97 million decline in profit on the sale of investments.
Expenditure
Our total expenditure increased to Rs. 6,854.61 million in fiscal 2007 from Rs. 3,891.95 million in
fiscal 2006, an increase of Rs. 2,962.66 million, or 76.12%. As a percentage of total income, total
expenditure decreased from 94.34% in fiscal 2006 to 92.59% in fiscal 2007. The increase in total
expenditure was principally due to an increase in construction activities.
Sub-contract Costs
Our sub-contract costs increased to Rs. 2,777.82 million in fiscal 2007 from Rs. 1,605.85 million in
fiscal 2006, an increase of Rs. 1,171.97 million or 72.98%. The increase in sub-contract costs was
primarily due to an increase in the value of contracts awarded to us. Although the actual sub-contract
costs increased in fiscal 2007, as a percentage of total income sub-contract costs declined from 38.93%
of total income in fiscal 2006 to 37.52% of total income in fiscal 2007. The major reason for this
decline was due to improved margins to us on new sub-contracts awarded by us during the year.
Materials Consumed
Our materials consumed increased to Rs. 1,747.49 million in fiscal 2007 from Rs. 1,311.03 million in
fiscal 2006, an increase of Rs. 436.46 million or 33.29%. The increase in materials consumed was
primarily due to increased construction activity. Our expenditure on major materials was as follows:
• expenditure on steel increased by 26.53% from Rs. 370.58 million in fiscal 2006 to Rs. 468.90
million in fiscal 2007;
• expenditure on cement increased by 52.83% from Rs. 152.15 million in fiscal 2006 to Rs.
232.53 million in fiscal 2007;
• expenditure on mechanical and other equipment increased by 266.77% from Rs. 52.02 million
in fiscal 2006 to Rs. 190.79 million in fiscal 2007;
• expenditure on aggregates (sand, bricks and sized metals) increased by 37.92% from Rs.
129.39 million in fiscal 2006 to Rs. 178.45 million in fiscal 2007;
• expenditure on electrical materials increased by 578.15% from Rs. 15.38 million in fiscal
2006 to Rs. 104.30 million in fiscal 2007;
• expenditure on piping materials decreased by 64.83% from Rs. 266.75 million in fiscal 2006
• expenditure on bitumen increased significantly from Rs. 1.09 million in fiscal 2006 to Rs.
85.18 million in fiscal 2007; and
• expenditure on HDPE liner decreased by 87.05% from Rs. 188.12 million in fiscal 2006 to Rs.
24.37 million in fiscal 2007.
Although the actual cost of materials consumed increased in fiscal 2007, as a percentage of total
income the cost of materials declined from 31.78% of total income in fiscal 2006 to 23.61% of total
income in fiscal 2007. The major reason for this decline was that we worked on projects that were more
labour intensive and less material intensive compared with the previous period...
254
Our other direct expenses increased to Rs. 1,748.99 million in fiscal 2007 from Rs. 707.94 million in
fiscal 2006, an increase of Rs. 1.041.05 million or 147.05%. The increase in other direct expenses was
primarily due to increased construction activity. Our expenditure on major direct expenses was as
follows:
• expenditure on labour and wages for site workers increased by 58.44% from Rs. 452.30
million in fiscal 2006 to Rs. 716.64 million in fiscal 2007;
• site expenses incurred for execution of projects increased significantly from Rs. 13.43 million
• hire charges for construction equipment increased by 79.57% from Rs. 50.18 million in fiscal
• expenditure on power and fuel increased by 71.42% from Rs. 44.16 million in fiscal 2006 to
Rs. 75.70 million in fiscal 2007;
• expenditure on consumables increased by 25.04% from Rs. 12.50 million in fiscal 2006 to Rs.
• expenditure on transport of construction materials increased by 40.47% from Rs. 35.63

• consultancy charges for design and engineering increased significantly from Rs. 1.23 million
in fiscal 2006 to Rs. 20.14 million in fiscal 2007; and
• repairs and maintenance costs for plant and equipment increased by 90.00% from Rs. 5.70
million in fiscal 2006 to Rs. 10.83 million in fiscal 2007.
In addition to other direct expenses increasing in absolute terms in fiscal 2007, they also increased as a
percentage of our total income - from 17.16% of our total income in fiscal 2006 to 23.63% of our total
income in fiscal 2007. The major reason for this percentage increase was that we undertook certain
projects during the year that were less material intensive compared with projects undertaken in fiscal
2006.
Staff Costs
Staff costs increased by 95.60% from Rs. 97.76 million in fiscal 2006 to Rs. 191.22 million in fiscal
2007. The increase in employees cost was primarily attributable to increases in wages, which averaged
approximately 30% and in some cases doubled, and a 61.13% increase in the number of our employees
from 746 as at March 31, 2006 to 1,202 as at March 31, 2007.
Administration and other expenses increased by 93.82% from Rs. 77.29 million in fiscal 2006 to Rs.
149.80 million in fiscal 2007. The increase in administration and other expenses was primarily
attributable to an increase in our construction activities and the starting of our developer business. The
major components of our administrative and other expenses are set forth below:
• insurance premiums increased by 116.06% from Rs. 8.84 million in fiscal 2006 to Rs. 19.10
• expenditure on tender forms and registration for tenders increased by 312.20% from Rs. 4.18
• traveling expenses increased by 58.15% from Rs. 9.20 million in fiscal 2006 to Rs. 14.55
255
• expenditure on rent increased by 95.75% from Rs. 6.60 million in fiscal 2006 to Rs. 12.92
million in fiscal 2007; and
• electricity charges increased by 54.39% from Rs. 7.17 million in fiscal 2006 to Rs. 11.07
million in fiscal 2007.
Our interest and bank charges increased by 183.21% from Rs. 68.99 million in fiscal 2006 to Rs.
195.39 million in fiscal 2007. This increase was primarily to due an increase in the development,
construction and procurement of projects. Interest and finance charges increased by 231.04% from Rs.
38.82 million in fiscal 2006 to Rs. 128.51 million in fiscal 2007. Bank charges increased by 121.68%
from Rs. 30.17 million in fiscal 2006 to Rs. 66.88 million in fiscal 2007.
Depreciation
Depreciation increased by 90.13% from Rs. 23.09 million in fiscal 2006 to Rs. 43.90 million in fiscal
2007. This increase was due to an increase in capital expenditure on plant and machinery, equipment
and vehicles, furniture and fixtures, office equipment, and computers and software.
Principally for the reasons discussed above, our profit before taxation increased to Rs. 548.81 million
in fiscal 2007 from Rs. 233.62 million in 2006, an increase of Rs. 315.19 million, or 134.92%. Our
profit before taxation as a percentage of total income was 7.41% in fiscal 2007, compared with 5.66%
in fiscal 2006.
Our provision for taxation increased to Rs. 132.23 million in fiscal 2007 from Rs. 38.80 million for
fiscal 2006, an increase of Rs. 93.43 million or 240.80%. This increase was principally due to the
increase in our profit before taxation, which was partially offset by a Rs. 65.35 million deferred tax
asset in fiscal 2007. In fiscal 2006 we had a Rs. 5.84 million deferred tax liability. The disallowance of
certain expenditure under Section 43 B of the Income Tax Act increased our taxable income in fiscal
2007 and resulted in the Rs. 65.35 million deferred tax asset.
Our effective tax rate in fiscal 2007 was 24.09% compared with the statutory rate of 33.66%. Our
effective tax rate in fiscal 2006 was 16.61% compared with the statutory rate of 33.66%. Our effective
rate of tax for both periods was lower than the statutory rate of tax due to the availing of the tax
benefits provided under Section 80IA of the Income Tax Act, which provides for the exemption of
profits on infrastructure projects from tax.
Principally for the reasons discussed above, our net profit, as restated increased to Rs. 408.32 million in
fiscal 2007 from Rs. 194.82 million in fiscal 2006, an increase of Rs. 213.50 million, or 109.59%. Our
profit after taxation as a percentage of total income was 5.51% in fiscal 2007 compared with 4.72% in
fiscal 2006.
Year Ended March 31, 2006 (Standalone) compared with Year Ended March 31, 2005 (Standalone)
Income
2005, an increase of Rs. 2,419.65 million, or 141.84%. This increase was due to increased construction
activity by our construction business.
256
in fiscal 2005, an increase of Rs. 2,138.18 million or 128.94%. This increase was due to work done on
projects that were in progress in the prior fiscal year, the completion of some of the projects that were
in progress in the prior fiscal year and work done on new projects. Our revenue from each sector is set
forth below:
• revenue from the Water and Waste Water sector increased by 57.80% from Rs. 830.39 million
• revenue from the Building Construction sector increased by 181.25% from Rs. 460.42 million
• revenue from the Irrigation sector increased by 232.52% from Rs. 110.54 million in fiscal
• revenue from the Industrial sector increased by 274.09% from Rs. 206.92 million in fiscal
2005 to Rs. 774.06 million in fiscal 2006; and
• revenue from the Transportation sector decreased by 0.97% from Rs. 50.06 million in fiscal
2005 to Rs. 49.58 million in fiscal 2006.
Our net work in progress increased to Rs. 285.68 million in fiscal 2006 from Rs. 32.01 million in fiscal
2005. This increase was due to fact that more of the work undertaken in fiscal 2006 was not billed by
the time the accounts for fiscal 2006 were closed.
Other Income
increase of Rs. 27.80 million or 178.43%. The increase in other income was principally due to a one-
time profit of Rs. 7.97 million on the sale of investments in fiscal 2006. There were no sales of
investments in fiscal 2005.
Expenditure
fiscal 2005, an increase of Rs. 2,284.01 million or 142.05%. As a percentage of total income, total
expenditure increased from 94.26% in fiscal 2005 to 94.34% in fiscal 2006. The increase in total
Sub-contract Costs
Our sub-contract costs increased to Rs. 1,605.85 million in fiscal 2006 from Rs. 822.84 million in fiscal
2005, an increase of Rs. 783.01 million or 95.16%. The increase in sub-contract costs was primarily
due to an increase in the value of contracts awarded to us. Although the absolute value of our sub-
contract costs increased in fiscal 2006, as a percentage of total income, sub-contract costs declined
from 48.23% of our total income in fiscal 2005 to 38.93% of our total income in fiscal 2006. The major
reason for this decline was that we undertook more of the work ourselves and also the sub-contracts
awarded by us during fiscal 2006 had improved margins for us compared with the sub-contracts
awarded by us in fiscal 2005.l
Materials Consumed
Our materials consumed increased to Rs. 1,311.03 million in fiscal 2006 from Rs. 390.62 million in
• expenditure on steel increased by 251.16% from Rs. 105.53 million in fiscal 2005 to Rs.
257
• Expenditure on cement increased by 287.35% from Rs. 39.28 million in fiscal 2005 to Rs.
• expenditure on aggregates (sand, bricks and sized metals) increased by 159.92% from Rs.
49.78 million in fiscal 2005 to Rs. 129.39 million in fiscal 2006;
• expenditure on electrical materials decreased by 5.99% from Rs. 16.36 million in fiscal 2005
• expenditure on piping materials increased by 140.42% from Rs. 110.95 million in fiscal 2005
• expenditure on bitumen decreased by 39.11% from Rs. 1.79 million in fiscal 2005 to Rs. 1.09
• expenditure on HDPE liner increased significantly from Rs. 4.12 million in fiscal 2005 to Rs.
188.12 million in fiscal 2006.
Our other direct expenses increased to Rs. 707.94 million in fiscal 2006 from Rs. 280.88 million in
fiscal 2005, an increase of Rs. 427.06 million or 152.04%. The increase in other direct expenses was
follows:
• site expenses incurred for execution of projects increased by 208.74% from Rs. 4.35 million in
fiscal 2005 to Rs. 13.43 million in fiscal 2006;

• consultancy charges for design and engineering decreased by 23.60% from Rs. 1.61 million in
fiscal 2005 to Rs. 1.23 million in fiscal 2006; and
• repairs and maintenance costs for plant and equipment increased by 154.46% from Rs. 2.24
Staff Costs
2006. The increase in staff costs was primarily attributable to a 96.83% increase in the number of our
employees from 379 as at March 31, 2005 to 746 as at March 31, 2006 and to an average increase in
wages of approximately 19%.
258
Administrative and other expenses increased by 104.47% from Rs. 37.80 million in fiscal 2005 to Rs.
77.29 million in fiscal 2006. The major components of our administrative and other expenses are set
forth below:
Our interest and bank charges increased by 268.93% from Rs. 18.70 million in fiscal 2005 to Rs. 68.99
million in fiscal 2006. Interest and finance charges increased by 263.48% from Rs. 10.68 million in
fiscal 2005 to Rs. 38.82 million in fiscal 2006. The increase in interest charges was primarily due to an
increase in term loan borrowings, working capital loan borrowings and hire purchase/hypothecation
borrowings to finance construction projects. Bank charges increased by 276.18% from Rs. 8.02 million
in fiscal 2005 to Rs. 30.17 million in fiscal 2006. This increase was due to an increase in bank
guarantee commission charges, bank service charges, letter-of-credit charges and loan processing
charges.
Depreciation
2006. This increase was due to an increase in capital expenditure, in particular expenditure on plant and
machinery, equipment, vehicles and computers and software.
Adjustments
We did not make any prior period adjustment in fiscal 2006. We made a prior period adjustment of Rs.
3.70 million for service tax not provided in fiscal 2005 provided in fiscal 2006.
Principally for the reasons discussed above, our profit before taxation increased to Rs. 233.62 million
in fiscal 2006 from Rs. 97.98 million in 2005, an increase of Rs. 135.64 million, or 138.44%. Our
profit before taxation as a percentage of total income was 5.66% in fiscal 2006, compared with 5.74%
in fiscal 2005.
Our provision for taxation increased to Rs. 38.80 million for fiscal 2006 compared with Rs. 20.99
million for fiscal 2005, an increase of Rs. 17.81 million or 84.85%. This increase was principally due
to the increase in our profit before taxation and service tax for the previous year.
effective tax rate for fiscal 2005 was 21.42% compared with the statutory rate of 36.59%.Our effective
259
fiscal 2006 from Rs. 76.99 million in fiscal 2005, an increase of Rs. 117.83 million, or 153.05%. Our
profit after tax in fiscal 2006 was augmented by a reverse of Rs. 23.00 million with respect to the
concession under Section 80 IA and 80 IB of the Income Tax Act in fiscal 2003 and fiscal 2004. Our
fiscal 2005.
Year Ended March 31, 2005 (Standalone) compared with Year Ended March 31, 2004 (Standalone)
2004, an increase of Rs. 408.22 million or 31.46%. This increase was primarily due to increased
construction activity.
in fiscal 2004, an increase of Rs. 390.88 million or 30.84%. Our revenue from each sector is set forth
below:
• revenue from the Water and Waste Water sector increased by 57.35% from Rs. 527.72 million
• revenue from the Building Construction sector decreased by 7.09% from Rs. 495.54 million in
fiscal 2004 to Rs. 460.42 million in fiscal 2005
• revenue from the Irrigation sector increased by 125.32% from Rs. 49.06 million in fiscal 2004
• revenue from the Industrial sector increased by 20.65% from Rs. 171.51 million in fiscal 2004
to Rs. 206.92 million in fiscal 2005 fiscal; and
• revenue from the Transportation sector increased by 111.94% from Rs. 23.62 million in fiscal
2004 to Rs. 50.06 million in fiscal 2005.
Our net work in progress increased to Rs. 32.01 million in fiscal 2005 from Rs. 18.87 million in fiscal
2004. This increase was due to the fact that more of the work undertaken in fiscal 2005 was not billed
by the time the accounts for fiscal 2005 were closed.
Other Income
increase of Rs. 4.20 million or 36.91%. The increase in other income was principally due to a Rs. 3.27
million increase in income from equipment leasing, a Rs. 1.44 million increase in miscellaneous
income and a Rs. 0.48 million increase in interest income.
Expenditure
fiscal 2004, an increase of Rs. 374.38 million or 30.35%. As a percentage of total income, total
expenditure decreased from 95.06% in fiscal 2005 to 94.26% in fiscal 2005. The increase in total
Sub-contract Costs
260
Our sub-contract costs increased to Rs. 822.84 million in fiscal 2005 from Rs. 718.72 million in fiscal
2004, an increase of Rs. 104.12 million or 14.49%. The increase in sub-contract costs was primarily
due to an increase in the value of contracts awarded to us. Although the actual sub-contract costs
increased in fiscal 2005, as a percentage of total income, sub-contract costs declined from 55.38% of
our total income in fiscal 2004 to 48.23% of our total income in fiscal 2005. The major reason for this
decline was we undertook more of the work ourselves and also the sub-contracts awarded by us during
fiscal 2005 had improved margins for us compared with the sub-contracts awarded by us in fiscal 2004.
Materials Consumed
Our materials consumed increased to Rs. 390.62 million in fiscal 2005 from Rs. 262.55 million in
• expenditure on steel increased by 101.70% from Rs. 52.32 million in fiscal 2004 to Rs. 105.53
• expenditure on cement increased by 12.94% from Rs. 34.78 million in fiscal 2004 to Rs. 39.28
• expenditure on aggregates (sand, bricks and sized metals) increased by 6.87% from Rs. 46.58
• expenditure on electrical materials increased by 64.59% from Rs. 9.94 million in fiscal 2004
• expenditure on piping materials increased by 36.44% from Rs. 81.32 million in fiscal 2004 to
• expenditure on bitumen was Rs. 1.79 million in fiscal 2005 and nil in fiscal 2004; and
• expenditure on HDPE liner was Rs. 4.12 million in fiscal 2005 and nil in fiscal 2004.
Our other direct expenses increased to Rs. 280.88 million in fiscal 2005 from Rs. 181.78 ]million in
fiscal 2004, an increase of Rs. 99.1 million or 54.52%. The increase in other direct expenses was
follows
• site expenses incurred for execution of projects increased by 27.19% from Rs. 3.42 million in
fiscal 2004 to Rs. 4.35 million in fiscal 2005;
261
• consultancy charges for design and engineering decreased by 37.60% from Rs. 2.58 million in
fiscal 2004 to Rs. 1.61 million in fiscal 2005; and
• repairs and maintenance costs for plant and equipment decreased by 26.32% from Rs. 3.04
Staff Costs
2005. The increase in employee cost was primarily attributable to 26% increase in average wages and
an 11.14% increase in the number of our employees from 341 as at March 31, 2004 to 379 as at March
31, 2005, with most of the new employees being in the higher skilled and therefore higher paid
categories.
Administration and Other Expenses
Administrative and other expenses increased by 51.69% from Rs. 24.92 million in fiscal 2004 to Rs.
37.80 million in fiscal 2005. The major components of our administrative and other expenses are set
forth below:
Our interest and bank charges increased by 21.59% from Rs. 15.38 million in fiscal 2004 to Rs. 18.70
million in fiscal 2005. Interest and finance charges increased by 34.68% from Rs. 7.93 million in fiscal
2004 to Rs. 10.68 million in fiscal 2005. The increase in interest and finance charges was primarily due
to the incurrence of term loan borrowings, of which there were none in fiscal 2004, and increases in
working capital loan borrowings and hire purchase/hypothecation borrowings to help finance
construction projects. Bank charges increased by 7.65% from Rs. 7.45 million in fiscal 2004 to Rs.
8.02 million in fiscal 2005. This increase was due to an increase in bank guarantee commission
charges, bank service charges, letter-of-credit charges and loan processing charges.
Depreciation
2005. This increase was due to an increase in capital expenditure, in particular expenditure on plant and
machinery, equipment and vehicles.
Adjustments
In fiscal 2005 we made a prior period adjustment of Rs. 3.70 million for service tax not provided in
fiscal 2005 provided in fiscal 2006. We did not make any prior period adjustment in fiscal 2004.
262
Principally for the reasons discussed above, our profit before taxation increased to Rs. 97.98 million in
fiscal 2005 from Rs. 64.14 million in 2004, an increase of Rs. 33.84 million or 52.76%. Our profit
before taxation as a percentage of total income was 5.74% in fiscal 2005 compared with 4.94% in fiscal
in 2004.
Our provision for taxation increased to Rs. 20.99 million for fiscal 2005 compared with Rs. 12.66
million, an increase of Rs. 8.33 million or 65.80%. This increase was principally due to the increase in
our profit before taxation and service tax for the previous year.
effective tax rate for fiscal 2004 was 19.74% compared with the statutory rate of 35.88%.Our effective
fiscal 2005 from Rs. 51.48 million in fiscal 2004, an increase of Rs. 25.51 million or 49.55%. Our
fiscal 2004.
Liquidity and Capital Resources
Historically, our principal liquidity and capital resources requirements have been to finance our
working capital needs and our capital expenditures. Most of our recent construction contracts provide
for an advance payment of 10% of the contract amount and provide that we are to be paid a certain
amount of the contract on completion of stages of the project, which reduces our working capital needs.
However, our business still requires a significant amount of working capital to finance the purchase of
raw materials and goods and the performance of construction business projects before payment is
received from our clients.
For developer projects, in the case of sold plots of land, we typically receive an initial down payment
followed by periodic installment payments. Operation and maintenance fees are paid monthly in
arrears.
To fund our capital needs, we have generally relied on short-term loans, working capital financing, hire
purchase/hypothecation loans and cash flows from operating activities. In addition, we have also
entered into long-term loans with one to five year terms. Out of the net proceeds of the Issue, we intend
to use Rs. 997.88 million to purchase equipment for our construction business, Rs. 505.27million to
invest as equity in Ramky Hyderabad Ring Road Limited, Rs. 244.47 million to invest as equity into
Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Rs. 211.67 million to invest as equity into
Ramky Food Park (Chhattisgarh) Limited, Rs. 119.44 million to invest as equity into Ramky Gems and
Jewellery Park (Chhattisgarh) Limited and Rs. 1,250 million for working capital requirements. We
intend to use the remainder of the net proceeds of the Issue for general corporate purposes. In the
future, as we expand our construction business, and the businesses of our subsidiaries and associate
expand, our capital needs will increase and we may need to raise additional capital through further debt
finance and additional issues of Equity Shares to fund our operations and/or make investments in our
subsidiaries.
263
Cash Flows
The table below sets forth our cash flows for the periods indicated.
(Rs. in millions)
Three Months
Fiscal 2004 Fiscal 2005 Fiscal 2006 Fiscal 2007 Ended June 30,
(Standalone) (Standalone) (Standalone) (Consolidated) 2007
(Consolidated)
Net cash from / (used in)
operating activities 31.92 72.28 147.92 (521.85) (547.55)
investing activities (19.99) (102.19) (172.62) (1,004.95) (49.58)
financing activities 11.16 67.60 235.56 2,332.78 328.05
Net increase / (decrease) in
cash and cash equivalents 23.09 37.69 210.86 805.98 (269.08)
Cash Flows from / (Used in) Operating Activities
Our net cash used in operating activities in the three months ended June 30, 2007 was Rs. 547.55
million, although our operating profit before working capital changes for that year was Rs. 181.36
million. The difference was mainly attributable to increases in loans and advances, inventories and
trade receivables, which were partially offset by an increase in trade payables and others. Our
construction business generally invoices a substantial portion of its projects in the last quarter of the
fiscal year, which results in higher levels of sundry debtors as at March 31, of each fiscal year than at
other times during the year. As our construction and develop businesses grow, we expect that our
inventories and trade receivables levels will increase proportionately.
Our net cash used in operating activities in fiscal 2007 was Rs. 521.85 million, although our operating
profit before working capital changes for that year was Rs. 700.89 million. The difference was mainly
attributable to increases in inventories and trade receivables, which were partially offset by an increase
in trade payables and others and loans and advances and a decrease in miscellaneous expenditure.
Our net cash received from operating activities in fiscal 2006 was Rs. 147.92 million, although our
operating profit before working capital changes for that year was Rs. 274.43 million. The difference
was attributable to increases in trade payables and others and loans and advances, which were partially
offset by increases inventories, trade receivables and miscellaneous expenses.
offset by increases in inventory and trade receivables.
offset by increases in inventories, trade receivables and miscellaneous expenses.
Cash Flows from / (Used in) Investing Activities
Our net cash used in investing activities in the three months ended June 30, 2007 was Rs. 49.58
million. Our net cash used in investing activities during this period reflects the purchase of Rs. 17.62
million of various fixed assets comprising various plant and machinery, vehicles, computers and other
assets, and Rs. 36.02 million in capital work in progress, which were partially offset by Rs. 4.06
million in interest received.
Our net cash used in investing activities in fiscal 2007 was Rs. 1,004.95 million. Our net cash used in
investing activities during this period reflects our Rs. 81.92 million investment in Ramky Pharma City
India Limited, which increased our ownership interest in that company to 51%; our Rs. 46.76 million
264
investment in MDDA Ramky IS Bus Terminal Limited, which increased our ownership interest in that
company to 100%, our Rs. 1.14 million cash (net of investment) from Gwalior Bypass Road Project
Limited and our Rs. 0.13 million investment in Ramky Engineering and Consultancy Services, the
purchase of Rs. 504.45 million worth of various fixed assets comprising land, various plant and
machinery, vehicles, computers and Rs. 387.35 million in capital work in progress, which were
partially offset by proceeds of Rs. 0.71 million from the sale of fixed assets and Rs. 13.81 million in
interest received.
Our net cash used in investing activities in fiscal 2006 was Rs. 172.62 million. Our net cash used in
investing activities during this period reflects the purchase of Rs. 175.50 million worth of fixed assets
consisting of various plant and machinery, vehicles, and computers and Rs. 36.30 million in capital
work in progress, which were partially offset by proceeds of Rs. 23.92 million from the sale of our
investments in Mumbai Waste Management Limited, proceeds of Rs. 1.72 million from the sale of
fixed assets and Rs. 13.55 million in interest received.
Our net cash used in investing activities in fiscal 2005 was Rs. 102.19 million. Our net cash used
investing activities during this period reflects our purchase of a 49.51% interest in MDDA Ramky IS
Bus Terminal Limited for Rs. 41.20 million and the purchase of Rs. 62.43 million worth of various
fixed assets consisting of various plant and machinery, vehicles, computers and other assets and Rs.
4.57 million in capital work in progress, which were partially offset by proceeds of Rs. 0.65 million
from the sale of fixed assets and Rs. 5.36 million in interest received.
Our net cash used in investing activities in fiscal 2004 was Rs. 19.99 million. Our net cash used in
investing activities during this period reflects the purchase of Rs. 27.59 million worth of various fixed
assets consisting of various plant and machinery, vehicles, computers and other assets, which were
partially offset by proceeds of Rs. 1.96 million from the sale of fixed assets and Rs. 5.64 million in
interest received.
Cash Flows from / (Used in) Financing Activities
Our net cash from financing activities in the three months ended June 30, 2007 was Rs. 328.05 million.
This cash flow reflects the proceeds from an increase of Rs. 386.79 million in proceeds from long-term
borrowings. Our net cash from financing activities in the three months ended June 30, 2007 was
partially offset by Rs. 58.74 million paid in interest.
Our net cash from financing activities in fiscal 2007 was Rs. 2,332.78 million. This cash flow reflects
the Rs. 1,230.54 million proceeds from the issue of Equity Shares, equity shares in the Company
enjoying differential voting rights and Cumulative Convertible, Participating Preference Shares, an
increase of Rs. 1,141.72 million in proceeds from long-term borrowings and payments from minority
interest of Rs. 87.82 million. Our net cash from financing activities in fiscal 2007 was partially offset
by Rs. 127.30 million paid in interest.
Our net cash from financing activities in fiscal 2006 was Rs. 235.56 million. This cash flow reflects an
increase of Rs. 272.99 in proceeds from long-term borrowings. Our net cash from financing activities
in fiscal 2006 was partially offset by Rs. 37.43 million paid in interest.
increase of Rs. 77.39 in proceeds from long-term borrowings. Our net cash from financing activities in
fiscal 2005 was partially offset by Rs. 9.79 million paid in interest.
increase of Rs. 13.45 million in proceeds from long-term borrowings and Rs. 2.67 million net proceeds
from the issuance of 267,000 Equity Shares at Rs. 10 each. Our net cash from financing activities in
fiscal 2004 was partially offset by Rs. 4.96 million paid in interest.
Capital Expenditures
We need to make capital expenditures on a regular basis in order to acquire fixed assets and undertake
our projects.
265
In the three months ended June, 30, 2007, we used Rs. 17.62 million for investments in fixed assets
consisting of various plant and machinery, vehicles, computers and other assets and Rs. 36.02 million
for capital work in progress.
In fiscal 2007, we used Rs. 504.45 million for investments in fixed assets consisting of various plant
and machinery, vehicles, computers and other assets and Rs. 387.35 million for capital work in
progress.
In fiscal 2006, we used Rs. 173.25 million for investments in fixed assets consisting of various plant
and machinery, vehicles, computers and other assets and Rs. 36.30 million for capital work in progress.
In fiscal 2005, we used Rs. 62.43 million for investments in fixed assets consisting of various plant and
machinery, vehicles, computers and other assets and Rs. 4.57 million for capital work in progress.
In fiscal 2004, we used Rs. 27.59 million for investments in fixed assets consisting of various plant and
machinery, vehicles, computers and other assets.
We intend to use Rs. 997.88 million of the net proceeds of the Issue to fund capital expenditures. We
expect in future years to continue to make capital expenditures for plant and machinery, vehicles,
computers and other assets on a regular basis, and at possibly an increasing rate. We propose to
finance these expenditures principally through secured and unsecured loans from banks and financial
institutions and internal accruals.
Balance Sheet Items
Fixed Assets
Our total fixed assets after depreciation were Rs. 869.90 million as at June 30, 2007. Our fixed assets
consist of plant and machinery, computers and software, buildings, office equipment, furniture and
fixtures, motor vehicles and intangible assets. Our fixed assets are increasing gradually as we procure
additional construction-related assets. We have also imported some machinery for the execution of
large contracts.
Investments
Our total investments were Rs. 0.41 million as at June 30, 2007, which was comprised of quoted
investments at cost.
Current Assets, Loans and Advances
Our current assets, loans and advances as at June 30, 2007 were Rs. 6,833.18 million. Our current
assets loans and advances comprise inventories, receivables from sundry debtors, cash and bank
balances, and loans, advances and other current assets.
Inventories
Our inventories as at June 30, 2007 were Rs. 1,702.07 million, which consisted principally of work in
progress and materials and components used in our construction projects.
Sundry Debtors
Our receivables from sundry debtors as at June 30, 2007 were Rs. 2,226.29 million, which consisted of
Rs. 970.80 million and Rs. 155.57 million in receivables from parties other than related parties owed
for less than six months and more than six months respectively, and of Rs 571.44 million and Rs.
528.48 million in receivables from related parties owed for less than six months and more than six
months, respectively.
Cash and Bank Balances
Our cash and bank balances as at June 30, 2007 were Rs. 853.26 million.
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Loans, Advances and Other Current Assets
Our loans, advances and other current assets were Rs. 2,051.56 million as at June 30, 2005. Loans,
advances and other current assets comprised Rs. 646.91 million of security deposits, Rs. 95.31 million
of earnest money deposits, Rs. 20.50 million of interest accrued but not due/received, Rs. 67.53 million
of prepaid expenses, Rs. 175.57 million of tax deduction at source, Rs. 2.31 million of advances and
deposits to Promoter Group companies, Rs. 1.07 million of share application money in Subsidiaries and
Promoter Group companies and Rs. 1,042.36 million of advances and deposits to third parties.
Liabilities and Provisions
Our total liabilities and provisions as at June 30, 2007 were Rs. 6,069.28 million. Our liabilities and
provisions comprise secured loans, unsecured loans, and current liabilities and provisions.
Secured Loans
Our secured loans as at June 30, 2007 were Rs. 2.005.03 million. Secured loans comprised Rs. 594.27
million in term loans, Rs. 1,322.05 million in working capital loans and Rs. 88.71 million in hire
purchase/hypothecation loans.
Unsecured Loans
Our unsecured loans as at June 30, 2007 were Rs. 6.98 million. Unsecured loans include loans from
our Promoters, our Promoter Group companies and companies of our Promoters.
Current Liabilities and Provisions
Our current liabilities and provisions as at June 30, 2007 were Rs. 4,057.27 million. Our current
liabilities include sundry creditors, advances from customers and other liabilities. Liabilities to sundry
creditors as at June 30, 2007 were Rs. 2,002.00 million, which consisted principally of amounts owed
to suppliers of materials, components and services for the execution of our construction business
projects. Advances from customers as at June 30, 2007 were Rs. 1,438.51 million. For our
construction business projects, we typically require customers to pay us a certain amount in advance of
commencement of work against a bank guarantee, which is credited against progress payments. Other
liabilities as at June 30, 2007 were Rs. 385.28 millions. Other liabilities include outstanding expenses,
sales tax, service tax and TDS payable and other dues payable. As at June 30, 2007, provisions towards
income tax, fringe benefit tax, preference dividends, gratuity and leave encashment were Rs. 231.48
million.
Total Indebtedness
The following table sets forth our repayment obligations under the terms of our secured indebtedness as
at June 30, 2007. All such indebtedness are comprised of revolving credit facilities, which are payable
within one year.
(Rs. in millions)
Payments due during the year ending March 31,
Indebtedness 2008 2009 2010 After 2010
Secured (bank) 1,706.42 143.10 6.40 60.40
Other secured (hire

purchase/hypothecation loans) 48.45 30.61 9.65 -
Unsecured 6.98 - - -
267
Many of the Company’s financing agreements also include various conditions and covenants that
require it to obtain lender consents prior to carrying out certain activities and entering into certain
transactions. We cannot assure you that we will be able to obtain these consents and any failure to
obtain these consents could have significant adverse consequences for our business. Specifically, we
must seek, and may be unable to obtain, prior written permission of one or more lenders to effect any
scheme of amalgamation, merger or acquisition; effect any adverse changes in the Company’s capital
structure; implement a new scheme of expansion or diversification; enter into any borrowing or non-
borrowing arrangement either secured or unsecured with any other bank, financial institution, company
or firm; effect any drastic changes in our Promoters, directors or management; approach the capital
markets for mobilising additional resources either in the form of debt or equity; make any alterations in
the Company’s controlling ownership or any documents relating to its constitution; invest in the shares
or debentures of any other company or extend finance to associate companies; undertake any
restructuring within the Company; repay of all monies brought into the Company by its promoters,
directors, principal shareholders and their relatives or friends by way of deposits/loans/advances;
declare dividends; implement a new scheme of expansion or diversification; lend or advance or place
deposits with any other concern; apply short term working capital funds for long term uses; undertake
guarantee obligations on behalf of any other borrower or third party; undertake any new project; create
any charge, lien or encumbrance over its undertakings in favour of any financial institution, bank,
company or firm; sell, assign, mortgage or otherwise dispose off any of the fixed assets charged to the
bank; enter into contractual obligations of a long term nature or affecting the Company financially to a
significant extent; change the practice with regard to the remuneration of Directors; pay commission to
the Directors in consideration for the personal guarantees furnished by them; transfer a controlling
interest; make investments in fixed assets or associates and group companies except to the extent
projected to the bank; and undertake any trading activity other than sale of products arising out of our
own manufacturing.
Contingent Liabilities
As at June 30, 2007, we had an aggregate amount of Rs. 7,947.73 million of contingent liabilities
outstanding. Our contingent liabilities consist of Rs. 3,865.26 million of guarantees in favor of various
authorities, Rs. 120.18 million of letters of credit issued by various banks, Rs. 24.78 million of foreign
letters of credit issued by various banks, Rs. 9.95 million of disputed sales tax amounts, Rs. 44.96
million in respect of a legal dispute pending before the Arbitrational Tribunal, Bangalore, Rs. 23.16
million of disputed income tax amounts, Rs. 865.10 million for a corporate guarantee in favor of UTI
Bank for a credit facility availed by Ramky Enviro Engineers Ltd and Ramky Pharma City India
Limited and Rs. 2,994.34 million in respect of the estimated amount of contracts remaining to be
executed on the capital account and not provided for (net of advances).
Market Risks
Foreign Currency Risk
To the extent that our income and expenditure are not denominated in the same currency, exchange rate
fluctuations could cause some of our costs to increase more than our revenues on a given contract. Our
future capital expenditures, including equipment and machinery, may be denominated in currencies
other than Indian rupees. Therefore, declines in the value of the rupee against such other currencies
could increase the rupee cost of making such purchases.
Equity Price Risk
Equity price risk arises when we are exposed to changes in the fair value of any traded equity
instruments that we may hold due to changes in the equity markets. Our exposure to changes in equity
prices is not material to our financial condition or results of operations.
Interest Rate Risk
As at June 30, 2007, we had fixed and floating rate debt that exposed us to market risk as a result of
changes in interest rates. Rs. 1,322.05 million, or 65.71% of our total debt, consists of variable rate
debt obligations. We undertake debt obligations to support general corporate purposes, including
268
capital expenditure and working capital needs. Upward fluctuations in interest rates increase the cost
of debt and interest cost of outstanding variable rate borrowings. We do not currently use any
derivative instruments to modify the nature of our debt so as to manage our interest rate risk.
Information Required as per Clause 6.10.5.5 of the SEBI Guidelines
Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring Prospectus, there have been no other events or
transactions that, to our knowledge, may be described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Except as described in “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and elsewhere in this Draft Red Herring Prospectus, to our knowledge,
there are no known trends or uncertainties that are expected to have a material adverse impact on our
revenues or income from continuing operations.
Future Relationship between Cost and Income
Except as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, to our knowledge there are no known factors that will
have a material adverse impact on our operations and finances.
Competitive Conditions
Please refer to the sections entitled “Our Business – Competition”, “Industry” and “Risk Factors” in
this Draft Red Herring Prospectus for discussions regarding competition.
Significant Developments after June 30, 2007
On December 7, 2007, the Company issued 693,314 and 461,855 Equity Shares to SAPE and Tara
India, respectively, pursuant to conversion of 693,314 and 461,855 cumulative convertible preference
shares of our Company held by SAPE and Tara India, respectively, in terms of the shareholders
agreement dated November 24, 2006 entered into amongst SAPE, Tara India, our Company, Promoters
and others. For further details on the shareholders agreement, see section “History and Certain
Corporate Matters” beginning on page 137 of this Draft Red Herring Prospectus. The value at which
Equity Shares have been issued to SAPE and Tara India may be lower than the Issue Price.
Further, the Company on December 7, 2007 issued 41,183,345 to the exiting shareholders of
the Company in the ratio of 5:1.
Except as stated in this Draft Red Herring Prospectus, to our knowledge no circumstances have arisen
since June 30, 2007, which is the date of the most recent financial statements included in this Draft Red
Herring Prospectus, which materially and adversely affect or are likely to affect our profitability, our
financial condition or our ability to pay our material liabilities within the next 12 months.
Except as stated in this Draft Red Herring Prospectus, there are no subsequent developments after the
date of the Auditor’s report dated November 22, 2007, that we believe are expected to have material
impact on our reserves, profits, earnings per share or book value.
269
FINANCIAL INDEBTEDNESS
The Company’s aggregate borrowings, on an unconsolidated basis, as of October 31, 2007 are as
follows:
(In Rs. million)

Nature of Borrowing Amount
Secured borrowings 5488.88*
*Including Rs. 65.47 million for hire purchase/hypothecation loans.
The details of the Company’s secured term loans and secured working capital loans, on an
unconsolidated basis, are as follows:
A. Term Loans
Amount
outstanding
as of October
Name of the 31, 2007 (in Interest Repayment
Lender Loan Documentation Rs. Millions) Rate Schedule Security
Bank of Sanction letter dated 0.64 12.5% Loan Primary security:
India(1) September 1, 2006 and p.a. repayable in • Exclusive charge
Hypothecation-cum-loan 10 monthly on project related
agreement dated instalments assets
September 2, 2006 commencing
from Collateral security:
Total amount December • Personal guarantee
sanctioned: Rs. 75 2006 of Mr. Alla
million Ayodhya Rami
Reddy and Mr.
Yancharla
Ratnakar Nagaraja
Oriental Sanction letter dated 29.70 13.25% Loan Primary security:

Bank of October 26, 2006 and p.a. repayable in • Exclusive charge
Commerce(2) Loan agreement dated 12 monthly on project related
October 28, 2006 instalments assets
commencing
Total amount from April Collateral security:
sanctioned: Rs. 85 2007 • Personal guarantee
million of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla
Ratnakar Nagaraja
Yes Bank(3) Sanction letter dated 6.87 12.5% Loan Primary security:
August 17, 2006 and p.a. repayable in • Exclusive charge
Deed of Hypothecation 12 monthly on project related
dated August 22, 2006 instalments assets
commencing
Total amount from Collateral security:
sanctioned: Rs. 82.5 November • Personal guarantee
million 2006 of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla
Ratnakar Nagaraja
270
Indian Loan agreement 151.72 13.5% Eight Primary security:
Bank(5) dated August 6, 2007 p.a. quarterly • Exclusive charge
and Hypothecation instalments on project related
agreement dated August commencing assets
6, 2007 from January,
2008 Collateral security:
Total amount • Personal guarantee
sanctioned: Rs. 150 of Mr. Alla
million Ayodhya Rami
Reddy and Mr.
Yancharla
Ratnakar Nagaraja
• Equitable
mortgage of 17.10
acres of the project
site
1. Under the sanction letter, the Company has to inform and provide explanations regarding all material and
adverse changes in the Company’s business, ownership, management, liquidity and financial position.
Further, the Company shall not, without the prior written permission of the bank, effect any scheme of
amalgamation, merger or acquisition; effect any adverse changes in the Company’s capital structure;
implement a new scheme of expansion or diversification; enter into any borrowing or non-borrowing
arrangement either secured or unsecured with any other bank, financial institution, company or firm;
effect any drastic changes in its management; approach capital market for mobilising additional
resources either in the form of debt or equity; and make any alterations in the Company’s controlling
ownership or any documents relating to its constitution. The bank reserves the right to appoint a nominee
on the Company’s Board, either full or part time, to oversee the functioning of the Company to protect
its interest.
2. Under the sanction letter, the Company shall not, without the prior written permission of the bank, effect
any scheme of amalgamation, merger or acquisition; effect any drastic changes in the promoters,
directors or management of the Company; and invest in the shares or debentures of any other company
or extend finance to associate companies.
any scheme of amalgamation, merger or acquisition; amend any provision of the documents relating to
the Company’s constitution; and undertake any restructuring within the Company.
4. Under the sanction letter, the Company shall maintain its net working capital position above the level
furnished in its projections of working capital finance. Further, the Company shall keep the bank
informed of any event likely to affect its profit or business and any circumstances adversely affecting the
financial position of its subsidiaries or group companies or companies it has invested in. The Company
has to obtain the prior permission of the bank for repayment of all monies brought into the Company by
its promoters, directors, principal shareholders and their relatives or friends by way of
deposits/loans/advances; and the bank reserves the right to appoint a nominee on the Company’s Board
to protect its interest.
any scheme of amalgamation, merger or acquisition; effect any adverse changes in the Company’s
capital structure; declare dividend; implement a new scheme of expansion or diversification; enter into
any borrowing or non-borrowing arrangement either secured or unsecured with any other bank, financial
institution, company or firm; effect any drastic changes in its management; and repay monies repay
monies brought into the Company by promoters, directors, principal shareholders, friends and relatives
by way of deposits/loans/advances.
B. Working Capital Loans
Amount
outstanding as of
Name of the Loan October 31, 2007 Interest Repayment
Lender Documentation (in Rs. millions) Rate Schedule Security
271
Amount
outstanding as of
UTI Bank(1) Sanction letter dated 376.37 11.5% p.a Repayable Primary security:
May 23, 2007 and on demand • First pari-passu
Supplementary charge
agreement of on all current assets
Hypothecation dated of the Company
June 2, 2007
Collateral security:
Total amount • Second pari-passu
sanctioned: Rs. 500 charge on the fixed
million assets of the
Company
• Personal guarantee
of Mr. Alla
Ayodhya Rami
Reddy
• Equitable mortgage
of properties
belonging to Ramky
Estates & Farms Pvt
Limited
• Corporate guarantee
of Ramky Estates
and Farms Pvt
Limited
State Bank Sanction letter dated 2663.88 12% p.a Repayable Primary security:
of India(2) May 19, 2007 and on demand • First pari-passu
Letter of charge
Hypothecation dated on all current assets
May 22, 2007 of the Company
Total amount Collateral security:

sanctioned: Rs. 4,250 • First charge on
million unencumbered fixed
assets of the
Company on pari
passu basis with
other working
capital lenders
of properties
belonging to Ramky
Estates & Farms Pvt
Limited, Mr. M.
Venugopal Reddy,
Ms. A. Dakshyani
and Ramky Enviro
Engineers Limited
of Ramky Estates &
Farms Pvt Limited
and Ramky Enviro
Engineers Limited
272
Amount
outstanding as of
ING Vysya Sanction letter dated 94.57 - - Primary security:
Bank(3) June 22, 2006 and • First pari-passu
Letter dated February charge
June 22, 2006 on all current assets
revising the facilities of the Company
granted
Total amount • Second pari-passu
sanctioned: Rs. 180 charge on the fixed
Company
• Fixed deposit of 5%
of the loan amount
sanctioned
of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla Ratnakar
Nagaraja
UCO Bank(4) Sanction letter dated 27.15 14% - Primary security:

October 7, 2003 • First pari-passu
charge
Total amount on all current assets
sanctioned: Rs. 105 of the Company
million
of properties
belonging to Ramky
Estates & Farms Pvt
Limited
of Ramky Estates &
Farms Pvt Limited
ICICI Bank Sanction letter dated 900.11 - (Bank Demand Primary security:
Limited March 13, 2007 and guarantee) loan, subject • First pari-passu
Hypothecation Deed to annual charge
dated March 16, 2007 review on all current assets
of the Company
Total amount
sanctioned: Rs. 1200 Collateral security:
million • Equitable mortgage
of properties
belonging to Ramky
Estates & Farms Pvt
Limited
of Ramky Estates &
Farms Pvt Limited
of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla Ratnakar
Nagaraja
273
Amount
outstanding as of
Development Sanction letter dated 183.45 11.25% Demand Primary security:
Credit Bank February 12, 2007 p.a. loan, subject • First pari-passu
Limited(5) and Hypothecation to annual charge
Deed dated February review on all current assets
12, 2007 of the Company
Total amount Collateral security:

sanctioned: Rs. 300 • Second pari-passu
million charge on the fixed
assets of the
Company
of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla Ratnakar
Nagaraja
Yes Bank(6) Addendum dated July 163.95 13% p.a. Varies from Primary security:
23, 2007 to Facility one to six • First pari-passu
letter dated May 23, month for charge
2007 and the working on all current assets
Hypothecation Deed capital of the Company
dated July 31, 2007 component
and the cash Collateral security:
Total amount credit is • Second pari-passu
sanctioned: Rs. 400 payable on charge on the fixed
million demand assets of the
Company
of Mr. Alla
Ayodhya Rami
Reddy and Mr.
Yancharla Ratnakar
Nagaraja
State Bank Sanction letter dated 409.97 12% p.a. Demand loan Primary security:
of May 10, 2007 and • First pari-passu
Hyderabad(7) Supplemental charge
agreement of on all current assets
Hypothecation dated of the Company
June 18, 2007
Total amount • First charge on
sanctioned: Rs. 870 unencumbered fixed
Company on pari
passu basis with
other working
capital lenders
of properties
belonging to Ramky
Estates & Farms Pvt
Limited
• Fixed deposit of Rs.
4 million
274
Amount
outstanding as of
Standard Sanction letter dated 415.03 10.75% - Primary security:
Chartered June 28, 2007 and p.a. • First pari-passu
Bank(8) Supplemental (interest charge
agreement of on the on all current assets
Hypothecation dated overdraft of the Company
July 9, 2007 facility of
Rs. 100 Collateral security:
Total amount million • Pari passu
sanctioned: Rs. 500 only) hypothecation
million charge on
unencumbered
movable fixed
assets
of Mr. Alla
Ayodhya Rami
Reddy
1. Under the sanction letter, the Company shall not, without the prior written permission of the bank, enter
into any borrowing or non-borrowing arrangement either secured or unsecured with any other bank,
financial institution, company or firm; undertake any expansion or fresh project; invest by way of share
capital or lend or advance or place deposits with any other concern; apply short term working capital
funds for long term uses; effect any scheme of amalgamation, merger or acquisition with any other
borrower; undertake guarantee obligations on behalf of any other borrower or third party; declare
dividend; and effect any drastic changes in its management.
any adverse changes in the Company’s capital structure; formulate any scheme of amalgamation or
reconstruction; undertake any new project; invest by way of share capital or lend or advance or place
deposits with any other concern; enter into any borrowing or non-borrowing arrangement either secured
or unsecured with any other bank, financial institution, company or firm; declare dividends; undertake
any guarantee obligation on behalf of any other company; create any charge, lien or encumbrance over
its undertakings in favour of any financial institution, bank, company or firm; sell, assign, mortgage or
otherwise dispose off any of the fixed assets charged to the bank; enter into contractual obligations of a
long term nature or affecting the company financially to a significant extent; change the practice with
regard to the remuneration of Directors; effect any drastic changes in its management; and permit any
transfer of controlling interest. The bank reserves the right to appoint a nominee on the Company’s
Board, either full or part time, to oversee the functioning of the Company to protect its interest and to
convert the debt into equity in the event of a default in repayment by the Company (optional).
3. Under the sanction letter, the Company shall not, without the prior written permission of the bank make
any alterations in the Company’s controlling ownership, constitutive documents or management;
formulate any scheme of amalgamation or reconstruction; undertake any expansion or diversification;
raise additional loans from other banks or financial institutions; apply short term working capital funds
for long term uses; pay commission to the Directors in consideration for the personal guarantees
furnished by them; declare dividends; effect any drastic changes in its management; and permit any
transfer of controlling interest.
4. Under the sanction letter, the Company shall not use the short term funds for long term purposes.
Further, the Company shall not, without the prior written permission of the bank, sell, assign, mortgage
or otherwise dispose off any of the fixed assets charged to the bank; effect any merger, acquisition,
amalgamation or reconstruction; pay dividend, give or undertake guarantees on behalf of third parties;
dispose of whole or substantially whole of the undertaking; effect any change in the capital structure or
management structure; declare dividend; implement a new scheme of expansion or diversification; pay
commission to the guarantors in consideration for the guarantees furnished to the bank; create any
charge, lien or encumbrance over its undertakings in favour of any financial institution, bank, company
or firm; sell, assign, mortgage or otherwise dispose off any of the fixed assets charged to the bank; take
up new projects or large scale expansion; make investments in or give loans to subsidiaries, associate
concerns or individuals;
5. Under the sanction letter, the Company shall not, without the prior written consent of the bank, effect
any substantial changes in the shareholding pattern or management control; make investments in fixed
assets or associates and group companies except to the extent projected to the bank; effect financial
275
changes that may affect that Company’s ability to repay the facility; effect any scheme of amalgamation
or reconstitution; allow the promoters or directors to transfer, alienate, dispose or dilute their
shareholding; repay monies brought into the Company by promoters, directors, principal shareholders,
friends and relatives by way of deposits/loans/advances; effect any adverse changes in the Company’s
capital structure; implement a new scheme of expansion; enter into additional borrowing arrangements
with other banks; and enter long-term contractual obligations directly affecting the financial position of
the Company.
any restructuring within the Company.
any scheme of amalgamation, merger or acquisition; effect any adverse changes in the Company’s
capital structure; implement a new scheme of expansion or acquire fixed assets; invest by way of share
capital in or lend or advance funds to or place deposits with any other concern; enter into any borrowing
or non-borrowing arrangement either secured or unsecured with any other bank, financial institution,
company or firm; undertake any trading activity other than sale of products arising out of its own
manufacturing operations; effect any change in the remuneration of its directors; and permit any transfer
of the controlling interest.
8. Under the sanction letter, the Company shall have to conclude an initial public offering of minimum Rs.
3 billion by December 31, 2007.
For further information see the section “Financial Statements” beginning on page 184.
276
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below, there is no outstanding material litigation, suits, criminal or civil prosecutions,
proceedings or tax liabilities against the Company, and there are no material defaults, non payment of
statutory dues, over-dues to banks or financial institutions, defaults against banks or financial
institutions, defaults in dues payable to holders of any debenture, bonds or fixed deposits or arrears of
preference shares issued by the Company, defaults in creation of full security as per terms of
issue/other liabilities, proceedings initiated for economic, civil or any other offences (including past
cases where penalties may or may not have been awarded and irrespective of whether they are specified
under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of
the Company and no disciplinary action has been taken by SEBI or any stock exchanges against the
Company, its Subsidiaries, its Promoters or Directors, that may have a material adverse effect on our
unconsolidated financial position, nor, so far as we are aware, are there any such proceedings pending
or threatened.
Neither the Company nor its Promoters, members of the Promoter Group, Subsidiaries, and Directors
have been declared as wilful defaulters by the RBI or any other Governmental authority and, except as
disclosed in this section in relation to litigation, there are no violations of securities laws committed by
them in the past or pending against them.
Contingent liabilities of the Company as of September 30, 2007:
The Company has contingent liabilities in an amount of Rs. 7,947.73 million that are not provided for,
as set forth in its restated unconsolidated balance sheet as of June 30, 2007. For further information,
please refer to Annexure XVI of restated unconsolidated financial statements as of June 30, 2007,
Outstanding Litigation and Material Developments/Proceedings against the Company and the
Subsidiaries
Cases against the Company
Name &
Address of
Appeal the Court/ Amount
S. No./ Complainant Arbitration Under Brief Description of
No. Case No. Dated / Applicant Respondents Panel Consideration Case Status
1. M.J.C No. January South Eastern Ramky District Judge, Rs. 132,000 The petition has been The next date
14 of 2007 30, 2007 Coalfields Infrastructure Bilaspur filed for setting aside of hearing is
Limited Limited the arbitral award January 25,
through its dated January 3, 2002 2008.
Chairman- in favour of the
cum- respondent whereby
Managing Rs. 47.38 million was
Director awarded for
additional work done
by the applicant in
relation to the design,
drawing, supply,
engineering,
construction, erection
and commissioning
of sewerage and
sewerage treatment
plant for the Gevra-
Dipka Project
township and
colonies including
development of the
sewerage and
277
Name &
Address of
sewerage treatment at
Urja Nagar Colony.
2. N/a August Mysore Ramky Arbitral Rs. 44,959,590 The statement of Replies to the
31, 2007 Paper Mills Infrastructure Tribunal at claim has been filed Claim
Limited Limited Bangalore seeking a direction to statement to
the Company to pay be filed with
Rs. 44,959,590. The Arbitrator by
Company was December 15,
appointed as a 2007.
consultant for the
claimant with respect
to the construction of
a sewage treatment
plant. Degremont
India Limited was
awarded the contract
for carrying out the
construction of the
plant. Disputes arose
between Degremont
India Limited and the
claimant which was
settled on the
claimant paying a
sum of Rs.
10,300,000. The
claimant has alleged
that due to the
improper evaluation
and design of the
plant by the
Company, the
claimant had to pay
the said sum to
Degremont India
Limited.
3. O.P. No. August Ms. S. Ramky MVACT cum Rs. 550,000 The petitioners have The Company
1394 of 6, 2007 Sreelatha and Infrastructure II Additional filed a claim petition is in the
2007 others Limited and Chief Judge, for compensation process of
the Oriental City Civil under Section 166 of preparing its
Insurance Court, the Motor Vehicles reply which is
Company Hyderabad. Act, 1988 and Rules required to be
Limited (Motor 475/IB of the Andhra filed by
Accidents Pradesh Motor December 18,
Claims Vehicles Rules, 1989 2007.
Tribunal) r/w Section 163-A
140(C) of the Andhra
Pradesh Motor
Vehicles Act, 1988.
The petitioners are
the legal heirs of two
persons who died
subsequent to an
accident involving a
chemical tanker
belonging to the
Company.
Cases by the Company (including appeals from adverse decisions)
278
Name &
Address of
1. Misc. June 12, Ramky South Eastern High Court of Rs. 7,045,322 The appeal has been The matter
Appeal No. 2006 Infrastructure Coalfields Chhattisgarh, filed for setting aside may be listed
02 of 2006 Limited Limited Bilaspur order dated February in 2008.
through its 28, 2006 passed by
Chairman- the District Judge,
cum- Bilaspur that set
Managing aside the arbitral
Director award dated May 3,
2002 in favour of the
applicant whereby
Rs. 5,068,391 along
with interest was
awarded for
additional work done
by the Company in
relation to Agreement
no.
SECL/BSP/CE(C)/W
B/Agmt/17 for
design, drawing,
supply, engineering,
construction, erection
and commissioning
of sewerage and
sewerage treatment
plant for the
Bisrampur Project
colonies/townships
on a turnkey basis.
Relief sought is that
the arbitral award is
restored.
2. Ramky Infrastructure Limited has filed a civil suit against the National Textile Corporation and others for refund of the earnest money
deposited pursuant to a bid for a tender. The tender was invited for purchase of certain land, which land the Company later found to not
be as per the description in the tender documents. The Company is claiming a sum of Rs. 2,380,000.
Tax Cases by the Company
Name &
Address of
the Court/ Amount
S. Arbitration Under Brief Description
No. Appeal No. Dated Applicant Respondents Panel Consideration of Case Status
1. L.111(2)/1 May 4, Ramky Appellate Additional Rs. 1,513,796 For the assessment Appeal
2/2004 2004 Infrastructure Deputy Commissioner year 1999-2000, the pending. The
Limited Commissione (Commercial Company had opted order is
r Taxes), Legal, for assessment under awaited.
(Commercial Panjagutta, composition under
Taxes), Legal, Hyderabad the Andhra Pradesh
Panjagutta, General Sales Tax
Hyderabad Act, 1957. The
Company has sought
permission to opt for
regular assessment
pursuant to an
increase in the rate
of tax under
279
Name &
Address of
the Court/ Amount
composite
assessment.
2. L.111(2)/1 July 13, Ramky Appellate Additional Rs. 1,557,823 For the assessment Appeal
538/2004 2006 Infrastructure Deputy Commissioner year 2000-2001, the pending. The
Limited Commissione (Commercial Company had opted order is
r Taxes), Legal, for assessment under awaited.
(Commercial Panjagutta, composition under
Taxes), Legal, Hyderabad the Andhra Pradesh
Panjagutta, General Sales Tax
Hyderabad Act, 1957. The
Company has sought
permission to opt for
regular assessment
pursuant to an
increase in the rate
of tax under
composite
assessment.
3. T.A No. September Ramky Deputy Sales Tax Rs. 834,113 For the assessment Appeal
772 of 2, 2006 Infrastructure Commissione Appellate year 2001-2002, the pending. The
2006 Limited r Tribunal, Commercial Tax next date of
(Commercial Hyderabad, Officer, Somajiguda hearing is yet
Taxes), Legal, Andhra Circle, Hyderabad to be notified.
Panjagutta, Pradesh allowed regular
Hyderabad assessment and
refunded an amount
of Rs. 556,633
Andhra Pradesh
General Sales Tax
Act, 1957. The
Deputy
Commissioner
passed an order
setting aside the
decision of the
Commercial Tax
Officer.
4. CW.P No. March 13, Ramky State of High Court of Rs. 1,204,300 The writ petition has The matter is
3748 of 2007 Infrastructure Punjab Punjab & been filed for setting pending. The
2007 Limited through the Haryana, aside order dated next date of
Financial Chandigarh. February 12, 2007 hearing is yet
Commissione given by the Officer to be notified.
r (Taxation) in-charge-cum-
and Secretary, Excise and Taxation
Excise & Officer, Doomwali,
Taxation Bhatinda with
Department, regard to the
Government detention of certain
of Punjab vehicles carrying
alongwith the materials for
Designated execution of
Officer –cum- contracts by the
Excise & Company in the
Taxation State of Punjab. The
Officer, ground of detention
Information of the vehicles is
Collection that adequate taxes
Centre and under the Punjab
the Taxation Value Added Tax
280
Name &
Address of
the Court/ Amount
Inspector, Act, 2005 have not

Doomwali, been paid in
Bhatinda. accordance with the
data submitted to the
Information
Collection Centre at
Doomwali,
Bhatinda.
5. WP No. February Ramky Assistant High Court of Rs. 3,993,085 For the assessment The matter is
11487 of 21, 2007 Infrastructure Commissione Karnataka, year 2005-2006, the pending. The
2007 Limited r of Bangalore assessment did not next date of
Commercial include TDS hearing is yet
Taxes (Audit- certificates to be notified.
5) L.D.U amounting to Rs.
Division, 13.62 million as
Bangalore they were received
subsequently. The
Company has sought
adjustment of Rs.
3.99 million in the
total tax liability.
6. Appeal No. May 12, Ramky Deputy Commissioner Rs. 12,619,040 For the assessment The matter is
0200/06-07 2006 Infrastructure Commissione of Income year 2003-2004, the pending. The
Limited r of Income Tax (Appeals) deductions next date of
Tax, Circle 3 IV, amounting to Rs. hearing is yet
(1), Hyderabad 34.34 million to be notified.
Hyderabad claimed by the
applicant under
Section 80IA of the
IT Act have been
disallowed.
7. Appeal No. January 19, Ramky Deputy Commissioner Rs. 10,537,804 For the assessment The matter is
0449/06-07 2007 Infrastructure Commissione of Income year 2004-2005, the pending. The
Limited r of Income Tax (Appeals) deductions next date of
Tax, Circle 3 IV, amounting to Rs. hearing is yet
(1), Hyderabad 29.37 million to be notified.
Hyderabad claimed by the
applicant under
Section 80IA of the
IT Act have been
disallowed.
Tax cases against the Company
Name &
Address of
the Court/ Amount
No. Case No. Dated Applicant Respondents Panel Consideration of Case Status
1. Assessment November N/a Ramky Assistant Rs. 18,915,761 The assessment Notice has
order 11, 2007 Infrastructure Commissioner order for the year been issued to
I.T.N.S. 65/ Limited of Income 2005-06 has the Company.
Notice of Tax disallowed the The Company
demand deductions is in the
dated amounting to Rs. process of
November 43,901,728 claimed filing a reply.
22, 2007 by the Company
under Sections 80IA
281
Name &
Address of
the Court/ Amount
& 80IB of the IT

Act.
2. Show cause November N/a Ramky Commissioner Rs. 98,222,255 As per the show The Company
notice no. 1, 2007 Infrastructure of Service cause notice the is in the
68/2007-08 Limited Tax contraventions by process of
(ST) the Company filing a reply.
include omitting to
register for site
formation,
excavation and
demolition services,
erection and
commissioning
services and
maintenance and
repair services.
Further, the
Company has not
filed any return
under section 70 of
the Finance Act,
1994, not disclosed
the fact of such
services rendered to
the relevant
authorities and have
not paid any service
tax for the services
rendered by them.
Proceedings initiated against the Company for economic offences
There are no proceedings initiated against the Company for any economic offences.
Debt owed to small scale undertakings
As per notes forming part of the accounts for Fiscal 2007, the Company has not been in possession of
information regarding dues to the small scale industries and hence the same information has not been
incorporated. The management is of the opinion that there are no such dues.
Outstanding Litigation and Material Developments involving the Subsidiaries
Name &
Address of
the Court/ Amount
1. 2850/Q/200 July 8, Government Ramky Minister of Rs. 6,007,440 As per the notice Ramky
4 2005 of Andhra Pharma City Mines and served upon Ramky Pharma City
Pradesh, (India) Geology, Pharma City, it is has filed a
Department Limited Government stated that the revision
of Mines and of Andhra explanation petition dated
Geology Pradesh, provided for the October 12,
Hyderabad consumption of 2007.
large quantities of
282
Name &
Address of
the Court/ Amount
gravel was found to

be unsatisfactory.
Ramky Pharma City
was required to
submit a challan
within 15 days of
the receipt of the
notice failing which
action for collection
of Rs. 6,007,440
would be initated.
Ramky Pharma city
failed to respond
within the time
specified and has
filed a revision
petition on October
12, 2007 asking for
condonation of
delay, stay of
proceedings under
the notice and the
setting aside of this
notice.
Litigation/Proceedings involving the Directors of the Company
Except as disclosed below, there is no outstanding material litigation involving the Directors, there are
no suits or criminal prosecutions or civil proceedings involving the Directors, and there are no material
defaults, non-payment of statutory dues, over dues to banks/financial institutions or defaults against
banks/financial institutions by the Directors (including past cases where penalties may or may not have
been awarded and irrespective of whether they are specified under paragraph (i) of part 1 of Schedule
XIII of the Companies Act).
Outstanding Litigation and Material Developments/Proceedings against the Directors
There is no outstanding litigation and material developments/proceeding against the Directors.
Outstanding Litigation and Material Developments/Proceedings filed by the Directors
There is no outstanding litigation and material developments/proceeding filed by the Directors.
Proceedings initiated against the Directors for economic offences
There are no proceedings initiated against the Directors for any economic offences.
Details of past penalties imposed on the Directors
There are no past penalties imposed on the Directors.
Litigation involving Promoters
Except as disclosed below, there is no outstanding material litigation involving the Promoters, there are
no suits or criminal prosecutions or civil proceedings involving the Promoters, and there are no
material defaults, non-payment of statutory dues, over dues to banks/financial institutions or defaults
against banks/financial institutions by the Promoters (including past cases where penalties may or may
283
not have been awarded and irrespective of whether they are specified under paragraph (i) of part 1 of
Schedule XIII of the Companies Act).
Litigation/Defaults in respect of companies/firms/ventures with which the Promoters were

Associated in the Past
There is no outstanding litigation/defaults in respect of companies/firms/ventures with which the

Promoters were associated in the past.
Litigation involving Promoter Group Companies
Name &
Address of
1. O.S No. July 2, Ms. Shalini Ramky Junior Civil Nil The suit has been The next date
3290 of 2007 Bhupal Estates and Judge, City filed to remove of hearing is
2007 Farms Private Civil Court, constructions raised January 7,
Limited (and Hyderabad. by Ramky Estates 2008.
others) and Farms Private
Limited on the
property of the
plaintiff.
2. I.T No. 18 June 28, Sarva Mumbai Industrial Nil The statement of The next date
of 2005 2006 Sharamik Waste Tribunal, claim has been filed of hearing is
Sangh Management Thane by the Sarva December 12,
Limited Sharamik Sangh to 2007.
confirm the order of
the Industrial
Tribunal dated March
3, 2007 by which 52
workmen were made
permanent employees
of Mumbai Waste
Management
Limited.
3. I.T No. 47 June 28, Sarva Mumbai Industrial Nil The statement of The next date
of 2005 2006 Sharamik Waste Tribunal, claim has been filed of hearing is
Sangh Management Thane by the Sarva December 12,
Limited Sharamik Sangh 2007.
seeking the
reinstatement of 50
workmen with
continuity of service
and full back wages
with effect from June
1, 2004.
Past Penalties paid by the Subsidiaries and the Promoter Group Companies
There are no past penalties paid by the Subsidiaries and the Promoter Group Companies.
Details of past penalties imposed on Joint Ventures
There are no past penalties paid by the Joint Ventures.
284
Material Developments since the Last Balance Sheet Date
Other than as disclosed in the section “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page 241 there has not arisen, since the date of the last financial
statements set out herein, any circumstance that materially or adversely affects our profitability taken
as a whole or the value of our unconsolidated assets or our ability to pay our material liabilities over the
next twelve months.
285
GOVERNMENT AND OTHER APPROVALS
On the basis of the indicative list of approvals provided below, the Company can undertake this Issue
and its current business activities as all renewal and approvals are in place and no further major
approvals from any government or regulatory authority are required to undertake the Issue or continue
these activities. Unless otherwise stated, these approvals are valid as of the date of this Draft Red
Herring Prospectus.
Approvals for the Issue
The following approvals have been obtained or will be obtained in connection with the Issue:
The Board of Directors has, pursuant to resolution passed at its meeting held on December 7, 2007,
authorised the Issue and related matters subject to the approval by the shareholders of the Company
under Section 81(1A) of the Companies Act, and such other authorities as may be necessary.
The shareholders of the Company have, pursuant to a resolution dated December 7, 2007, under
Section 81(1A) of the Companies Act, authorised the Issue and related matters.
The Company has obtained in-principle listing approvals dated [●] and [●] from the BSE and the NSE,
respectively.
The Company has also obtained necessary contractual approvals required for the Issue.
Approvals for the Business
We require various approvals to carry on our business in India. The approvals that we require include
the following:
Tax Approvals
S. No. No./Description of Permit/Licence Issuing Authority Date Term
1. TIN 03471114567 under Punjab Excise and Taxation Officer, April 1, 2005 Valid until
Value Added Tax Act, 2005. Patiala, Punjab cancelled
2. Registration no. 64524015 under the Assessing Authority, Patiala, July 7, 2003 Valid until
CST. Punjab cancelled
3. TIN 24073701862 under the Gujarat Assistant Commissioner of December 12, Valid until
Value Added Tax Act, 2003.* Sales Tax, Ahmedabad, 2004 cancelled
Gujarat
4. Registration no. 24573701862 under Assistant Commissioner of December 12, Valid until
the CST.* Sales Tax, Ahmedabad, 2004 cancelled
Gujarat
5. Registration no. JU – 2222 (C) Deputy Commissioner of November 9, 2005 Valid until
under the CST. Commercial Taxes, cancelled
Jamshedpur, Jharkhand*
6. Registration No. JU – 2635 (R) Deputy Commissioner of November 24, Valid until
under the Jharkhand Finance Act, Commercial Taxes, 2005 cancelled
2001. Jamshedpur, Jharkhand
7. Registration no. 32051615534 under Department of Commercial June 12, 2006 Valid until
the Kerala Value Added Tax Act, Taxes, Government of cancelled, subject
2005. Kerala to renewal every
year
8. Registration no. 0516C000041 Commercial Tax Officer, June 12, 2006 Valid until
under the CST. Kottayam cancelled
9. Registration no. 07510324123 under Department of Value Added February 22, 2007 Valid until
the Delhi Value Added Tax Act, Tax, Government of NCT of cancelled
286
2004. Delhi
11. TIN 28320169384 under the Andhra Commercial Tax Officer, April 1, 2005 Valid until
Pradesh Value Added Tax Act, VAT Registering Authority, cancelled
2005. Andhra Pradesh
12. TIN 27120277205V under the Registration Officer, Sales April 1, 2006 Valid until
Maharashtra Value Added Tax Act, Tax Department, cancelled
2002. Maharashtra
13. TIN 27120277205C under the CST. Registration Officer, Sales April 1, 2006 Valid until
Tax Department, cancelled
Maharashtra
14. TIN 22324602068 under the Commercial Tax March 11, 2004 Valid until
Chattisgarh Value Added Tax Act, Officer,Karoba, Chattisgarh cancelled
2004
15. TIN 21871704101 under the Orissa Sales Tax Officer, Orissa March 18, 2005 Valid until
Value Added Tax Act, 2004. cancelled
16. Registration no. SAI-C-3153 under Sales Tax Officer, Orissa February 11, 2000 Valid until
the CST.* cancelled
17. TIN 23714007033 issued under the Commercial Tax Officer, March 5, 2001 Valid until
Madhya Pradesh Value Added Tax Bhopal, Madhya Pradesh cancelled
Act, 2002.*
18. CST No. 23714007033 issued under Commercial Tax Officer, March 5, 2001 Valid until
the CST.* Madhya Pradesh cancelled
19. Registration No. R-329 under the Trade Tax Officer, Uttar August 1, 2000 Valid until
Uttar Pradesh Trade Tax Act, 1948* Pradesh* cancelled
20. CST No. RG-5017473 under the Trade Tax Officer, Uttar August 1, 2000 Valid until
CST.* Pradesh* cancelled
21. TIN 33771662442 under the Tamil Commercial Tax Officer, January 1, 2007 Valid until
Nadu Value Added Tax Act, 2006. Varadharajapuram, Tamil cancelled
Nadu
22. CST No. 762752 under the CST. Commercial Tax Officer, September 12, Valid until
Varadharajapuram 2000 cancelled
23. TIN 8502205621 under the Deputy Commercial Tax July 10, 2002 Valid until
Rajasthan Value Added Tax Act, Officer, Rajasthan cancelled
2003.
24. Registration no. 8502205621 Deputy Commercial Tax August 7, 2002 Valid until
(Central) under the CST. Officer, Jaipur, Rajasthan cancelled
25. Registration no. DD0263642 under Trade Tax Officer, August 11, 2003 Valid until
the Uttar Pradesh Trade Tax Act, Uttaranchal cancelled
1948.*
26. Registration no. DD5160865 under Trade Tax Officer, March 23, 2004 Valid until
the CST.* Uttaranchal cancelled
27. Registration no. 19394431134 under Assistant Commissioner January 15, 2005 Valid until
the West Bengal Value Added Tax Commercial Taxes, cancelled
Act, 2005 Ballygunge, West Bengal
28. Registration no. 19394431231 Assistant Commissioner, February 10, 2005 Valid until
(Central) under the CST. Commercial Taxes, Calcutta cancelled
29. STC no. AAACR9627BST006 Office of the Deputy June 18, 2007 Valid until
under the Finance Act, 1994. Commissioner of Service cancelled
Tax, Ahmedabad, Gujarat
30. STC no. AAACR9627BST003 Office of the Assistant August 31, 2005 Valid until
under the Finance Act, 1994. Commissioner of Service cancelled
Tax, Gurgaon, Haryana
31. Registration no. D-III/ST/R- Office of the Assistant August 31, 2005 Valid until
II/CCS/76/2005 under the Finance Commissioner, Service Tax cancelled
Act, 1994 Division, Gurgaon, Haryana
32. STC no. AAACR9627BST002 Office of the Commissioner August 10, 2005 Valid until
cancelled
287
under the Finance Act, 1994 of Service Tax, Bangalore

33. Registration No. Office of the Commissioner August 10, 2005 Valid until
(SUR)(CON)(CCS)(CER)/ of Service Tax, Bangalore cancelled
AAACR9627BST002 under the
Finance Act, 1994
34. STC no. AAACR9627BST012 Office of the Deputy May 30, 2007 Valid until
under the Finance Act, 1994 Commissioner, Customs, cancelled
Central Excise and Service
Tax Division, Jharkhand
35. Registration no. Office of the Deputy May 30, 2007 Valid until
AAACR9627BST012 under the Commissioner, Customs, cancelled
Finance Act, 1994 Central Excise and Service
Tax Division, Jharkhand
36. STC no. AAIPY7302DST001 under Office of the Superintendent, June 7, 2007 Valid until
the Finance Act, 1994 Central Excise Range, cancelled
Service Tax, Bhopal,
Madhya Pradesh
37. STC no. AAACR9627BST013 Office of the Assistant June 8, 2007 Valid until
under the Finance Act, 1994 Commissioner of Service cancelled
Tax, Mumbai, Maharashtra
38. STC no. AAAGR9627BST011 Office of the Assistant April 25, 2007 Valid until
under the Finance Act, 1994 Commissionerate of Central cancelled
Excise, Customs and Service
Tax, Bhubaneswar, Orissa
39. Registration no. Office of the Assistant April 25, 2007 Valid until
AAAGR9627BST011 under the Commissionerate of Central cancelled
Finance Act, 1994 Excise, Customs and Service
Tax, Bhubaneswar, Orissa
under the Finance Act, 1994 Commissioner, Central cancelled
Excise Division, Patiala,
Punjab
41. Registration no. Office of the Assistant June 22, 2007 Valid until
AAACR9627BST009 under the Commissioner, Central cancelled
Finance Act, 1994 Excise Division, Patiala,
Punjab
under the Finance Act, 1994 Commissioner of Service cancelled
Tax, Jaipur, Rajasthan
AAACR9627BST007 under the Commissioner of Service cancelled
Finance Act, 1994 Tax, Jaipur, Rajasthan
Excise Division, Lucknow,
Uttar Pradesh
Finance Act, 1994 Excise Division, Lucknow,
Uttar Pradesh
46. STC no. AAACR9627BST005 Office of the Assistant January 6, 2006 Valid until
Excise Division, Kolkatta,
West Bengal
47. Registration no. Office of the Assistant January 6, 2006 Valid until
Finance Act, 1994 Excise Division, Kolkatta,
West Bengal
48. STC no. AAACR9627BST001 Office of the Commissioner July 13, 2007 Valid until
288
under the Finance Act, 1994 of Central Excise and cancelled

Customs, Service Tax Cell,
Hyderabad, Andhra Pradesh
49. Registration no. Office of the Commissioner July 13, 2007 Valid until
AAACR9627BST001 under the of Central Excise and cancelled
Finance Act, 1994 Customs, Service Tax Cell,
Hyderabad, Andhra Pradesh
50. Registration no. 1103-2004-C under Commercial Tax Officer, July 16, 2001 Valid until
the CST. Chhattisgarh cancelled
51. STC No.AAACR9627BST015 Office of the Commissioner September 20, Valid until
under the Finance Act, 1994 of Central Excise and 2007 cancelled
Kottayam
52. STC No.AAACR9627BST004 Office of the Commissioner August 17, 2007 Valid until
Chennai
53. STC No.AAACR9627BST014 Office of the Commissioner September 8, 2007 Valid until
Vishakapatnam
54. STC No.AAACR9627BST010 Office of the Commissioner April 9, 2007 Valid until
Dehradun
*Relied on translations provided by the Company.
Labour Approvals
1. Registration No. Assistant Commissioner of January 1, 2007 December 31,

ACL3/HYD/2/1994 under the Labour, Hyderabad- III 2007
Andhra Pradesh Shops and
Establishments Act, 1998.
2. Registration No. Kol/Benia/P- Registering Authority, Govt. December 8, 2007 Valid until
II/41685 under the West Bengal of West Bengal cancelled
Shops and Establishments Act,
1963.
3. Registration No. Deputy Municipal October 18, 2007 December 31,
PII/VST/13/0000015 under the Commissioner Ahmedabad 2007
Shops and Establishments Act, Municipal Corporation
1953.
4. Registration No. 9/S.No.0254/2001 Inspector under Karnataka January 11, 2005 December 31,
under the Karnataka Shops and Shops and Commercial 2007
Commercial Establishments Act, Establishments Act, 1998.
1998.
5. Registration No. Profession Tax Officer, April 1, 1997 Valid until
PJT/SMG12/2/1142/2005-2006 Somajiguda Circle, cancelled
under the Andhra Pradesh State Tax Hyderabad
on Professions, Trades, Callings and
Employments Act, 1987.
6. License No. ZONE-1/570/2006 Assistant Commissioner December 30, December 31,
under the Contract Labour Labour, Gujarat 2006 2007
(Regulation and Abolition) Act,
1970.*
7. License No. ZONE-2/529/07 under Assistant Commissioner April 4, 2007 April 3, 2008
the the Contract Labour (Regulation Labour, Gujarat
and Abolition) Act, 1970.*
8. License No. ALC/ADP/L/252/2006 Assistant Commissioner August 11, 2007 September 10,
289
under the Contract Labour Labour (Central), Gujarat 2008

1970.
9. License No. C.L.ACT/ALC/L.N Assistant Commissioner May 3, 2007 December 31,
0.36/2007 under the Contract Labour, Rajasthan, Gujarat 2007
Labour (Regulation and Abolition)
Act, 1970. *
10. License No. 46(L-65)/2006/ACH/Pb Assistant Commissioner April 3, 2006 April 2, 2008
under the Contract Labour Labour (Central), Punjab
1970.
1970.
1970.
13. License No. A/1698/L/2007 under Assistant Commissioner August 24, 2007 May 11, 2008
the Contract Labour (Regulation and Labour, Andhra Pradesh
Abolition) Act, 1970.
14. License No. 51/2005 the Contract Assistant Commissioner June 30, 2005 June 29, 2008
Labour (Regulation and Abolition) Labour, Karnataka
Act, 1970.*
15. License No. 21/2006 the Contract Assistant Commissioner May 26, 2006 May 25, 2008
Labour (Regulation and Abolition) Labour, Karnataka
Act, 1970.*
16. License No. Assistant Commissioner May 14, 2004 January 1, 2008
ALCM/LNC/CLA/DK/1066/2004 Labour, Karnataka
under the Contract Labour
1970.
17. License No. 43/2006.C1 under the Assistant Commissioner April 24, 2006 April 23, 2008
Contract Labour (Regulation and Labour, Karnataka
18. License No. 59/2006.C1 under the Assistant Commissioner May 18, 2006 May 17, 2008
19. License No. 60/2006.C1 under the Assistant Commissioner May 19, 2006 May 18, 2008
20. License No. ALC-2/CLA/C-147/07- Assistant Commissioner August 10, 2007 August 9, 2008
08 under the Contract Labour Labour, Karnataka
1970.
21. License No. 029/L-029/2006/LCN Assistant Commissioner December 12, December 31,
under the Contract Labour Labour, West Bengal 2006 2007
1970.
22. License No. 007/L-007/2006 under Assistant Commissioner January 20, 2006 December 31,
the Contract Labour (Regulation and Labour, West Bengal 2007
23. License No. 056/L-057/2006 under Assistant Commissioner April 17, 2006 December 31,
24. License No. 36/CL/BNE/ALC under Assistant Commissioner September 16, December 31,
the Contract Labour (Regulation and Labour, Orissa 2005 2007
290
25. License No. 133/2005 under the Assistant Commissioner August 5, 2005 August 5, 2008
Contract Labour (Regulation and Labour, Orissa
26. License No. 185/2006 under the Assistant Commissioner February 1, 2006 January 31, 2008
27. License No. 987/ALC under the Assistant Commissioner March 6, 2007 January 31, 2008
28. License No. JANGI/10/L/CL/2007 Assistant Commissioner January 29, 2007 December 31,
under the Contract Labour Labour, West Bengal 2007
1970.
29 License No. BST/CON/L- Assistant Commissioner May 30, 2007 December 31,
541/07/ALC under the Contract Labour, West Bengal 2007
Act, 1970.
30. Registration No. Registration Officer, West June 5, 2007 July 31, 2008
BST/BOCW/112/ALC/07 under the Bengal
Building and other Construction
Workers’ (Regulation of
Employment and Conditions of
Service) Act, 1996.
31. Registration No. Registration Officer, West June 5, 2007 August 31, 2008
Service) Act, 1996.
32. Registration No. Registration Officer, West June 19, 2007 September 1, 2008
Kal/STH/BOCW/Reg/00069 under Bengal
the Building and other Construction
Service) Act, 1996.
33. Registration No. Registration Officer, West August 3, 2007 May 31, 2009
Service) Act, 1996.
34. License No. BST/CON/L- Assistant Commissioner May 30, 2007 December 31,
Act, 1970.
35. License No. L-062/2007/LCC under Assistant Commissioner June 11, 2007 December 31,
36. License No. 1103/07 under the Assistant Commissioner June 4, 2007 June 3, 2008
37. License No. BST/CON/L- Assistant Commissioner August 3, 2007 December 31,
Act, 1970.
38. License No. L4159/07 under the Assistant Commissioner June 5, 2007 December 31,
Contract Labour (Regulation and Labour, West Bengal 2007
39. License No. 120/ CON/L/07 under Assistant Commissioner April 26, 2007 December 31,
291

40. License No. 1035/07 under the Assistant Commissioner August 20, 2007 August 19, 2008
41. License No. Assistanct Commissioner October 4, 2007 September 30,
RPCIL/JNPC/RIL/01/05 under the Labour, Andhra Pradesh 2008
Contract Labour (Regulations &
Abolition) Act, 1970
*Relied on translations provided by the Company.
Miscellaneous Approvals
1. Registration as Class I contractor for Public Works Department, March 18, 2004 Valid until
taking up works to a monetary value Chennai cancelled
of Rs. 7.5 million and above
2. Registration No. COT/SP/100/2003. Office of the Engineer-in- February 10, 2004 Valid until
Registered as a Special Class (Civil) Chief, Roads and Buildings February 9, 2009
Contractor qualified to tender works Department, Government of
costing Rs. 100 million and above. Andhra Pradesh
3. Registration No. COT/FC/84/2003. Office of the Engineer-in- February 10, 2004 Valid until
Registered as Class-1 (PHE) Chief, Roads and Buildings February 9, 2009
Contractor qualified to tender works Department, Government of
costing Rs. 20 million and above. Andhra Pradesh
4. Registration No. Karnataka Public Works May 28, 2004 Valid until March
NDCBDIA937CIVIL2000. Department 31, 2010
Registered as a Class-1 Civil
Contractor.
5. Registration No. MJP/SE[HQ]/CR- Maharashtra Jeevan April 12, 2005 Valid until April
5/C-I/141. Registered as a Class-I Pradhikaran 11, 2008
Civil contractor.
6. Registration No. RCFN-602006- Office of the Executive January 31, 2007 Valid until
2913(37)-C. Registered as an AA Engineer, (R&B) Division, December 31,
Class contractor under Government Ahmedabad, Gujarat 2009
Resolution No. RGN/6098/1B/7728
dated December 29, 1998.
7. Registration as a Class A category Uttar Pradesh Jal Nigam January 29, 2007 Valid until January
contractor for sewage, waste water 28, 2007
and industrial waste treatment under
the Regulations for Classification
and Enlistment of Contractors in the
Uttar Pradesh Jal Nigam, 2001
8. Registration No. 1331. Registered as Singreni Collieries Company September 18, Valid until May
special class contractor qualified to Limited 2003 10, 2008
tender works costing above Rs. 10
million
9. Registration as category-I contractor Karnataka Neeravari Nigam January 31, 2006 Valid until March
Limited 31, 2010
10. Registration No. Bangalore Development June 30, 2004 Valid until March
BDA/EM/TA3/Reg/308/civil Authority 31, 2010
11. Registered as class I contractor Public Works Department, March 18, 2004 Valid until
qualified to tender works costing Rs. Chennai cancelled
7.5 million and above.
12. Registration No. Government of West Bengal, June 5, 2007 Valid until
BST/BOCW/113/ALC/07 under the Registering Officer cancelled
Building and Other Construction
Worker’s (Regulation of
292
Service) Act, 1996
Project Related Approvals

1. Approval for authorised operations Ministry of Commerce and August 29, 2006
to be carried out in the sector Industry, Department of
specific SEZ for pharmaceuticals at Commerce (SEZ Section)
Visakhapatnam, Andhra Pradesh
under the Special Economic Zones
Act, 2005 and the Special Economic
Zones Rules, 2006.
2. Letter of approval for development Ministry of Commerce and April 7, 2006 Valid for a period
and operation of sector specific SEZ Industry, Department of of three years until
for pharmaceuticals under Section Commerce (SEZ Section) April 6, 2009
3(10) of the Special Economic
Zones Act, 2005.
3. Consent for establishment of a Andhra Pradesh Pollution September 22, Valid for a period
Pharma Park on an area of 2,127 Control Board 2004 of five years until
acres at Lemarthy (V), September 21,
Jagnnadhapuram, Ponnuru, Tadi, E. 2009
Bonangi and Tannam villages,
Parawada (M), Visakhapatnam
district, Andhra Pradesh, under
Section 25 of Water (Prevention and
Control of Pollution) Act, 1974 and
Section 21 of the Air (Prevention
and Control of Pollution) Act, 1981.
4. Environmental clearance for setting Minitstry of Environment March 10, 2005
up a Pharma city under Environment and Forests, I.A. Division
Impact Assessment notification
dated January 27, 1994.
5. Registration No. L03/1275/94 under Labour Department, January 1, 2007 December 31,
the Andhra Pradesh Shops and Government of Andhra 2007
Establishment Act, 1988 Pradesh
6. Approval for setting up an industrial Ministry of Commerce & June 30, 2005
park on land measuring 2120 acres Industry, Department of
under the Industrial Park Scheme, Industrial Policy &
2002. Promotion
7. RC No. 1922/05/L3 notifying Visakhapatnam Urban November 29,
approval of layout plans in Development Authority 2007
consideration of the A.P. Urban
Areas (Development) Act, 1975
vide L.P. No. 73/2007.
MDDA Ramky IS Bus Terminal Limited
1. Registration No. D-18133 under the Shops and Establishments June 29, 2005 March 31, 2009
Uttaranchal Shops and Authority, Uttaranchal
Establishments Act, 1962.*
1. No objection certificate for height Airports Authority of India April 20, 2006 Valid for a period
clearance. of three years until
April 19, 2006
2. Rc. No. 2131 to 2136/E4/2006, no Fire and Emergency Services May 31, 2005 Valid until
objection certificate for the proposed Department, Andhra Pradesh cancelled
multi-storey building
1. Letter (Roc. No. C2/1469/2006/2022) dated December 23, 2006 from vice chairman Kakatiya Urban
Development Authority, Warrangal to the principal secretary to government, Municipal Administration & Urban
Development Department AP Secretariat, notifying the approval of change of land use for 129753.29 sq. meters
293
pursuant to authority resolution no 178 dated December 11, 2006.
Intellectual Property Related Approvals
There are no intellectual property related approvals that the Company has applied for. The trademark
application for the Ramky logo has been submitted to the Registrar of Trademarks, Chennai by Ramky
Finance and Investment Private Limited on August 29, 2007. The Company has obtained a no-
objection certificate dated October 31, 2007 from Ramky Finance and Investment Private Limited for
the use of the Ramky logo.
Approvals Applied for but not yet Received
S. No. No./Description of Permit/Licence Issuing Authority Date of Application
1. Application by Ramky Infrastructure Limited Office of the Commissioner of Company is in the

for registration under the under the Finance Central Excise and Customs, process of filing the
Act, 1994, in the state of Chhattisgarh. Service Tax Cell, Chhattisgarh. application.
2. Application by Ramky Gems and Jewellery Entreprenuerial Assistance Unit, November 23, 2007
Park (Chhattisgarh) Limited in IPS-1 for Secretariat for Industrial Assistance,
setting up an industrial park (gems and Department of Industrial Policy &
jewellery units) on an area of 70 acres under Promotion.
the automatic route of the Industrial Parks
Scheme, 2002.
3. Application by Ramky Food Park Entreprenuerial Assistance Unit, November 23, 2007
(Chhattisgarh) Limited in IPS-1 for setting Secretariat for Industrial Assistance,
up an industrial park (food processing units) Department of Industrial Policy &
on an area of 300 acres under the automatic Promotion.
route of the Industrial Parks Scheme, 2002.
4. Application by Ramky Herbal and Medicinal Entreprenuerial Assistance Unit, November 23, 2007
Park (Chhattisgarh) Limited in IPS-1 for Secretariat for Industrial Assistance,
setting up an industrial park (herbal and Department of Industrial Policy &
medicinal products manufacturing units) on Promotion.
an area of 250 acres under the automatic
route of the Industrial Parks Scheme, 2002.
5. Application by MDDA-Ramky IS Bus Chief Fire Safety Officer, January 31, 2007
Terminal for approval of fire fighting works Dehradun.
for ISBT, Dehradun.*
6. Application by MDDA-Ramky IS Bus Office of the Assistant Electricity May 3, 2007
Terminal for approval to use diesel generator Inspector.
set.*
7. Application by the project coordinator (vice Hyderabad Urban Development April 9, 2007
chairman and housing commissioner) on Authority
behalf of Ramky Towers Limited for
approval of building plans for the
Gachibowli project.
8. Application for renewal of license no. Assistant Commissioner of Labour, November 13, 2007
ZONE-1/576/2007 under the Contract Gujarat
Labour (Regulation and Abolition) Act,
1970. *
9. Application for renewal of license no. Assistant Commissioner of Labour, November 13, 2007
2/410/06 the Contract Labour (Regulation Gujarat
and Abolition) Act, 1970.*
* Relied on translations provided by the Company.
294
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
authorised the Issue subject to the approval by the shareholders of the Company under Section 81(1A)
of the Companies Act, and such other authorities as may be necessary. The Board has approved and
authorised this Draft Red Herring Prospectus pursuant to its resolution dated December 14, 2007.
The shareholders of the Company have, pursuant to a resolution dated December 7, 2007, under
Section 81(1A) of the Companies Act, authorised the Issue.
Prohibition by SEBI, RBI or governmental authorities
The Company, the Directors, the Promoters, the directors or person(s) in control of the Promoter or the
Promoter Group, the Subsidiaries and the companies in which the Directors are associated as directors,
have not been prohibited from accessing or operating in the capital markets or restrained from buying,
selling or dealing in securities under any order or direction passed by SEBI.
None of the Company, the Subsidiaries, the directors of the Subsidiaries, its Promoters, Associates,
Promoter Group Companies or relatives of the Promoters, its Directors and the companies in which the
Directors are associated as directors, have been declared as willful defaulters by the RBI or any other
governmental authority and there has been no violation of any securities law committed by any them in
the past and no such proceedings are pending against any of them.
Eligibility for the Issue
We are eligible for the Issue as per clause 2.2.1 of the SEBI Guidelines
Clause 2.2.1 of the SEBI Guidelines states as follows:
“An unlisted company may make an initial public offering (IPO) of equity shares or any other security
which may be converted into or exchanged with equity shares at a later date, only if it meets all the
following conditions:
(a) The company has net tangible assets of at least Rs. 30 million in each of the preceding 3 full
years (of 12 months each), of which not more than 50% is held in monetary assets:
Provided that if more than 50% of the net tangible assets are held in monetary assets, the
company has made firm commitments to deploy such excess monetary assets in its
business/project;
(b) The company has a track record of distributable profits in terms of Section 205 of the
Companies Act, 1956, for at least three (3) out of immediately preceding five (5) years;
Provided further that extraordinary items shall not be considered for calculating
distributable profits in terms of Section 205 of Companies Act, 1956;
(c) The company has a net worth of at least Rs. 10 million in each of the preceding 3 full years (of
12 months each);
(d) In case the company has changed its name within the last one year, atleast 50% of the revenue
for the preceding 1 full year is earned by the company from the activity suggested by the new
name; and
(e) The aggregate of the proposed issue and all previous issues made in the same financial year
in terms of size (i.e., offer through offer document + firm allotment + promoters’ contribution
through the offer document), does not exceed five (5) times its pre-issue networth as per the
audited balance sheet of the last financial year”.
295
The Company is eligible for the Issue as per Clause 2.2.1 of the SEBI Guidelines as explained under:
The Company has net tangible assets of at least Rs. 30 million in each of the preceding three full years
(of 12 months each), of which not more than 50% is held in monetary assets;
The Company has a pre-Issue net worth of not less than ten million in each of the three preceding full
years;
The aggregate of the proposed issue does not exceed five times the Company’s pre-Issue net worth as
per the audited balance sheet of the last Financial Year. This is an initial public issue of the Company
and there has been no previous public issue made by the Company;
The Company has a track record of distributable profits as per section 205 of the Companies Act for at
least three out of the immediately preceding five years.
The Company has not changed its name during the last one year.
The distributable profits as per section 205 of the Compaies Act and net worth for the last five years as
per the restated uncolidated financial statements are as under:
For the Financial year ended March 31,

2003 2004 2005 2006 2007
Distributable profits (1) 43.59 51.48 76.99 194.82 407.29
Net Worth (2) 106.58 158.82 236.70 430.49 2062.60
Net tangible asstes (3) 609.39 916.28 1309.45 2948.32 6478.88
Monetary assets (4) 44.71 67.80 105.49 316.35 630.24
Monetary assets as a percentage of net 7.34 7.40 8.06 10.73 9.73
tangible assets
(1) ‘Distributable profits’ have been defined in terms of Section 205 of the Companies Act.
(2) ‘Net Worth’ has been defined as the aggregate of equity share capital and reserves excluding miscellaneous
expenditures, if any.
(3) ‘Net tangible assets’ means the sum of all net asstes of the Company exlcuidng intabgible assets as defined in
Accounting Standard 26 issued by Institutte o fChartered Accountants of India.
(4) Monetary assets comprise of cash and bank balances public deposit accounts with the Government.
Further, in accordance with Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of
Allottees shall be not less than 1,000; otherwise, the entire application money will be refunded
forthwith. In case of delay, if any, in refund, our Company shall pay interest on the application money
at the rate of 15% per annum for the period of delay.
Disclaimer Clause
“AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN
SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF
THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY
SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK
RUNNING LEAD MANAGERS, ENAM, CITI AND IISL, HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
296
ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (DISCLOSURE AND
INVESTOR PROTECTION) GUIDELINES, 2000 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION
FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS

PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE
OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE
BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE
TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY
IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGERS, ENAM, CITI AND IISL HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED DECEMBER 14, 2007 IN ACCORDANCE WITH THE SEBI
(MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS:
1. “(I) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE

RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT
DISPUTES, DISPUTES WITH COLLABORATORS, ETC., AND OTHER
MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED
HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;
(II) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH

THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE
OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN
THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY,
WE CONFIRM THAT:
(A) THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS
RELEVANT TO THE ISSUE;
(B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS
ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF
HAVE BEEN DULY COMPLIED WITH;
(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS

ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A
WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED
ISSUE;
(D) BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT

RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND TILL DATE
SUCH REGISTRATION IS VALID; AND
(E) WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE

WORTH OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING
COMMITMENTS.
WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF THE
PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY
SHARES PROPOSED TO FORM PART OF THE PROMOTERS’ CONTRIBUTION
SUBJECT TO LOCK-IN WILL NOT BE DISPOSED OR SOLD OR TRANSFERRED
BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF
FILING THE DRAFT RED HERRING PROSPECTUS WITH SEBI UNTIL THE
297
DATE OF COMMENCEMENT OF THE LOCK-IN PERIOD AS STATED IN THE
DRAFT RED HERRING PROSPECTUS.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT,

HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER
SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT
OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.”
All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red
Herring Prospectus with the RoC in terms of Section 60B of the Companies Act. All legal requirements
pertaining to the Issue will be complied with at the time of registration of the Prospectus with the RoC
in terms of Section 56, Section 60 and Section 60B of the Companies Act.
Disclaimer from the Company and the BRLMs
The Company, the Directors, the BRLMs accept no responsibility for statements made otherwise than
in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at the
Company’s instance and anyone placing reliance on any other source of information, including the
Company’s website www.ramkyinfrastructure.com, or the website of any Subsidiary, any Promoter,
Promoter Group Company, or of any affiliate or Associate of the Company or its Subsidiaries, would
be doing so at his or her own risk.
The BRLMs accept no responsibility, save to the limited extent as provided in the memorandum of
understanding entered into among the BRLMs and the Company on December 14, 2007, and the
Underwriting Agreement to be entered into between the Underwriters and the Company.
All information shall be made available by the Company and the BRLMs to the public and investors at
large and no selective or additional information would be made available for a section of the investors
in any manner whatsoever including at road show presentations, in research or sales reports, at bidding
centres or elsewhere.
Neither the Company nor the Syndicate is liable to the Bidders for any failure in downloading the Bids
due to faults in any software/hardware system or otherwise.
Investors that bid in the Issue will be required to confirm and will be deemed to have represented to the
Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives
that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire
Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not
eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares.
The Company, the Underwriters and their respective directors, officers, agents, affiliates and
representatives accept no responsibility or liability for advising any investor on whether such investor
is eligible to acquire Equity Shares.
Disclaimer in Respect of Jurisdiction
This Issue is being made in India to persons resident in India, including Indian nationals resident in
India who are majors, HUFs, companies, corporate bodies and societies registered under applicable
laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
permission), or trusts under applicable trust law and who are authorised under their constitution to hold
and invest in shares, public financial institutions as specified in Section 4A of the Companies Act,
venture capital funds registered with SEBI, state industrial development corporations, insurance
companies registered with Insurance Regulatory and Development Authority, provident funds (subject
to applicable law) with minimum corpus of Rs. 250 million and pension funds with minimum corpus of
Rs. 250 million, and permitted Non-Residents including FIIs registered with SEBI, Eligible NRIs,
multilateral and bilateral development financial institutions, foreign venture capital investors registered
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with SEBI and eligible foreign investors, provided that they are eligible under all applicable laws and
regulations to hold Equity Shares. This Draft Red Herring Prospectus does not, however, constitute an
offer to sell or an invitation to subscribe for Equity Shares offered hereby in any jurisdiction other than
India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or
herself about, and to observe, any such restrictions.
Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in
Hyderabad, Andhra Pradesh, India only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would
be required for that purpose, except that this Draft Red Herring Prospectus has been filed with the SEBI
for its observations. Accordingly, the Equity Shares represented hereby may not be offered or sold,
directly or indirectly, and this Draft Red Herring Prospectus may not be distributed in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of
this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company from the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
The Equity Shares have not been, and will not be, registered under the Securities Act or any state
securities laws in the United States and may not be offered or sold within the United States or to,
or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities
Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold only
(i) in the United States to “qualified institutional buyers”, as defined in Rule 144A of the
Securities Act, and (ii) outside the United States in compliance with Regulation S of the Securities
Act and the applicable laws of the jurisdiction where those offers and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any
other jurisdiction outside India and may not be offered or sold, and Bids may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares
or create any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and in compliance with applicable laws and legislations in each jurisdiction, including India.
Disclaimer clause of the BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the BSE. The
disclaimer clause as intimated by the BSE to us, post scrutiny of this Draft Red Herring Prospectus,
shall be included in the Red Herring Prospectus prior to the RoC filing.
Disclaimer clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The
disclaimer clause as intimated by the NSE to us, post scrutiny of this Draft Red Herring Prospectus,
shall be included in the Red Herring Prospectus prior to the RoC filing.
Filing
A copy of this Draft Red Herring Prospectus will be filed with the SEBI at the Securities and Exchange
Board of India, SEBI Bhavan, G Block, 3rd Floor, Bandra Kurla Complex, Bandra (E), Mumbai 400
051, India.
A copy of the Red Herring Prospectus, along with the other documents required to be filed under
Section 60B of the Companies Act, will be delivered for registration to the RoC and a copy of the
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Prospectus to be filed under Section 60 of the Companies Act will be delivered for registration to the
RoC.
Listing
Applications have been made to the BSE and the NSE for permission to deal in, and for an official
quotation of the Equity Shares being offered and sold in the Issue. The [●] will be the Designated Stock
Exchange with which the basis of Allotment will be finalised.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any
of the Stock Exchanges mentioned above, the Company shall forthwith repay, without interest, all
monies received from applicants in reliance on the Red Herring Prospectus. If such money is not repaid
within eight days after the Company has become liable to repay it (i.e., from the date of refusal or
within 10 weeks from the Bid/Issue Closing Date, whichever is earlier), then the Company and every
Director of the Company who is an officer in default shall, on and from expiry of eight days, be liable
to repay the monies, with interest at the rate of 15% per annum on the application monies, as prescribed
under Section 73 of the Companies Act.
The Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at both the Stock Exchanges are taken within seven working days of
finalisation of the basis of Allotment for the Issue.
Consents
Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Auditors,
the legal advisors, the Bankers to the Company and the Bankers to the Issue; and (b) the BRLMs, the
Syndicate Members, the Escrow Collection Bankers and the Registrar to the Issue to act in their
respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with
the RoC, as required under Sections 60 and 60B of the Companies Act and such consents will not be
withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC.
In accordance with the Companies Act and the SEBI Guidelines, Visweswara Rao & Associates,
Chartered Accountants, have given their written consent to the inclusion of their report in the form and
context in which it appears in this Draft Red Herring Prospectus and such consent and report will not
be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus to the RoC.
Visweswara Rao & Associates, Chartered Accountants, have given their written consent to inclusion of
their report relating to the possible tax benefits accruing to the Company and its shareholders in the
form and context in which it appears in this Draft Red Herring Prospectus and such consent and report
will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus to
the RoC.
Expert Opinion
The Company has not obtained any expert opinions.
Issue Related Expenses
The Issue related expenses include, among others, underwriting and management fees, selling
commissions, printing and distribution expenses, legal fees, advertisement expenses and registrar and
depository expenses and listing fees. The estimated Issue expenses are as follows:
Expense As a % of Total
Activity (Rs. million) Issue Expenses As a % of Issue
Lead management, underwriting and [●](1) [●] [●]

selling commissions
Advertising and marketing expenses [●](2) [●] [●]
Printing and stationery [●](2) [●] [●]
Other (Registrar’s fees, legal fees, etc.) [●](2) [●] [●]
Total estimated Issue expenses [●] [●] [●]
300
__________
(1)
Will be completed after finalisation of the Issue Price.
(2)
Will be completed at the time of filing of the Red Herring Prospectus.
Fees, Brokerage and Selling Commission Payable to the BRLMs
The total fees payable to the Book Running Lead Managers (including underwriting commission and
selling commission and reimbursement of their out of pocket expenses) will be as per the memorandum
of understanding among the Company and the Book Running Lead Managers, a copy of which is
available for inspection at the Company’s Registered Office.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue for processing of applications, data entry, printing of
CANs/refund orders (or revised CANs, if required), preparation of refund data on magnetic tape and
printing of bulk mailing register will be as per the memorandum of understanding between the
Company and the Registrar to the Issue dated November 14, 2007, a copy of which is available for
inspection at the Company’s Registered Office.
The Registrar to the Issue will be reimbursed for all out of pocket expenses including cost of stationery,
postage, stamp duty, and communication expenses. Adequate funds will be provided to the Registrar to
the Issue to enable them to make refunds in any of the modes described in this Draft Red Herring
Prospectus or send Allotment advice by registered post/speed post/under certificate of posting.
Particulars regarding Public or Rights Issues during the last five years
The Company has not made any previous public issues (including any rights issues to the public) in the
five years preceding the date of this Draft Red Herring Prospectus.
Previous issues of Equity Shares otherwise than for cash
Except as stated in the sections “Capital Structure” beginning on page 56, the Company has not issued
any shares for consideration other than cash.
Underwriting commission, brokerage and selling commission on Previous Issues
Since this is the initial public offering of the Company’s Equity Shares, no sum has been paid or has
been payable as commission or brokerage for subscribing to or procuring or agreeing to procure
subscription for any of the Equity Shares since the Company’s inception.
Companies Under the Same Management
No company under the same management within the meaning of Section 370(1B) of the Companies
Act has made any public issue (including any rights issue to the public) during the last three years.
Promise v/s performance
There has been no public issue (including any rights issue to the public) by the Company, any of the
Promoter Group companies, the Subsidiaries or the Associates.
Outstanding Debentures or Bond Issues or Preference Shares
The Company has no outstanding debentures or bonds or redeemable preference shares as of the date of
this Draft Red Herring Prospectus.
Stock Market Data of the Equity Shares
This being an initial public offering of the Equity Shares, the Equity Shares are not listed on any stock
exchange.
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Mechanism for Redressal of Investor Grievances
The memorandum of understanding between the Registrar to the Issue and the Company will provide
for retention of records with the Registrar to the Issue for a period of at least one year from the last date
of dispatch of the letters of Allotment, or refund orders, demat credit or, where refunds are being made
electronically, giving of refund instructions to the clearing system, to enable the investors to approach
the Registrar to the Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details
such as name, address of the applicant, application number, number of Equity Shares applied for,
amount paid on application, Depository Participant, and the bank branch or collection centre where the
application was submitted.
Disposal of Investor Grievances by the Company
The Company estimates that the average time required by the Company or the Registrar to the Issue for
the redressal of routine investor grievances shall be 10 working days from the date of receipt of the
complaint. In case of complaints that are not routine or where external agencies are involved, the
Company will seek to redress these complaints as expeditiously as possible.
The Company has appointed Mr. Dasu Trivikram, Company Secretary, as the Compliance Officer and
he may be contacted in case of any pre-Issue or post-Issue-related problems. He can be contacted at the
following address:
6-3-1089/G/10 & 11, 1st floor,

Gulmohar Avenue,
Raj Bhavan Road,
Somajiguda,
Hyderabad 500 082,
India.
Tel: +91 40 2331 0091
Fax: +91 40 2330 2353
Other Disclosures
Except as disclosed in this Draft Red Herring Prospectus, the Promoter Group, the directors of the
Promoters or the Promoter Group companies or the Directors of the Company have not purchased or
sold any securities of the Company during a period of six months preceding the date on which this
Draft Red Herring Prospectus is filed with SEBI.
Disposal of investor grievances by listed companies under the same management as the Company
There is no listed company under the same management as the Company.
Change in Auditors
There have been no changes in the Company’s auditors in the last three years.
Capitalisation of Reserves or Profits
Apart from the bonus issues as mentioned in the section “Capital Structure” the Company has not
capitalised its reserves or profits at any time during the last five years. For details of the bonus issues,
see the section “Capital Structure” beginning on page 56.
Tax Implications
Investors that are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of
the Equity Shares at applicable rates, depending on the duration for which the investors have held the
302
Equity Shares prior to such resale and whether the Equity Shares are sold on the stock exchanges. For
details, see the section “Statement of Tax Benefits” beginning on page 78.
Revaluation of Assets
The Company has not revalued its assets in the last five years.
Interest of Promoters and Directors
Promoters
Our Company had been incorporated by Mr. Alla Ayodhya Rami Reddy and Mr. Yancharla Ratnakar
Nagaraja amongst others. For this purpose, they had subscribed to our Memorandum of Association
and to the initial issue of our Equity Shares.
Except as stated in the section “Related Party Transactions” beginning on page 178, and to the extent of
compensation and commission, if any, and their shareholding in the Company, the Promoters do not
have any other interest in our business or in the Company.
Directors
All the Directors of the Company may be deemed to be interested to the extent of fees, if any, payable
to them for attending meetings of the Board or any committee thereof. The Directors may also be
regarded as interested in the Equity Shares held by or that may be subscribed by and allotted to the
companies, firms and trusts, in which they are interested as directors, members, partners and/or
trustees.
Payment or Benefit to Officers of the Company
Except as stated otherwise in this Draft Red Herring Prospectus, no amount or benefit has been paid or
given or is intended to be paid or given during the preceding two years to any of the Company’s
officers except the normal remuneration rendered as Directors, officers or employees. Except statutory
benefits upon termination of their employment in the Company or superannuation, no officer of the
Company is entitled to any benefit upon termination of such officer’s employment in the Company or
superannuation. None of the beneficiaries of loans, and advances and sundry debtors are related to the
Directors of the Company.
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TERMS OF THE ISSUE
The Equity Shares being issued are subject to the provisions of the Companies Act, the Memorandum
and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring
Prospectus, the Prospectus, the Bid cum Application Form, the Revision Form, the CAN and other
terms and conditions as may be incorporated in the Allotment advice and other documents/certificates
that may be executed in respect of the Issue. The Equity Shares shall also be subject to all applicable
laws, guidelines, rules, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges,
the RoC, and/or other authorities, as in force on the date of the Issue and to the extent applicable.
Authority for the Issue
authorised the Issue subject to the approval by the shareholders of the Company under Section 81(1A)
of the Companies Act, and such other authorities as may be necessary. The shareholders of the
Company have, pursuant to a resolution dated December 7, 2007, under Section 81(1A) of the
Companies Act, authorised the Issue. The Board has approved and authorised this Draft Red Herring
Prospectus pursuant to its resolution dated December 14, 2007.
Ranking of Equity Shares
The Equity Shares being issued shall be subject to the provisions of the Memorandum and Articles of
Association and shall rank pari passu with the existing Equity Shares including rights in respect of
dividends. The Allottees of the Equity Shares in this Issue shall be entitled to dividends and other
corporate benefits, if any, declared by the Company after the date of Allotment. For further details, see
the section “Main Provisions of the Articles of Association” beginning on page 338.
Mode of Payment of Dividend
The Company shall pay dividends to its shareholders in accordance with the provisions of the
Companies Act.
Face Value and Issue Price
The face value of each Equity Share is Rs. 10. The Floor Price of Equity Shares is Rs. [●] per Equity
Share and the Cap Price is Rs. [●] per Equity Share. At any given point of time there shall be only one
denomination of Equity Shares, subject to applicable law.
Compliance with the SEBI Guidelines
The Company shall comply with applicable disclosure and accounting norms specified by SEBI from
time to time.
Rights of the Equity Shareholders
Subject to applicable laws, the equity shareholders of the Company shall have the following rights:
• The right to receive dividends, if declared;

• The right to attend general meetings and exercise voting powers, unless prohibited by law;
• The right to vote on a poll either in person or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive any surplus on liquidation subject to any statutory and other preferential
claims being satisfied;
• The right to freely transfer their Equity Shares; and
304
• Such other rights, as may be available to a shareholder of a listed public company under the
Companies Act, the terms of the listing agreements executed with the Stock Exchanges, and the
Memorandum and Articles of Association of the Company.
For a detailed description of the main provisions of the Articles of Association relating to voting rights,
dividend, forfeiture and lien, transfer and transmission, and/or consolidation/splitting, please see the
section “Main Provisions of the Articles of Association” beginning on page 338.
Market Lot and Trading Lot
Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised
form. As per the SEBI Guidelines, the trading of the Equity Shares shall be in dematerialised form
only. Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share.
Allotment in this Issue will be in electronic form in multiples of one Equity Share, subject to a
minimum Allotment of [●] Equity Shares.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with the competent courts in Hyderabad, state of
Andhra Pradesh, India.
Nomination Facility to Investor
In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint
Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of
joint Bidders, the death of all the Bidders, as the case may be, the Equity Shares Allotted shall vest. A
person, being a nominee entitled to the Equity Shares by reason of the death of the original holder(s),
shall in accordance with Section 109A of the Companies Act, be entitled to the same benefits to which
he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the
nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to the Equity Share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale/transfer/alienation of equity share(s) by the person
nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh
nomination can only be made on the prescribed form available on request at the Registered Office of
the Company or with the Registrar and transfer agents of the Company.
In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue
of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as
may be required by the Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to register
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period
of 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other monies
payable in respect of the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form, there is no
need to make a separate nomination with the Company. Nominations registered with the respective
depository participant of the applicant will prevail. If the investors wish to change their nomination,
they are requested to inform their respective depository participant.
305
Minimum Subscription
If the Company does not receive a minimum subscription of 90% of the Issue, including devolvement
to the Underwriters within 60 days from the Bid/Issue Closing Date, the Company shall forthwith
refund the entire subscription amount received. If there is a delay beyond eight days after the Company
becomes liable to pay the amount, the Company shall pay interest prescribed under Section 73 of the
Companies Act.
Further in terms of Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of
prospective Allottees will not be less than 1,000.
The Equity Shares have not been and will not be registered under the US Securities Act of 1933
(the “Securities Act”) or any state securities laws in the United States and may not be offered or
sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in
Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares
are only being offered and sold outside the United States to certain persons in offshore
transactions in compliance with Regulation S under the Securities Act.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any
other jurisdiction outside India and may not be offered or sold, and Bids may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
Application by Eligible NRIs, FIIs registered with SEBI and FVCIs registered with SEBI
It is to be distinctly understood that there is no reservation for NRIs and FIIs registered with SEBI or
FVCIs registered with SEBI.
As per RBI regulations, OCBs cannot participate in the Issue.
Arrangement for disposal of Odd Lots
There are no arrangements for disposal of odd lots.
Restriction on transfer of shares
There are no restrictions on transfers and transmission of Equity Share and on their consolidation/
splitting except as provided in our Articles. See the section “Main Provisions of the Articles of
Association” beginning on page 338.
The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue at any
time after the Bid/Issue Opening Date but before the Allotment, without assigning any reason therefor.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading
approvals of the Stock Exchanges, which the Company shall apply for after Allotment.
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ISSUE STRUCTURE
The Issue of [•] Equity Shares at the Issue Price for cash, aggregating up to Rs. 4,000 million is being
made through the 100% Book Building Process. The Issue will constitute [•] of the fully diluted post-
Issue paid-up capital of the Company. If at least 60% of the Issue cannot be allotted to QIBs, then the
entire application money shall be refunded forthwith.
Our Company is exploring the possibility of a Pre-IPO Placement. If the Pre-IPO Placement is
completed, the number of Equity Shares issued pursuant to the Pre-IPO Placement, will be reduced
from the Issue, subject to a minimum Issue size of 10% of the post-Issue share capital.
QIBs Non-Institutional Retail Individual Bidders

Bidders
Number of Equity At least [•] Equity Not less than [•] Equity Not less than [•] Equity
Shares* Shares. Shares or Issue less Shares or Issue less
allocation to QIB Bidders allocation to QIB Bidders
and Retail Individual and Non-Institutional
Bidders shall be available Bidders shall be available for
for allocation. allocation.
Percentage of Issue At least 60% of the Up to 10% of the Issue or Up to 30% of the Issue or the
available for Issue shall be allotted to the Issue less allocation to Issue less allocation to QIB
Allotment/Allocation QIB Bidders. QIB Bidders and Retail Bidders and Non-
Individual Bidders shall be Institutional Bidders shall be
However, 5% of the available for allocation. available for allocation.
QIB Portion shall be
available for allocation
proportionately to
Mutual Funds only.
Mutual Funds
participating in the 5%
reservation in the QIB
Portion will also be
eligible for allocation in
the remaining QIB
Portion. The
unsubscribed portion in
the Mutual Fund
reservation will be
available to QIBs.
Basis of Allocation if Proportionate as Proportionate. Proportionate.

respective category is follows:
oversubscribed
(a) [•] Equity Shares
shall be available for
allocation on a
proportionate basis
to Mutual Funds; and
(b) [•] Equity Shares
shall be Allotted on a
proportionate basis
to all QIBs including
Mutual Funds
receiving allocation
as per (a) above.
Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares.
Shares so that the Bid Shares so that the Bid
Amount exceeds Amount exceeds
Rs. 100,000. Rs. 100,000.
Maximum Bid Such number of Equity Such number of Equity Such number of Equity
Shares not exceeding Shares not exceeding the Shares whereby the Bid
the size of the Issue, size of the Issue, subject to Amount does not exceed
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QIBs Non-Institutional Retail Individual Bidders
Bidders
subject to applicable applicable limits. Rs. 100,000.
limits.
Mode of Allotment Compulsorily in Compulsorily in Compulsorily in

dematerialised form. dematerialised form. dematerialised form.
Bid Lot [●] Equity Shares and [●] Equity Shares and in [●] Equity Shares and in
in multiples of [●] multiples of [●] Equity multiples of [●] Equity
Equity Shares. Shares. Shares.
Allotment Lot [●] Equity Shares and [●] Equity Shares and in [●] Equity Shares and in
in multiples of [●] multiples of [●] Equity multiples of [●] Equity
Equity Share. Share. Share.
Trading Lot One Equity Share. One Equity Share. One Equity Share.
Who can Apply ** Public financial Eligible NRIs, Resident Resident Indian individuals
institutions as specified Indian individuals, HUF (including HUF in the name
in Section 4A of the (in the name of the Karta), of the Karta) and Eligible
Companies Act, FIIs companies, corporate NRIs applying for Equity
registered with SEBI, bodies, scientific Shares such that the Bid
scheduled commercial institutions, societies and Amount per individual
banks, mutual funds, trusts. Bidder does not exceed
multilateral and Rs. 100,000 in value.
bilateral development
financial institutions,
venture capital funds
registered with SEBI,
foreign venture capital
investors registered
with SEBI, state
industrial development
corporations, insurance
companies registered
with the Insurance
Regulatory and
Development Authority,
provident funds with
minimum corpus of
Rs. 250 million and
pension funds with
minimum corpus of
Rs. 250 million in
accordance with
applicable law.
Terms of Payment Margin Amount Margin Amount Margin Amount applicable

applicable to QIBs shall applicable to Non- to Retail Individual Bidders
be payable at the time Institutional Bidders shall shall be payable at the time
of submission of the be payable at the time of of submission of the Bid
Bid cum Application submission of the Bid cum cum Application Form to the
Form to the Syndicate Application Form to the Syndicate Members.
Members. Syndicate Members.
Margin amount At least 10% of Bid Full Bid Amount on Full Bid Amount on
Amount. Bidding. Bidding.
________
* Subject to valid Bids being received at or above the Issue Price. In terms of Rule 19(2)(b) of the SCRR, this is an Issue for
less than 25% of the post-Issue capital, therefore, the Issue is being made through a 100% Book Building Process wherein
at least 60% of the Issue shall be allotted on a proportionate basis to QIBs. 5% of the QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for Allotment on a proportionate
basis to QIBs, subject to valid Bids being received from them at or above the Issue Price. If at least 60% of the Issue cannot
be allotted to QIBs, then the entire application money will be refunded. Further, up to 10% of the Issue shall be available
for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Issue shall be available for
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allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue
Price.
Under-subscription, if any, in the Non-Institutional and Retail categories, would be allowed to be met with spill-over from
any other category or combination of categories at the sole discretion of the Company, in consultation with the BRLMs and
the Designated Stock Exchange. See the section “Issue Procedure” beginning on page 310.
** In case the Bid cum Application Form is submitted in joint names, the investors should ensure that the demat account is
also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application
Form.
The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue at any
time after the Bid/Issue Opening Date but before the Allotment, without assigning any reason therefor.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading
approvals of the Stock Exchanges, which the Company shall apply for after Allotment.
Bid/Issue Program
BID/ISSUE OPENS ON [●], 2008

BID/ISSUE CLOSES ON [●], 2008
Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian
Standard Time) during the Bidding Period as mentioned above at the bidding centers mentioned on the
Bid cum Application Form except that on the Bid/Issue Closing Date, Bids shall be accepted only
between 10.00 a.m. and 1.00 p.m. (Indian Standard Time) and uploaded till (i) 5.00 p.m. in case of
Bids by QIB Bidders and Non-Institutional Bidders and (ii) till such time as permitted by the NSE and
the BSE, in case of Bids by Retail Individual Bidders. Due to limitation of time available for uploading
the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to
the Bid/Issue Closing Date and, in any case, no later than 1.00 p.m (Indian Standard Time) on the
Bid/Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on
the Bid/Issue Closing Date, as is typically experienced in public offerings, which may lead to some
Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will
not be considered for allocation under the Issue. Bids will only be accepted on working days, i.e.,
Monday to Friday (excluding any public holiday).
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for
uploading the Bids received by Retail Bidders after taking into account the total number of Bids
received upto the closure of timings for acceptance of Bid cum Application Forms as stated herein and
reported by the BRLMs to the Stock Exchange within half an hour of such closure.
The Company, in consultation with the BRLMs, reserves the right to revise the Price Band during the
Bidding Period in accordance with the SEBI Guidelines. The cap should not be more than 20% of the
floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of
the Price Band can move up or down to the extent of 20% of the floor of the Price Band disclosed in
the Red Herring Prospectus.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional
working days after such revision, subject to the Bidding Period not exceeding 10 working days.
Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a press release and also by
indicating the change on the websites of the BRLMs and the terminals of the other members of
the Syndicate.
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ISSUE PROCEDURE
Book Building Procedure
In terms of Rule 19(2)(b) of the SCRR, this is an Issue for less than 25% of the post-Issue capital,
therefore, the Issue is being made through the 100% Book Building Process wherein at least 60% of the
Issue shall be allotted on a proportionate basis to QIBs, including up to 5% of the QIB Portion, which
shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be
available for Allotment on a proportionate basis to QIBs, subject to valid Bids being received from
them at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire
application money will be refunded forthwith. Further, not less than 10% of the Issue shall be available
for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue
shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid
Bids being received at or above the Issue Price.
Bidders are required to submit their Bids through the Syndicate. Further, QIB Bids can be procured
only through the BRLMs or their affiliates or Syndicate Members. In case of QIB Bidders, the
Company, in consultation with the BRLMs may reject Bids at the time of acceptance of the Bid cum
Application Form provided that the reasons for such rejection shall be disclosed to such Bidder in
writing. In the cases of Non-Institutional Bidders and Retail Individual Bidders the Company will have
a right to reject the Bids only on technical grounds.
Investors should note that Allotment of Equity Shares to all successful Bidders will only be in the
dematerialised form. Bidders will not have the option of getting Allotment of the Equity Shares
in physical form. The Equity Shares on Allotment shall be traded only in the dematerialised
segment of the Stock Exchanges.
Bid cum Application Form
Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the
Syndicate for the purpose of making a Bid. The Bidders shall have the option to make a maximum of
three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids.
Upon the allocation of Equity Shares, dispatch of the CAN, and filing of the Prospectus with the RoC,
the Bid cum Application Form shall be considered as the Application Form. Upon completing and
submitting the Bid cum Application Form to a member of the Syndicate, the Bidder is deemed to have
authorised the Company to make the necessary changes in the Red Herring Prospectus and the Bid cum
Application Form as would be required for filing the Prospectus with the RoC and as would be required
by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder.
The prescribed colour of the Bid cum Application Form for various categories is as follows:
Category Colour of Bid cum Application Form
Resident Indians and Eligible NRIs applying on a non-repatriation White

basis
Eligible NRIs applying on a repatriation basis, FIIs, Foreign Venture Blue
Capital Funds, registered Multilateral and Bilateral Development
Financial Institutions and other Non-Residents applying on a
repatriation basis
Who can Bid?
1. Persons eligible to invest under all applicable laws, rules, regulations and guidelines.
2. Indian nationals resident in India who are not minors in single or joint names (not more
than three).
3. Hindu Undivided Families or HUFs in the individual name of the Karta. The Bidder should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as
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follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying through XYZ,
where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those
from individuals.
4. Eligible NRIs on a repatriation basis or a non-repatriation basis subject to compliance with

applicable laws. NRIs, other than Eligible NRIs, are not permitted to participate in this Issue.
5. FIIs registered with the SEBI.
6. State Industrial Development Corporations.
7. Insurance companies registered with the Insurance Regulatory and Development Authority
(“IRDA”), India.
8. Provident Funds with a minimum corpus of Rs. 250 million and who are authorised under their
constitution to invest in equity shares.
9. Pension funds with a minimum corpus of Rs. 250 million and who are authorised under their
constitution to invest in equity shares.
10. Companies, corporate bodies and societies registered under applicable laws in India and
authorised to invest in equity shares.
11. Venture Capital Funds registered with the SEBI.
12. Foreign Venture Capital Investors registered with the SEBI.
13. Indian Mutual Funds registered with the SEBI.
14. Indian financial institutions, commercial banks (excluding foreign banks), regional rural banks,
co-operative banks (subject to the RBI regulations and the SEBI Guidelines and regulations,
as applicable).
15. Multilateral and bilateral development financial institutions.
16. Trusts registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to trusts and who are authorised under their constitution to hold and invest in
equity shares.
17. Scientific and/or industrial research organisations in India authorised to invest in equity shares.
As per existing regulations, OCBs cannot Bid in the Issue.
Participation by Associates of the BRLMs and Syndicate Members
The BRLMs and Syndicate Members shall not be entitled to subscribe to this Issue in any manner
except towards fulfilling their underwriting obligations. However, associates and affiliates of the
BRLMs and Syndicate Members may subscribe for Equity Shares in the Issue, including in the QIB
Portion and Non-Institutional Portion where the Allocation is on a proportionate basis. Such Bidding
and subscription may be on their own account or on behalf of their clients.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law.
Bids by Mutual Funds
An eligible Bid by a Mutual Fund shall first be considered for Allocation proportionately in the Mutual
Funds Portion. In the event that the demand is greater than [•] Equity Shares, Allocation shall be made
to Mutual Funds on a proportionate basis to the extent of the Mutual Funds Portion. The remaining
demand by Mutual Funds shall, as part of the aggregate demand by QIB Bidders, be made available for
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Allocation proportionately out of the remainder of the QIB Portion, after excluding the Allocation in
the Mutual Funds Portion.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with the SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not
be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has
been made.
In accordance with current regulations, the following restrictions are applicable for investments by
Mutual Funds:
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity
related instruments of any company provided that the limit of 10% shall not be applicable for
investments in index funds or sector or industry-specific funds. No Mutual Fund under all its schemes
should own more than 10% of any company’s paid-up capital carrying voting rights.
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund
registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid
has been made.
Bids by Eligible NRIs
Bid cum Application Forms have been made available for Eligible NRIs at the Registered Office of
the Company and with members of the Syndicate and or the Registrar.
Eligible NRI Bidder should note that only such Bids as are accompanied by payment in free foreign
exchange shall be considered for Allotment under the Eligible NRI category. The Eligible NRIs who
intend to make payment through the NRO Account shall use the Bid cum Application form meant for
Resident Indians (white form).
Bids by FIIs
In accordance with the current regulations, the following restrictions are applicable for investments
by FIls:
The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of the
Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment
on behalf of each sub-account shall not exceed 10% of the total paid-up capital of the Company or 5% of
the total paid-up capital of the Company, in case such sub-account is a foreign corporate or an individual.
In accordance with the foreign investment limits applicable to us, the total FII investment cannot exceed
24% of the Company’s total paid-up capital. With the approval of the board and the shareholders by way
of a special resolution, the aggregate FII holding can go up to 100%. However, the Company has not
obtained board or shareholders approval to increase the FII limit to more than 24%.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended, an FII or its sub-account may issue, deal or hold, offshore derivative
instruments such as participatory notes, equity-linked notes or any other similar instruments against
underlying securities listed or proposed to be listed on any stock exchange in India only in favour of those
entities which are regulated by any relevant regulatory authorities in the countries of their incorporation or
establishment subject to compliance of “know your client” requirements. An FII or sub-account shall also
ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to
any person other than a regulated entity.
Associates and affiliates of the Underwriters, including the BRLMs, that are FIIs or its sub-account may
issue offshore derivative instruments against Equity Shares allocated to them in the Issue.
Bids by the SEBI-registered Venture Capital Funds and Foreign Venture Capital Investors
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The SEBI (Venture Capital Funds) Regulations, 1996, as amended and the SEBI (Foreign Venture
Capital Investors) Regulations, 2000, as amended prescribe investment restrictions on Venture Capital
Funds and Foreign Venture Capital Investors registered with SEBI. For example, the holding by any
individual VCF should not exceed 25% of the corpus of the VCF in one venture capital undertaking.
Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to
an initial public offer.
Pursuant to the SEBI Guidelines, the shareholding of SEBI-registered VCF and FVCI held in a company
prior to making an initial public offering would be exempt from lock-in requirements only if the shares
have been held by them for at least one year prior to the time of filing the draft prospectus with SEBI.
The above information is given for the benefit of the Bidders. The Bidders are advised to make
their own enquiries about the limits applicable to them. The Company and the BRLMs do not
accept any responsibility for the completeness and accuracy of the information stated hereinabove.
The Company and the BRLMs are not liable to inform the investors of any amendments or
modifications or changes in applicable laws or regulations, which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws
or regulations.
This is not an issue for sale within the United States of any equity shares or any other security of the
Company. Securities of the Company, including any offering of its Equity Shares, may not be offered or
sold in the United States in the absence of registration under U.S. securities laws or unless exempt from
registration under such laws.
Maximum and Minimum Bid Size
a) For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in
multiples of [●] Equity Shares thereafter, so as to ensure that the Bid Amount payable by the
Bidder does not exceed Rs. 100,000. In case of revision of Bids, the Retail Individual Bidders
have to ensure that the Bid Amount does not exceed Rs. 100,000. Where the Bid Amount is over
Rs. 100,000 due to revision of the Bid or revision of the Price Band or on exercise of the option
to bid at Cut-off Price, the Bid would be considered for Allocation under the Non-Institutional
Portion. The Cut-off Price option is given only to Retail Individual Bidders indicating their
agreement to the Bid and to purchase the Equity Shares at the Issue Price as determined at the
end of the Book Building Process.
(b) For Non-Institutional Bidders and QIB Bidders: The Bid must be for a minimum of such
number of Equity Shares such that the Bid Amount exceeds Rs. 100,000 and is a multiple of [●]
Equity Shares. A Bid cannot be submitted for more than the Issue size. However, the maximum
Bid by a QIB investor should not exceed the investment limits prescribed for them under
applicable laws. Under the SEBI Guidelines, a QIB Bidder cannot withdraw its Bid after
the Bid/Issue Closing Date and is required to pay the QIB Margin Amount upon
submission of the Bid.
In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure
that the Bid Amount is greater than Rs. 100,000 for being considered for Allocation in the
Non-Institutional Portion. In case the Bid Amount reduces to Rs. 100,000 or less due to a
revision in Bids or revision of the Price Band, Bids by Non-Institutional Bidders who are
eligible for allocation in the Non-Institutional Portion would be considered for allocation
under the Retail Portion. Non-Institutional Bidders and QIB Bidders are not allowed to Bid at
the Cut-off Price.
Bidders are advised to ensure that any single Bid from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or
regulation or as specified in this Draft Red Herring Prospectus.
Refund amounts following a permitted withdrawal of a Bid shall be paid in the manner described under
paragraph “Payment of Refund”.
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Information for the Bidder:
1. The Company will file the Red Herring Prospectus with the RoC at least three days before the
Bid/Issue Opening Date.
2. The Company and the BRLMs will declare the Bid/Issue Opening Date, Bid/Issue Closing
Date and Price Band at the time of filing the Red Herring Prospectus with the RoC and also
publish the same in two national newspapers and one Telugu newspaper of wide circulation.
3. The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the
Bid cum Application Form to potential investors. Any investor (who is eligible to invest in our
Equity Shares) who would like to obtain the Red Herring Prospectus and/or the Bid cum
Application Form can obtain the same from the Registered Office or from any of the members of
the Syndicate.
4. Any investor (who is eligible to invest in the Equity Shares) who would like to obtain the Red
Herring Prospectus and/or with the Bid cum Application Form can obtain the same from our
Registered Office or from any of the members of the Syndicate.
5. Eligible investors who are interested in subscribing for the Equity Shares should approach any of
the BRLMs or Syndicate Members or their authorised agent(s) to register their Bids.
6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum
Application Forms should bear the stamp of the member of the Syndicate. Bid cum Application
Forms which do not bear the stamp of a member of the Syndicate will be rejected.
7. The Price Band has been fixed at Rs. [•] to Rs. [•] per Equity Share. The Bidders can bid at
any price within the Price Band, in multiples of Rs. [●]. In accordance with the SEBI
Guidelines, our Company, in consultation with the BRLMs, reserves the right to revise the
Price Band during the Bidding Period. The cap on the Price Band should not be more than
20% of the floor of the Price Band. Subject to compliance with the immediately preceding
sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of
the Price Band.
8. In case the Price Band is revised, the Bidding/ Issue Period may be extended, if required, by
an additional three days, subject to the total Bidding/ Issue Period not exceeding 10 working
days. The revised Price Band and Bidding/ Issue Period, if applicable, will be widely
disseminated by notification to the BSE and the NSE, and by issuing advertisement in two
national newspapers (one each in English and Hindi) and a Telugu newspaper of wide
circulation in the place where our Registered Office is situated and also by indicating the
change on the websites of the Book Runners and at the terminals of the members of the
Syndicate.
9. The Company, in consultation with the BRLMs, can finalise the Issue Price within the Price
Band, without the prior approval of, or intimation to, the Bidders.
Method and Process of Bidding
1. The Company and the BRLMs shall declare the Bid/Issue Opening Date, the Bid/Issue Closing
Date and Price Band in the Red Herring Prospectus to be filed with the RoC and also publish the
same in two widely circulated national newspapers (one each in English and Hindi) and in one
Telugu newspaper with wide circulation. The BRLMs and Syndicate Members shall accept Bids
from the Bidders during the Bidding Period in accordance with the terms of the Syndicate
Agreement. Investors who are interested in subscribing to our Equity Shares should approach
any of the members of the Syndicate or their authorized agent(s) to register their Bid.
2. The Bidding Period shall be for a minimum of three working days and shall not exceed seven
working days. Where the Price Band is revised, the revised Price Band and Bidding Period will
be published in two national newspapers (one each in English and Hindi) and in one Telugu
newspaper with wide circulation and also by indicating the change on the website of the BRLMs
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and at the terminals of the members of the Syndicate. The Bidding Period may be extended, if
required, by an additional three working days, subject to the total Bidding Period not exceeding
ten working days.
3. During the Bidding Period, eligible investors who are interested in subscribing for the Equity
Shares should approach the members of the Syndicate or their authorised agents to register
their Bid.
4. Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional
prices (for details refer to the paragraph “Bids at Different Price Levels”) within the Price Band
and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and
demand options submitted by the Bidder in the Bid cum Application Form will be treated as
optional demands from the Bidder and will not be cumulated. After determination of the Issue
Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Issue Price
will be considered for allocation and the rest of the Bid(s), irrespective of the Bid price, will
become automatically invalid.
5. The Bidder cannot Bid on another Bid cum Application Form after Bid(s) on one Bid cum
Application Form have been submitted to any member of the Syndicate. Submission of a second
Bid cum Application Form to either the same or to another member of the Syndicate will be
treated as multiple bidding and is liable to be rejected either before entering the Bid into the
electronic bidding system, or at any point in time before the Allotment of Equity Shares in the
Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for
which is detailed under the paragraph “Build up of the Book and Revision of Bids”.
6. The members of the Syndicate will enter each Bid option into the electronic bidding system as a
separate Bid and generate a Transaction Registration Slip for each price and demand option and
give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum
Application Form.
7. During the Bidding Period, Bidders may approach the members of the Syndicate to submit their
Bids. Every member of the Syndicate shall accept Bids from all clients/investors who place
orders through them and shall have the right to vet the Bids.
8. Along with the Bid cum Application Form, all Bidders will make payment in the manner
described under the paragraph “Terms of Payment”.
Bids at Different Price Levels and Revision of Bids
1. The Price Band has been fixed at Rs. [●] to Rs. [●] per Equity Share, Rs. [●] being the Floor
Price and Rs. [●] being the Cap Price. The Bidders can Bid at any price within the Price Band in
multiples of Re.1 (Rupee One).
2. The Company, in consultation with the BRLMs, reserves the right to revise the Price Band
during the Bidding Period in accordance with the SEBI Guidelines. The cap on the Price Band
should not be more than 20% of the Floor Price. Subject to compliance with the immediately
preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the
floor of the Price Band disclosed in the Red Herring Prospectus.
3. The Bidding/Issue Period shall be for a minimum of three working days and not exceeding
seven working days. In case of a revision of the Price Band, the Bidding Period shall be
extended for three additional working days, subject to a maximum of 10 working days. Any
revision in the Price Band and the revised Bidding Period, if applicable, will be widely
disseminated by notification to the BSE and the NSE, by issuing a public notice in two widely
circulated national newspapers (one each in English and Hindi) and in one Telugu newspaper
with a wide circulation, and also by indicating the change on the website of the BRLMs and at
the terminals of the members of the Syndicate.
4. The Company, in consultation with the BRLMs, can finalise the Issue Price within the Price
Band without the prior approval of, or intimation to, the Bidders.
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5. The Bidder can Bid at any price within the Price Band. The Bidder has to Bid for the desired
number of Equity Shares at a specific price.
Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off Price is
prohibited for QIB Bidders and Non-Institutional Bidders and such Bids from QIB Bidders and
Non-Institutional Bidders shall be rejected.
6. Retail Individual Bidders who Bid at the Cut-off Price agree that they shall purchase the Equity
Shares at any price within the Price Band. Retail Individual Bidders bidding at the Cut-off Price
shall deposit the Bid Amount based on the Cap Price in the Escrow Accounts. In the event that
the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders
who Bid at Cut-off Price such Bidder shall receive the refund of the excess amounts from the
Escrow Accounts in the manner described under the paragraph “Payment of Refund”.
7. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders
who had Bid at the Cut-off Price could either (i) revise their Bid or (ii) make additional payment
based on the higher cap of the revised Price Band (such that the total amount i.e., the original
Bid Amount plus additional payment does not exceed Rs. 100,000 if the Bidder wants to
continue to Bid at the Cut-off Price), with the members of the Syndicate to whom the original
Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment)
exceeds Rs. 100,000, the Bid by Retail Individual Bidders will be considered for allocation
under the Non-Institutional Portion in terms of the Red Herring Prospectus. If, however, the
Bidder does not either revise the Bid or make additional payment and the Issue Price is higher
than the cap of the Price Band before revision, the number of Equity Shares Bid for shall be
adjusted downwards for the purpose of Allotment, such that no additional payment would be
required from the Bidder and the Bidder is deemed to have approved such revised Bid at the
Cut-off Price.
8. In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders
who have Bid at the Cut-off Price could either revise their Bid or the excess amount paid at the
time of bidding would be refunded from the Escrow Accounts.
9. In the event of any revision in the Price Band, whether upwards or downwards, the minimum
application size shall remain [●] Equity Shares irrespective of whether the Bid Amount payable
on such minimum application is not in the range of Rs. 5,000 to Rs. 7,000.
Escrow Mechanism
The Company and the members of the Syndicate shall open Escrow Accounts with one or more Escrow
Collection Banks in whose favour the Bidders make out the cheque or demand draft in respect of his or
her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from
Bidders in a certain category would be deposited in the Escrow Accounts. The Escrow Collection Banks
will act in terms of the Red Herring Prospectus, the Prospectus and the Escrow Agreement. The monies in
the Escrow Accounts shall be maintained by the Escrow Collection Banks for and on behalf of the
Bidders. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited
therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow
Collection Banks shall transfer the monies from the Escrow Accounts to the Public Issue Account and the
Refund Account as per the terms of the Escrow Agreement, the Red Herring Prospectus and
the Prospectus.
The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established
as an arrangement between us, the Syndicate, the Escrow Collection Bank(s) and the Registrar to the
Issue to facilitate collections from the Bidders.
Terms of Payment and Payment into the Escrow Accounts
Each Bidder shall pay the applicable Margin Amount, with the submission of the Bid cum Application
Form, draw a cheque or demand draft in favour of the Escrow Accounts of the Escrow Collection Bank(s)
(see the section “Issue Procedure - Payment Instructions” beginning on page 326), and submit such
316
cheque or demand draft to the member of the Syndicate to whom the Bid is being submitted. The Bidder
may also provide the applicable Margin Amount by way of an electronic transfer of funds through the
RTGS mechanism. Each QIB shall provide their QIB Margin Amount only to a BRLM. Bid cum
Application Forms accompanied by cash/Stockinvest/money order shall not be accepted. The Margin
Amount based on the Bid Amount has to be paid at the time of submission of the Bid cum Application
Form.
The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection
Bank(s), which will hold the monies for the benefit of the Bidders until the Designated Date. On the
Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Accounts, as
per the terms of the Escrow Agreement, into the Public Issue Account. The balance amount after transfer
to the Public Issue Account of the Company shall be transferred to the Refund Account on the Designated
Date. No later than 15 days from the Bid/Issue Closing Date, the Refund Bank(s) shall also refund all
amounts payable to unsuccessful Bidders and also the excess amount paid on bidding, if any, after
adjustment for Allotment, to the Bidders.
Each category of Bidders, i.e., QIB Bidders, Non-Institutional Bidders and Retail Individual Bidders
would be required to pay their applicable Margin Amount at the time of submission of the Bid cum
Application Form. The Margin Amount payable by each category of Bidders is mentioned under the
heading “Issue Structure”. Where the Margin Amount applicable to the Bidder is less than 100% of the
Bid Amount, any difference between the amount payable by the Bidder for Equity Shares allocated at the
Issue Price and the Margin Amount paid at the time of Bidding, shall be payable by the Bidder no later
than the Pay-in Date. If the payment is not made favouring the Escrow Accounts within the time
stipulated above, the Bid of the Bidder is liable to be rejected. However, if the applicable Margin Amount
for Bidders is 100%, the full amount of payment has to be made at the time of submission of the Bid cum
Application Form.
Where the Bidder has been allocated a lesser number of Equity Shares than he or she had Bid for, the
excess amount paid on Bidding, if any, after adjustment for Allotment, will be refunded to such Bidder
within 15 days from the Bid/Issue Closing Date, failing which the Company shall pay interest according
to the provisions of the Companies Act for any delay beyond the periods as mentioned above.
Electronic Registration of Bids
1. The members of the Syndicate will register the Bids using the on-line facilities of the BSE and
the NSE. There will be at least one on-line connectivity facility in each city where a stock
exchange is located in India and where Bids are being accepted.
2. The NSE and the BSE will offer a screen-based facility for registering Bids for the Issue. This
facility will be available on the terminals of the members of the Syndicate and their authorised
agents during the Bidding Period. The members of the Syndicate can also set up facilities for off-
line electronic registration of Bids subject to the condition that they will subsequently upload the
off-line data file into the on-line facilities for book building on a regular basis. On the Bid/Issue
Closing Date, the members of the Syndicate shall upload the Bids until such time as may be
permitted by the Stock Exchanges. This information will be available with the BRLMs on a
regular basis. Bidders are cautioned that a high inflow of bids typically experienced on the last
day of the bidding may lead to some Bids received in the last day not being uploaded due to lack
of sufficient uploading time, and such bids that could not uploaded will not be considered for
allocation. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any
public holiday)
3. The aggregate demand and price for Bids registered on electronic facilities of the NSE and the
BSE will be uploaded on a regular basis, consolidated and displayed on-line at all bidding
centres as well as on the NSE’s website at www.nseindia.com and on the BSE’s website
at www.bseindia.com. A graphical representation of consolidated demand and price will be
made available at the bidding centres during the Bidding Period.
4. At the time of registering each Bid, the members of the Syndicate shall enter the following
details of the investor in the on-line system:
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• Name of the Bidder(s). Bidders should ensure that the name given in the Bid cum
Application Form is exactly the same as the name in which the Depositary Account is held.
In case the Bid cum Application Form is submitted in joint names, Bidders should ensure
that the Depository Account is also held in the same joint names and the names are in the
same sequence in which they appear in the Bid cum Application Form;
• Investor category—Individual, Corporate, QIBs, Eligible NRI, FVCI, FII or Mutual

Fund, etc.;
• Numbers of Equity Shares bid for;
• Bid price;
• Bid cum Application Form number;
• Margin Amount paid-upon submission of Bid cum Application Form; and
• Depository Participant identification number and client identification number of the demat
account of the Bidder.
5. A system-generated TRS will be given to the Bidder as proof of the registration of each of the
bidding options. It is the Bidder’s responsibility to obtain the TRS from the members of the
Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that
the Equity Shares shall be allocated either by the members of the Syndicate or the Company.
6. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
7. In case of QIB Bidders, members of the Syndicate also have the right to accept the Bid or reject
the Bid. However, such rejection should be made at the time of receiving the Bid and only after
assigning a reason for such rejection in writing. In case of Non-Institutional Bidders and Retail
Individual Bidders, Bids would not be rejected except on the technical grounds listed in this
8. The permission given by the NSE and the BSE to use their network and software of the online
IPO system should not in any way be deemed or construed to mean that the compliance with
various statutory and other requirements by the Company or the BRLMs are cleared or approved
by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements nor does it take any
responsibility for the financial or other soundness of the Company, the Promoters, the
management or any scheme or project of the Company.
9. It is also to be distinctly understood that the approval given by the NSE and the BSE should not
in any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or
approved by the NSE or the BSE; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of the Draft Red Herring Prospectus; nor does
it warrant that the Equity Shares will be listed or will continue to be listed on the NSE and
the BSE.
Build Up of the Book and Revision of Bids
1. Bids registered by various Bidders through the members of the Syndicate shall be electronically
transmitted to the NSE or BSE mainframe on a regular basis.
2. The book gets built up at various price levels. This information will be available from the
BRLMs on a regular basis.
3. During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares
at a particular price level is free to revise his or her Bid within the Price Band using the printed
Revision Form, which is a part of the Bid cum Application Form.
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4. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by
using the Revision Form. The Bidder must complete the details of all the options in the Bid cum
Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in
the Bid cum Application Form and he is changing only one of the options in the Revision Form,
he must still complete all the details of the other two options that are not being changed in the
Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by the members
of the Syndicate.
5. The Bidder can make this revision any number of times during the Bidding Period. However, for
any revision(s) in the Bid, the Bidders will have to use the services of the same member of the
Syndicate through whom the original Bid was placed.
6. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be
made only on such Revision Form or copies thereof.
7. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft
for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The
excess amount, if any, resulting from downward revision of the Bid would be returned to the
Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus.
In the case of QIB Bidders, the members of the Syndicate shall collect the payment in the form
of cheque or demand draft or electronic transfer of funds through RTGS for the incremental
amount in the QIB Margin, if any, to be paid on account of the upward revision of the Bid at the
time of one or more revisions by the QIB Bidders.
8. When a Bidder revises a Bid, the Bidder shall surrender the earlier TRS and get a revised TRS
from the members of the Syndicate. It is the responsibility of the Bidder to request and
obtain the revised TRS, which will act as proof of revision of the original Bid.
9. Only Bids that are uploaded on the online IPO system of the NSE and the BSE shall be
considered for allocation/Allotment. In the event of a discrepancy of data between the Bids
registered on the online IPO system and the physical Bid cum Application Form, the decision of
the Company, in consultation with the BRLMs and the Designated Stock Exchange, based on
the physical records of Bid cum Application Forms, shall be final and binding on all concerned.
Price Discovery and Allocation
1. After the Bid/Issue Closing Date, the BRLMs shall analyse the demand generated at various
price levels and discuss pricing strategy with the Company.
2. The Company, in consultation with the BRLMs, shall finalise the Issue Price.
3. The Allotment to QIBs will be at least 60% of the Issue, on a proportionate basis and the
availability for allocation to Non-Institutional and Retail Individual Bidders will be not less
than 10% and 30% of the Issue, respectively, on a proportionate basis, in a manner specified
in the SEBI Guidelines and this Draft Red Herring Prospectus, in consultation with the
Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price.
If at least 60% of the Issue cannot be allotted to QIBs then the entire application money will
be refunded.
4. In case of over-subscription in all categories, at least 60% of the Issue shall be available for
allocation on a proportionate basis to QIBs, out of which 5% shall be reserved for Mutual
Funds. Mutual Funds participating in the 5% share in the QIB Portion will also be eligible for
allocation in the remaining QIB Portion. However, if the aggregate demand by Mutual Funds
is less than 5% of the QIB Portion, the balance Equity Shares from the portion specifically
available for allocation to Mutual Funds in the QIB Portion will first be added to the QIB
Portion and be allocated proportionately to the QIBs in proportion to their Bids. In the event
that the aggregate demand in the QIB Portion has been met, under-subscription, if any, will be
met with spill-over from any other category or combination of categories at the discretion of
the Company, in consultation with the BRLMs and the Designated Stock Exchange.
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Under-subscription, if any, in the Retail and Non-Institutional categories, would be allowed to
be met with spill-over from any other category or combination of categories at the sole
discretion of the Company, in consultation with the BRLMs. However, if the aggregate
demand by Mutual Funds is less than [●] Equity Shares, the balance Equity Shares available
for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allotted
proportionately to the QIB Bidders.
5. Allotment to Eligible NRIs, FIIs registered with the SEBI or Mutual Funds or FVCIs registered
with the SEBI will be subject to applicable laws, rules, regulations, guidelines and approvals.
6. The Company reserves the right to cancel the Issue at any time after the Bid/Issue Opening Date
but before the Board meeting for Allotment without assigning any reasons whatsoever.
7. In terms of the SEBI Guidelines, QIBs shall not be allowed to withdraw their Bid after the
Bid/Issue Closing Date.
8. The Company, in consultation with the BRLMs, reserves the right to reject any Bid procured
from QIB Bidders, by any or all members of the Syndicate. Rejection of Bids made by QIBs, if
any, will be made at the time of submission of Bids provided that the reasons for rejecting the
same shall be provided to such Bidder in writing.
Letters of Allotment or Refund Orders
The Company shall credit each Equity Share Allotted to the applicable beneficiary account with its
Depository Participant within 15 days of the Bid/Issue Closing Date. Applicants residing at 15 centres
where clearing houses are managed by the RBI will get refunds through ECS only (subject to availability
of all information for crediting the refund through ECS) except where the applicant is otherwise disclosed
as eligible to receive refunds through direct credit and RTGS. In the case of other applicants, the Bank
shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by “Under Certificate of Posting”,
and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post, except for
Bidders who have opted to receive refunds through the ECS facility. Applicants to whom refunds are
made through electronic transfer of funds will be sent a letter (refund advice) through ordinary post
informing them about the mode of credit of refund within 15 days of the Closing of Issue.
Interest in Case of Delay in Dispatch of Allotment Letters/Refund Orders.
In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI
Guidelines, the Company undertakes that:
• Allotment shall be made only in dematerialised form within 15 days from the Bid/Issue Closing
Date;
• Dispatch of refund orders shall be done within 15 days from the Bid/Issue Closing Date; and
• The Company shall pay interest at 15% per annum, if Allotment is not made, refund orders are not
dispatched to the applicant or if, in a case where the refund or portion thereof is made in electronic
mode/manner, the refund instructions have not been given to clearing members, and/or demat credits
are not made to investors within the 15 day time period prescribed above.
The Company will provide adequate funds required for dispatch of refund orders or Allotment advice to
the Registrar to the Issue.
Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks
and payable at par at places where Bids are received, except where the refund or portion thereof is made
in electronic mode/manner. Bank charges, if any, for encashing such cheques, pay orders or demand
drafts at other centres will be payable by the Bidders.
Signing of Underwriting Agreement and RoC Filing
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(a) The Company, the BRLMs and the Syndicate Members may enter into an Underwriting
Agreement upon finalisation of the Issue Price.
(b) After signing the Underwriting Agreement, the Company will update and file the Red Herring
Prospectus with RoC, which then will be termed “Prospectus”. The Prospectus will have details
of the Issue Price, Issue size, underwriting arrangements and will be complete in all material
respects.
Filing of the Red Herring Prospectus and the Prospectus with the RoC
We will file a copy of the Red Herring Prospectus and the Prospectus with the RoC in terms of
Section 56, Section 60 and Section 60B of the Companies Act.
Announcement of pre-Issue Advertisement
Subject to Section 66 of the Companies Act, the Company shall, after receiving final observations, if any,
on this Draft Red Herring Prospectus from the SEBI, publish an advertisement, in the form prescribed by
the SEBI Guidelines, in two widely circulated national newspapers (one each in English and Hindi) and a
Telugu newspaper with a wide circulation.
Advertisement regarding Issue Price and Prospectus
A statutory advertisement will be issued by the Company after the filing of the Prospectus with the RoC.
This advertisement, in addition to the information that has to be set out in the statutory advertisement,
shall indicate the Issue Price along with a table showing the number of Equity Shares and the amount
payable by an investor. Any material updates between the date of the Red Herring Prospectus and the
Prospectus shall be included in such statutory advertisement.
Issuance of Confirmation of Allocation Note (“CAN”)
(a) Upon approval of the basis of Allotment by the Designated Stock Exchange, the BRLMs or the
Registrar to the Issue shall send to the members of the Syndicate a list of their Bidders who have
been allocated Equity Shares in the Issue. The approval of the basis of allocation by the
Designated Stock Exchange for QIB Bidders may be done simultaneously with or before the
approval of the basis of allocation for the Retail Individual Bidders and Non-Institutional
Bidders. However, the investor should note that the Company shall ensure that the instructions
by the Company for demat credit of the Equity Shares to all investors in this Issue shall be given
on the same date of Allotment.
(b) The BRLMs or the members of the Syndicate will then send a CAN to their Bidders who have
been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid,
binding and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity
Shares allocated to such Bidder. Those Bidders who have not paid the Bid Amount in full into
the Escrow Accounts at the time of bidding shall pay in full the amount payable into the Escrow
Accounts by the Pay-in Date specified in the CAN.
(c) Bidders who have been allocated Equity Shares and who have already paid into the Escrow
Accounts at the time of bidding shall directly receive the CAN from the Registrar to the Issue
subject, however, to realisation of their cheque or demand draft paid into the Escrow Accounts.
(d) The issuance of a CAN is subject to “Notice to QIBs: Allotment Reconciliation and Revised
CANs” as set forth below.
Notice to QIBs: Allotment Reconciliation and Revised CANs
After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids
uploaded on the BSE/NSE system. Based on the electronic book, QIBs will be sent a CAN, indicating the
number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final
Allotment, which will be approved by the Designated Stock Exchange and reflected in the physical book
prepared by the Registrar. Subject to the SEBI Guidelines, certain Bid applications may be rejected due to
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technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc.,
and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved
by the Designated Stock Exchange. As a result, a revised CAN may be sent to QIBs and the allocation of
Equity Shares in such revised CAN may be different from that specified in the earlier CAN. QIBs should
note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the
revised CAN, for any increased allocation of Equity Shares. The CAN will constitute the valid, binding
and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay the entire Issue
Price for all the Equity Shares allocated to such QIB. Any revised CAN, if issued, will supersede in its
entirety the earlier CAN.
Designated Date and Allotment of Equity Shares
(a) The Company will ensure that the Allotment of Equity Shares is done within 15 days of the
Bid/Issue Closing Date. After the funds are transferred from the Escrow Accounts to the Public
Issue Account and the Refund Account on the Designated Date, the Company will ensure the
credit to the successful Bidder(s) depository account. Allotment of the Equity Shares to the
successful Bidders shall be within 15 days from the Bid/Issue Closing Date.
(b) As per the SEBI Guidelines, Allotment of the Equity Shares will be only in dematerialised form
to the allottees.
(c) Successful Bidders will have the option to re-materialise the Equity Shares so Allotted as per the
provisions of the Companies Act and the Depositories Act.
Investors are advised to instruct their Depository Participant to accept the Equity Shares that may
be allocated to them pursuant to this Issue.
GENERAL INSTRUCTIONS
Do’s:
(a) Check if you are eligible to apply having regard to applicable laws, rules, regulations, guidelines
and approvals and the terms of the Red Herring Prospectus;
(b) Ensure that you Bid within the Price Band;
(c) Read all the instructions carefully and complete the Bid cum Application Form;
(d) Ensure that the details about your Depository Participant and beneficiary account are correct and
the beneficiary account is activated as Equity Shares will be Allotted in dematerialised
form only;
(e) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a
member of the Syndicate;
(f) Ensure that you have collected a TRS for all your Bid options;
(g) Submit Revised Bids to the same member of the Syndicate through whom the original Bid was
placed and obtain a revised TRS;
(h) Each of the Bidders, should mention their PAN allotted under the IT Act. The copies of the
PAN card or PAN allotment letter should be submitted with the Bid cum Application Form;
(i) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant. Where the Bid
cum Application Form is submitted in joint names, ensure that the beneficiary account is also
held in same joint names and such names are in the same sequence in which they appear in the
Bid cum Application Form; and
(j) Ensure that the Demographic Details are updated, true and correct in all respects.
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DON’Ts:
(a) Do not Bid for lower than the minimum Bid size;
(b) Do not Bid/revise Bid to a price that is less than the Floor Price or higher than the Cap Price;
(c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the
members of the Syndicate;
(d) Do not pay the Bid amount in cash, postal order, or by Stockinvest;
(e) Do not send Bid cum Application Forms by post; instead submit the same to a member of the
Syndicate only;
(f) Do not Bid at the Cut-off Price (for QIB Bidders and Non-Institutional Bidders);
(g) Do not complete the Bid cum Application Form such that the Equity Shares Bid exceeds the
Issue size and/or investment limit or maximum number of Equity Shares that can be held under
the applicable laws or regulations or maximum amount permissible under the applicable
regulations or under the terms of this Draft Red Herring Prospectus;
(h) Do not bid at Bid Amount exceeding Rs. 100,000 for in case of a Bid by a Retail Individual
Bidder;
(i) Do not submit the Bid without the QIB Margin Amount, in the case of a Bid by a QIB; and
(j) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on
this ground.
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
Bidders can obtain Bid cum Application Forms and/or Revision Forms from the members of
the Syndicate.
Bids and Revisions of Bids
Bids and revisions of Bids must be:
1. Made only on the prescribed Bid cum Application Form or Revision Form, as applicable (white,
blue or pink).
2. Made in a single name or in joint names (not more than three, and in the same order as their
Depository Participant details).
3. Completed in full, in BLOCK LETTERS in English and in accordance with the instructions
contained herein, on the Bid cum Application Form or in the Revision Form. Incomplete Bid
cum Application Forms or Revision Forms are liable to be rejected.
4. Bids from the Retail Individual Bidders must be for a minimum of [•] Equity Shares and in
multiples of [•] Equity Shares thereafter subject to a maximum Bid Amount of Rs. 100,000.
5. For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of
Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [•] Equity
Shares thereafter. Bids cannot be made for more than the Issue size. Bidders are advised to
ensure that a single Bid from them does not exceed the investment limits or maximum number
of shares that can be held by them under the applicable laws and regulations.
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6. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal.
Bidder’s Depository Account and Bank Account Details
Bidders should note that on the basis of the name of the Bidders, Depository Participant’s name,
Depository Participant identification number and beneficiary account number provided by them in
the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository,
demographic details of the Bidders such as their address, bank account details and occupation
(hereinafter referred to as “Demographic Details”) for printing on refund orders or giving credit
through ECS, NEFT, RTGS or Direct Credit. These Demographic Details would be used for giving
refunds to the Bidders. Hence, Bidders are advised to immediately update their bank account
details as appearing on the records of the Depository Participant. Please note that failure to do so
could result in delays in credit of refunds to Bidders at the Bidders sole risk and neither the
BRLMs nor the Company shall have any responsibility or undertake any liability for the same.
Hence, Bidders should carefully fill in their Depository Account details on the Bid cum
Application Form.
IT IS MANDATORY FOR ALL THE BIDDERS TO RECEIVE THEIR EQUITY SHARES IN

DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY
PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND
BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS
MUST ENSURE THAT THE NAME GIVEN ON THE BID CUM APPLICATION FORM IS
EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD.
IF THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE
ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT
NAMES AND SUCH JOINT NAMES ARE IN THE SAME SEQUENCE IN WHICH THEY
APPEAR ON THE BID CUM APPLICATION FORM.
These Demographic Details will be used for all correspondence with the Bidders including mailing of the
refund orders/ECS credit for refunds/direct credit of refund/CANs/allocation advice/NEFT or RTGS for
refunds and printing of Company particulars on the refund order. The Demographic Details given by
Bidders in the Bid cum Application Form will not be used for any other purposes by the Registrar to
the Issue. Hence, Bidders are advised to update their Demographic Details as provided to their Depository
Participants.
By signing the Bid cum Application Form, the Bidder will be deemed to have authorised the Depositories
to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on
its records.
Refund orders/allocation advice/CAN would be mailed to the address of the Bidder as per the
Demographic Details received from the Depositories. Bidders may note that delivery of refund
orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from the
Depositories are returned undelivered. In such an event, the address and other details given by the Bidder
in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that
any such delay shall be at the Bidder’s sole risk and neither the Escrow Collection Bank(s) nor the
BRLMs shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay
or pay any interest for such delay. In case of refunds through electronic modes as detailed in this
Draft Red Herring Prospectus, Bidders may note that refunds may get delayed if bank
particulars obtained from the Depository Participant are incorrect.
Where no corresponding record is available with the Depositories that matches three parameters, namely,
names of the Bidder’s (including the order of names of joint holders), the Depository Participant’s identity
and the beneficiary’s identity, then such Bids are liable to be rejected.
Bids by Non-Residents, Eligible NRIs, FIIs and Foreign Venture Capital Funds registered with
SEBI on a repatriation basis.
Bids and revisions to Bids must be made:
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1. On the Bid cum Application Form or the Revision Form, as applicable (blue form), and
completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions
contained therein.
2. In the names of individuals, or in the names of FIIs or Foreign Venture Capital Funds registered
with the SEBI and multilateral and bilateral development financial institutions but not in the
names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or
their nominees.
3. In a single name or joint names (not more than three and in the same order as their Depository
Participant details).
Bids by Eligible NRIs for a Bid Amount of up to Rs. 100,000 would be considered under the
Retail Portion for the purposes of allocation and Bids by NRIs for a Bid Amount of more than
Rs. 100,000 would be considered under the Non-Institutional Portion for the purposes
of allocation.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only at the
prevailing exchange rate and net of bank charges and/or commission. In case of Bidders who
remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees
will be converted into U.S. Dollars or any other freely convertible currency as may be permitted
by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by
registered post or if the Bidders so desire, will be credited to their NRE Accounts, details of
which should be furnished in the space provided for this purpose on the Bid cum Application
Form. The Company will not be responsible for any loss incurred by the Bidder on account of
conversion of foreign currency.
It is to be clearly understood that there is no reservation for Non-Residents, Eligible NRIs and FIIs, and
all such Bidders will be treated on the same basis as with other categories for the purpose of allocation.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
Bids under Power of Attorney
In the case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies,
registered societies, a certified copy of the power of attorney or the relevant resolution or authority, as the
case may be, along with a certified copy of the memorandum and articles of association and/or bye laws
must be submitted along with the Bid cum Application Form. Failing this, the Company reserves the right
to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
In the case of Bids made pursuant to a power of attorney by FIIs, FVCIs, VCFs and Mutual Funds, a
certified copy of the power of attorney or the relevant resolution or authority as the case may be, along
with a certified copy of their SEBI registration certificate must be submitted with the Bid cum Application
Form. Failing this, the Company reserves the right to accept or reject any Bid, in whole or in part, in
either case, without assigning any reason therefor.
Bids made by Insurance Companies
In the case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate
of registration issued by the IRDA must be lodged along with the Bid cum Application Form. Failing this,
the Company reserves the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason therefor.
Bids made by Provident Funds
In the case of Bids made by provident funds, subject to applicable law, with minimum corpus of
Rs. 250 million and pension funds with minimum corpus of Rs. 250 million, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
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lodged along with the Bid cum Application Form. Failing this, the Company reserves the right to accept
or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
Bids made by Mutual Funds, VCF, FVCIs
In the case of Bids made by Mutual Funds, venture capital funds registered with the SEBI and FVCIs
registered with the SEBI, a certified copy of their SEBI registration certificate must be submitted with the
Bid cum Application Form. Failing this, the Company reserves the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason therefor.
The Company, in its absolute discretion, reserves the right to relax the above condition of simultaneous
lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and
conditions that the Company, the BRLMs may deem fit.
The Company, in its absolute discretion, reserve the right to permit the holder of the power of attorney to
request the Registrar to the Issue that, for the purpose of printing particulars on the refund order and
mailing of the refund order/CANs/allocation advice, the Demographic Details given on the Bid cum
Application Form should be used (and not those obtained from the Depository of the Bidder). In such
cases, the Registrar to the Issue shall use Demographic Details as given on the Bid cum Application Form
instead of those obtained from the Depositories.
PAYMENT INSTRUCTIONS
The Company shall open Escrow Accounts with the Escrow Collection Banks for the collection of the Bid
Amount payable upon submission of the Bid cum Application Form and for amounts payable pursuant to
allocation in the Issue. Each Bidder shall draw a cheque or demand draft for the amount payable on the
Bid and/or on allocation as per the following terms:
Payment into Escrow Accounts
1. The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the
Bid cum Application Form, draw a payment instrument for the Bid Amount in favour of the
Escrow Accounts and submit the same to the members of the Syndicate.
2. Where the above Margin Amount paid by the Bidders during the Bidding Period is less than the
Issue Price multiplied by the Equity Shares allocated to the Bidder, the balance amount shall be
paid by the Bidders into the Escrow Accounts within the period specified in the CAN.
3. The payment instruments for payment into the Escrow Accounts should be drawn in favour of:
(a) In the case of Resident QIB Bidders: “Escrow Account— Ramky—Public Issue—
QIB-R”
(b) In the case of Non-Resident QIB Bidders: “Escrow Account— Ramky —Public
Issue—QIB-NR”
(c) In the case of Resident Retail and Non-Institutional Bidders: “Escrow Account—
Ramky —Public Issue—R”
(d) In the case of Non-Resident Retail and Non-Institutional Bidders: “Escrow Account—
Ramky —Public Issue—NR”
4. In the case of Bids by Eligible NRIs applying on a repatriation basis, the payments must be made
through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable
on application remitted through normal banking channels or out of funds held in NRE Accounts
or FCNR Accounts, maintained with banks authorised to deal in foreign exchange in India, along
with documentary evidence in support of the remittance. Payment will not be accepted out of
NRO Account of the Non-Resident Bidder bidding on a repatriation basis. Payment by draft
should be accompanied by a bank certificate confirming that the draft has been issued by
debiting a NRE Account or a FCNR Account.
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5. In the case of Bids by Eligible NRIs applying on a non-repatriation basis, the payments must be
made by Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount
payable on application, remitted through normal banking channels or out of funds held in NRE
Accounts or FCNR Accounts, maintained with banks authorised to deal in foreign exchange in
India, along with documentary evidence in support of the remittance or out of an NRO Account
of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be
accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE
or a FCNR or an NRO Account.
6. In case of Bids by FIIs and FVCIs the payment should be made out of funds held in a special
rupee account along with documentary evidence in support of the remittance. Payment by draft
should be accompanied by a bank certificate confirming that the draft has been issued by
debiting a special rupee account.
7. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for,
the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable
on the Equity Shares allocated, will be refunded to the Bidder from the Refund Account.
8. The monies deposited in the Escrow Accounts will be held for the benefit of the Bidders until the
Designated Date.
9. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow
Accounts as per the terms of the Escrow Agreement into the Public Issue Account.
10. No later than 15 days from the Bid/Issue Closing Date, the Escrow Collection Banks shall refund
all amounts payable to unsuccessful Bidders and the excess amount paid on Bidding, if any, after
adjusting for allocation to the Bidders.
11. Payments should be made by cheque, or demand draft drawn on any bank (including a co-
operative bank), which is situated at, and is a member of or sub-member of the bankers’
clearing house located at the centre where the Bid cum Application Form is submitted.
Outstation cheques/bank drafts drawn on banks not participating in the clearing process
will not be accepted and applications accompanied by such cheques or bank drafts are
liable to be rejected. Cash/Stockinvest/money orders/postal orders will not be accepted.
12. Bidders are advised to mention the number of application form on the reverse of the cheque /
demand draft to avoid misuse of instruments submitted along with the Bid cum Application
Form.
13. Incase clear funds are not available in the Escrow Accounts as per final certificates from the
Escrow Collection Banks, such Bids are liable to be rejected.
Payment by Stockinvest
Under the terms of the RBI Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5,
2003, the option to use the stockinvest instrument in lieu of cheques or bank drafts for payment of Bid
money has been withdrawn. Accordingly, payment through Stockinvest will not be accepted in this Issue.
Submission of Bid cum Application Form
All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee
cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid.
Separate receipts shall not be issued for the money payable on the submission of Bid cum Application
Forms or Revision Forms. However, the collection centre of the members of the Syndicate will
acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning
to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid
cum Application Form for the records of the Bidder.
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OTHER INSTRUCTIONS
Joint Bids in case of Individuals
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all refund
payments will be made in favour of the Bidder whose name appears first in the Bid cum Application
Form or Revision Form. All communications will be addressed to the first Bidder and will be dispatched
to his or her address as per the Demographic Details received from the Depository.
Multiple Bids
A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares
required. Two or more Bids will be deemed to be multiple Bids if the sole or first Bidder is one and
the same.
In this regard, the procedures to be followed by the Registrar to the Issue to detect multiple applications
are given below:
1. All applications with the same name and age will be accumulated and taken to a separate process
file which would serve as a multiple master document.
2. In this master, a check will be carried out for the same PAN. In cases where the PAN numbers
are different, the same will be deleted from this master.
3. The addresses of all these applications from the multiple master will be strung from the address
master. This involves putting the addresses in a single line after deleting non-alpha and non-
numeric characters, i.e., commas, full stops, hashes etc. Sometimes, the name, the first line of the
address and pin code will be converted into a string for each application received and a photo
match will be carried out among all the applications processed. A print-out of the addresses will
be made to check for common names. Applications with the same name and same address will
be treated as multiple applications.
4. The applications will be scanned for similar DP ID and beneficiary account numbers. In cases
where applications bear the same numbers, these will be treated as multiple applications.
5. After the aforesaid procedures, a print-out of the multiple master will be taken and the
applications physically verified to tally signatures and also father’s/husband’s names. On
completion of this, the applications will be identified as multiple applications.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Funds and
such Bids in respect of more than one scheme of the Mutual Funds will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme for which the Bid has been made.
The Company, in consultation with the BRLMs, reserves the right to reject, in their absolute discretion, all
or any multiple Bids in any or all categories.
Permanent Account Number (“PAN”)
The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN
allotted under the IT Act. The copy of the PAN card(s) or PAN allotment letter(s) is required to be
submitted with the Bid-cum-Application Form. Applications without this information and
documents will be considered incomplete and are liable to be rejected. It is to be specifically noted
that Bidders should not submit the GIR number instead of the PAN, as the Bid is liable to be rejected
on this ground.
The Company’s right to reject Bids
In case of QIB Bidders, the Company, in consultation with the BRLMs, may reject Bids provided that the
reason for rejecting the Bid shall be provided to such Bidders in writing. In case of Non-Institutional
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Bidders and Retail Individual Bidders, the Company will have a right to reject Bids based on technical
grounds only. Consequent refunds shall be made as described in this Draft Red Herring Prospectus and
will be sent to the Bidder’s address at the Bidder’s risk.
Grounds for Technical Rejections
Bidders are advised to note that Bids are liable to be rejected on, inter alia, the following technical
grounds:
1. Amount paid does not tally with the amount payable for the highest value of Equity Shares
Bid for;
2. Age of first Bidder not given;
3. In case of partnership firms, Equity Shares may be registered in the names of the individual
partners and no firm as such shall be entitled to apply;
4. Bids by persons not competent to contract under the Indian Contract Act, 1872 including minors
and insane persons;
5. PAN photocopy/PAN communication not given;
6. Bids for lower number of Equity Shares than specified for that category of investors;
7. Bids at a price less than the lower end of the Price Band;
8. Bids at a price more than the higher end of the Price Band;
9. Bids at Cut-off Price by Non-Institutional Bidders and QIB Bidders;
10. Bids for a number of Equity Shares, which are not in multiples of [●];
11. Category not ticked;
12. Multiple Bids;
13. In the case of a Bid under power of attorney or by limited companies, corporates, trusts etc.,
relevant documents are not submitted;
14. Bids accompanied by Stockinvest/money order/postal order/cash;
15. Signature of sole and/or joint Bidders missing;
16. Bid cum Application Form does not have the stamp of the BRLMs or the Syndicate Members;
17. Bid cum Application Form does not have the Bidder’s depository account details;
18. Bid cum Application Form is not delivered by the Bidder within the time prescribed as per the
Bid cum Application Form and the Red Herring Prospectus and as per the instructions in the Red
Herring Prospectus and the Bid cum Application Form;
19. In case no corresponding record is available with the Depositories that matches three parameters,
namely, names of the Bidders (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary account number;
20. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
21. Bids by QIBs not submitted through members of the Syndicate;
22. Bids by OCBs;
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23. Bids by U.S. residents or U.S. persons excluding “Qualified Institutional Buyers” as defined in
Rule 144A under the Securities Act or other than in reliance on Regulation S under the
Securities Act;
24. Bids by persons who are not eligible to acquire Equity Shares under any applicable law, rule,
regulation, guideline or approval, inside India or outside India;
25. Bids in respect where the Bid cum Application form do not reach the Registrar prior to the
finalisation of the basis of Allotment;
26. Bids where clear funds are not available in Escrow Accounts as per final certificate from the
Escrow Collection Banks;
27. Bids by any person outside India if not in compliance with applicable foreign and Indian Law;
28. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly
by SEBI or any other regulatory authority;
29. Bids not uploaded in the Book would be rejected; and
30. Bids or revision thereof by QIB Bidders and Non – Institutional Bidders where the Bid
amount is in excess of Rs. 100,000, uploaded after 3.00 pm or any such time as prescribed by
Stock Exchange on the Bid / Issue closing Date.
Equity Shares in Dematerialised form with NSDL or CDSL
As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be
allotted only in a dematerialised form (i.e., not in the form of physical certificates but fungible statements
issued in electronic mode).
In this context, two tripartite agreements have been signed among the Company, the respective
Depositories and the Registrar to the Issue:
(a) an agreement dated [●], 2007 among NSDL, the Company and the Registrar to the Issue; and
(b) an agreement dated [●], 2007 among CDSL, the Company and the Registrar to the Issue.
Bidders will be allotted Equity Shares only in dematerialised mode. Bids from any Bidder without
relevant details of his or her depository account are liable to be rejected.
1. A Bidder applying for Equity Shares must have at least one beneficiary account with the
Depository Participants of either NSDL or CDSL prior to making the Bid.
2. The Bidder must necessarily fill in the details (including the beneficiary account number and
Depository Participant’s identification number) appearing on the Bid cum Application Form or
Revision Form.
3. Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the Bidder.
4. Names in the Bid cum Application Form or Bid Revision Form should be identical to those
appearing in the account details with the Depository. In case of joint holders, the names should
necessarily be in the same sequence as they appear in the account details with the Depository.
5. If incomplete or incorrect details are given under the heading “Bidders Depository Account
Details’ in the Bid cum Application Form or Bid Revision Form, it is liable to be rejected.
6. The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid
cum Application Form vis-à-vis those recorded with his or her Depository Participant.
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7. Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic
connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity Shares are
proposed to be listed have electronic connectivity with CDSL and NSDL.
8. The trading of the Equity Shares would be in dematerialised form only for all investors in the
demat segment of the respective Stock Exchanges.
COMMUNICATIONS
All future communications in connection with Bids made in this Issue should be addressed to the
Registrar to the Issue quoting the full name of the sole or first Bidder, Bid cum Application Form number,
details of Depository Participant, number of Equity Shares applied for, date of Bid cum Application
Form, name and address of the member of the Syndicate where the Bid was submitted and cheque or draft
number and issuing bank thereof.
Investors can contact the Contact Person/Compliance Officer or the Registrar to the Issue in the case of
any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, credit of allotted
shares in the respective beneficiary accounts, refund orders etc.
PAYMENT OF REFUND
Bidders should note that on the basis of the name of the Bidders, Depository Participant’s name,
Depository Participant identification number and beneficiary account number provided by them in the Bid
cum Application Form, the Registrar to the Issue will obtain from the Depository the Bidder’s bank
account details including a nine digit MICR code. Hence, Bidders are advised to immediately update their
bank account details as appearing on the records of the Depository Participant. Please note that failure to
do so could result in delays in credit of refunds to Bidders at the Bidder’s sole risk and neither the
Company, the Syndicate Members and the Escrow Collection Banks nor the BRLMs shall have any
responsibility and undertake any liability for the same.
Mode of making refunds
The payment of refund, if any, would be done through various modes in the following order
of preference:
1. ECS - Payment of refund would be done through ECS for applicants having an account at any of
the following 15 centres: Ahmedabad, Bengaluru, Bhubaneshwar, Chandigarh, Chennai,
Guwahati, Hyderabad, Jaipur, Kanpur, Kolkata, Mumbai, Nagpur, New Delhi, Patna and
Thiruvananthapuram. This mode of payment of refunds would be subject to availability of
complete bank account details including the nine-digit MICR code as appearing on a cheque leaf
from the Depository. The payment of refund through ECS is mandatory for applicants having a
bank account at any of the 15 centres named hereinabove, except where the applicant is
otherwise disclosed as eligible to receive refunds through direct credit or RTGS.
2. NEFT - Payment of refund may be undertaken through NEFT wherever the applicants’ bank
has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a
MICR, if any, available to that particular bank branch. IFSC Code will be obtained from the
website of RBI as at a date immediately prior to the date of payment of refund, duly mapped
with MICR numbers. Wherever the applicants have registered their nine digit MICR number
and their bank account number while opening and operating the demat account, the same will
be duly mapped with the IFSC Code of that particular bank branch and the payment of refund
will be made to the applicants through this method.
3. Direct Credit—Applicants having their bank account with the Refund Banker shall be eligible to
receive refunds, if any, through direct credit. Charges, if any, levied by the Refund Bank(s) for
the same will be borne by the Company.
4. RTGS—Applicants having a bank account at any of the 15 centres detailed above, and whose
Bid Amount exceeds Rs. 1.0 million, shall have the option to receive refunds, if any, through
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RTGS. Such eligible applicants who indicate their preference to receive refunds through RTGS
are required to provide the IFSC code in the Bid cum Application Form. In the event of failure to
provide the IFSC code in the Bid cum Application Form, the refund shall be made through the
ECS or direct credit, if eligibility is disclosed. Charges, if any, levied by the Refund Bank(s) for
the same will be borne by the Company. Charges, if any, levied by the applicant’s bank
receiving the credit will be borne by the applicant.
5. Please note that only applicants having a bank account at any of the 15 centres where clearing
houses for ECS are managed by the RBI are eligible to receive refunds through the modes
detailed hereinabove. For all the other applicants, including applicants who have not updated
their bank particulars along with the nine-digit MICR Code, the refund orders will be dispatched
“Under Certificate of Posting” for refund orders of value up to Rs. 1,500 and through Speed
Post/Registered Post for refund orders of Rs. 1,500 and above. Some refunds will be made by
cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par
at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or
demand drafts at other centres will be payable by the Bidders.
Interest on refund of excess Bid Amount
The Company shall pay interest at the rate of 15% per annum on the excess Bid Amount received if
refund orders are not dispatched within 15 days from the Bid/Issue Closing Date.
DISPOSAL OF APPLICATIONS AND APPLICATIONS MONEY AND INTEREST IN CASE

OF DELAY
The Company shall ensure dispatch of Allotment advice, transfer advice or refund orders and give benefit
to the beneficiary account with Depository Participants and submit the documents pertaining to the
Allotment to the Stock Exchanges within 15 days of the Bid/Issue Closing Date. The Company shall
dispatch refunds above Rs. 1,500, if any, by registered post or speed post at the sole or first Bidder’s sole
risk, except for Bidders who have opted to receive refunds through the ECS facility or RTGS or
Direct Credit.
The Company shall use its best efforts to ensure that all steps for completion of the necessary formalities
for Allotment and trading at all the Stock Exchanges where the Equity Shares are proposed to be listed are
taken within seven working days of the finalisation of the basis of Allotment.
In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI
Guidelines, we further undertake that:
• Allotment of Equity Shares only in dematerialised form shall be made within 15 days of the
Bid/Issue Closing Date;
• Dispatch refund orders, except for Bidders who have opted to receive refunds through the Direct
Credit, NEFT, RTGS and ECS facility, shall be made within 15 days of the Bid/Issue Closing
Date; and
• The Company shall pay interest at 15% per annum for any delay beyond the 15 day time period as
mentioned above, if Allotment is not made or if, in a case where the refund or portion thereof is made
in electronic manner, the refund instructions have not been given to the clearing system in the
disclosed manner, and/or demat credits are not made to investors within the 15 day time period
prescribed above as per the Guidelines issued by the Government of India, Ministry of Finance,
pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter
No. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified
by SEBI’s Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines.
The Company will provide adequate funds required for dispatch of refund orders or Allotment
advice to the Registrar to the Issue.
No separate receipts shall be issued for the money payable on the submission of Bid cum Application
Forms or Revision Forms. However, the collection centre of the Syndicate Members will acknowledge
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the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder
the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum
Application Form for the records of the Bidder.
Save and except refunds effected through the electronic mode, i.e., ECS, NEFT, direct credit or RTGS,
refunds will be made by cheques, pay orders or demand drafts drawn on a bank appointed by us, as an
Escrow Collection Bank and payable at par at places where Bids are received, except for Bidders who
have opted to receive refunds through the ECS facility. Bank charges, if any, for encashing such cheques,
pay orders or demand drafts at other centres will be payable by the Bidders.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A
of the Companies Act, which is reproduced below:
“Any person who:
(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any
shares therein, or
(b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any
other person in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years”.
ALLOTMENT
Basis of Allotment
A. For Retail Individual Bidders
• Bids received from Retail Individual Bidders at or above the Issue Price shall be grouped
together to determine the total demand under this portion. The Allotment to all successful
Retail Individual Bidders will be made at the Issue Price.
• The Issue size less Allotment to Non-Institutional Bidders and QIB Bidders shall be
available for Allotment to Retail Individual Bidders who have bid in the Issue at a price that
is equal to or greater than the Issue Price.
• If the valid Bids in this portion are less than or equal to [●] Equity Shares at or above the
Issue Price, full Allotment shall be made to Retail Individual Bidders to the extent of their
valid Bids.
• If the valid Bids in this portion are greater than [●] Equity Shares at or above the Issue
Price, the allocation shall be made on a proportionate basis of not less than [●] Equity
Shares and in multiples of one Equity Share thereafter. For the method of proportionate
basis of allocation, refer below.
B. For Non-Institutional Bidders
• Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped
together to determine the total demand under this portion. The Allotment to all successful
Non-Institutional Bidders will be made at the Issue Price.
• The Issue size less allocation to QIB Bidders and Retail Individual Bidders shall be
available for allocation to Non-Institutional Bidders who have bid in the Issue at a price that
is equal to or greater than the Issue Price.
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• If the valid Bids in this portion are less than or equal to [●] Equity Shares at or above the
Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their
valid Bids.
• If the valid Bids in this portion are greater than [●] Equity Shares at or above the Issue
Price, allocation shall be made on a proportionate basis of not less than [●] Equity Shares
and in multiples of one Equity Share thereafter. For the method of proportionate basis of
allocation, refer below.
C. For QIB Bidders
• Bids received from QIB Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this portion. The allocation to QIB Bidders will be made
at the Issue Price.
• The QIB Portion shall be available for allocation to QIB Bidders who have bid in the Issue
at a price that is equal to or greater than the Issue Price.
• Allotment shall be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be
determined as follows:
(i) If bids from Mutual Funds exceed 5% of the QIB Portion, allocation to Mutual Funds
shall be made on a proportionate basis for up to 5% of the QIB Portion.
(ii) If the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, then all
Mutual Funds shall get full Allotment to the extent of valid Bids received above the
Issue Price.
(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be
available to QIB Bidders as set out in (b) below.
(b) In the second instance allocation to all Bidders shall be determined as follows:
(i) In the event of an oversubscription in the QIB Portion, all QIB Bidders who have
submitted Bids above the Issue Price shall be Allotted Equity Shares on a proportionate
basis for up to 95% of the QIB Portion.
(ii) Mutual Funds who have received allocation as per (a) above, for less than the number
of Equity Shares bid for by them, are eligible to receive Equity Shares on a
proportionate basis along with other QIB Bidders.
(iii) Under subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be
included for allocation to the remaining QIB Bidders on a proportionate basis.
The BRLMs, the Registrar to the Issue and the Designated Stock Exchange shall ensure that the basis of
Allotment is finalised in a fair and proper manner in accordance with the SEBI Guidelines. The drawing
of lots (where required) to finalise the basis of Allotment shall be done in the presence of a public
representative on the Governing Board of the Designated Stock Exchange.
Procedure and Time of Schedule for Allotment and demat Credit of Equity
The Issue will be conducted through a “100% Book Building Process” pursuant to which the members of
the Syndicate will accept bids for the Equity Shares during the Bidding Period. The Bidding Period will
commence on [●], 2008 and expire on [●], 2008. Following the expiration of the Bidding Period, the
Company, in consultation with the BRLMs, will determine the Issue Price, and, in consultation with the
BRLMs, the basis of allocation and entitlement to Allotment based on the bids received and subject to
confirmation by the BSE/NSE. Successful bidders will be provided with a confirmation of their allocation
(subject to a revised confirmation of allocation) and will be required to pay any unpaid amount for the
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Equity Shares within a prescribed time. The SEBI Guidelines require the Company to complete the
Allotment to successful bidders within 15 calender days of the expiration of the Bidding Period. The
Equity Shares will then be credited and Allotted to the investors’ demat accounts maintained with the
relevant depository participant. Upon approval by the Stock Exchanges, the Equity Shares will be listed
and trading will commence.
Method of proportionate basis of Allotment
In the event the Issue is oversubscribed, the basis of Allotment shall be finalised by the Company, in
consultation with the BRLMs and the Designated Stock Exchange. The executive director or managing
director (or any other senior official nominated by them) of the Designated Stock Exchange along with
the BRLMs and the Registrar to the Issue shall be responsible for ensuring that the basis of Allotment is
finalised in a fair and proper manner. Allotment to Bidders shall be made in marketable lots on a
proportionate basis as explained below:
(a) Bidders will be categorised according to the number of Equity Shares applied for by them.
(b) The total number of Equity Shares to be Allotted to each category as a whole shall be arrived at
on a proportionate basis, which is the total number of Equity Shares applied for in that category
(number of Bidders in the category multiplied by the number of Equity Shares applied for)
multiplied by the inverse of the oversubscription ratio.
(c) The number of Equity Shares to be allotted to the successful Bidders will be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for by each Bidder in that
category multiplied by the inverse of the oversubscription ratio.
(d) If the proportionate Allotment to a Bidder is a number that is more than [●] but is not a multiple
of one (which is the market lot), the decimal will be rounded off to the higher whole number if
that decimal is 0.5 or higher. If that number is lower than 0.5, it will be rounded off to the lower
whole number. Allotment to all Bidders in such categories shall be arrived at after such
rounding off.
(e) In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the
Allotment shall be made as follows:
• Each successful Bidder shall be Allotted a minimum of [●] Equity Shares; and
• The successful Bidders out of the total Bidders for a portion shall be determined by the
drawing of lots in a manner such that the total number of Equity Shares Allotted in that
category is equal to the number of Equity Shares calculated in accordance with
(c) above; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity
Shares Allotted to the Bidders in that portion, the remaining Equity Shares available for
Allotment shall be first adjusted against any other category, where the Equity Shares are not
sufficient for proportionate Allotment to the successful Bidders in that category. The balance of
Equity Shares, if any, remaining after such adjustment will be added to the category comprising
Bidders applying for the minimum number of Equity Shares.
Illustration of Allotment to QIBs and Mutual Funds (“MF”)
Issue details
Particulars Issue details
Issue size 200 million Equity Shares

Allocation to QIB (at least 60% of the Issue) 120 million Equity Shares
Of which:
a. Reservation For Mutual Funds, (5%) 6 million Equity Shares
b. Balance for all QIBs including Mutual Funds 114 million Equity Shares
Number of QIB applicants 10
335
Number of Equity Shares applied for 500 million Equity Shares
Details of QIB Bids
No. of shares bid for

S. No. Type of QIBs (in million)
1. A1 50
2. A2 20
3. A3 130
4. A4 50
5. A5 50
6. MF1 40
7. MF2 40
8. MF3 80
9. MF4 20
10. MF5 20
11. Total 500
__________
* A1-A5: (QIBs other than Mutual Funds), MF1-MF5 (QIBs which are Mutual Funds)
Details of Allotment to QIBs Applicants
Aggregate
Allocation of 5% Allocation of 95% allocation to
Type of QIB Shares bid for Equity Shares Equity Shares Mutual Funds
(I) (II) (III) (IV) (V)

(Number of equity shares in million)
A1 50 0 11.52 0
A2 20 0 4.60 0
A3 130 0 29.94 0
A4 50 0 11.52 0
A5 50 0 11.52 0
MF1 40 1.2 8.97 9.68
MF2 40 1.2 8.97 9.68
MF3 80 2.4 17.96 20.36
MF4 20 0.6 4.49 5.09
MF5 20 0.6 4.49 5.09
500 6 114 49.99
Notes:
1. The illustration presumes compliance with the requirements specified in this Draft Red Herring
Prospectus in the section entitled “Issue Structure” at page 307 of this Draft Red Herring Prospectus.
2. Out of 120 million Equity Shares allocated to QIBs, 6 million (i.e., 5%) will be Allotted on a
proportionate basis among five Mutual Fund applicants who applied for 200 million Equity Shares in
the QIB Portion.
3. The balance 114 million Equity Shares i.e., 120 - 6 (available for Mutual Funds only) will be Allotted
on a proportionate basis among 10 QIB Bidders who applied for 500 million Equity Shares
(including 5 Mutual Fund applicants who applied for 200 million Equity Shares).
4. The figures in the fourth column entitled “Allocation of balance 114 million Equity Shares to QIBs
proportionately” in the above illustration are arrived at as explained below:
For QIBs other than Mutual Funds (A1 to A5) = Number of Equity Shares Bid for × 114/494
For Mutual Funds (MF1 to MF5) = (No. of shares bid for (i.e., in column II of the table above) less
Equity Shares Allotted (i.e., column III of the table above) × 114/494
336
The numerator and denominator for arriving at the allocation of 114 million Equity Shares to the
10 QIBs are reduced by 6 million shares, which have already been Allotted to Mutual Funds in the
manner specified in column III of the table above.
Letters of Allotment or Refund Orders
The Company shall credit each Equity Share Allotted to the applicable beneficiary account with its
Depository Participant within 15 days of the Bid/Issue Closing Date. Applicants residing at 15 centres
where clearing houses are managed by the RBI will get refunds through ECS only (subject to availability
of all information for crediting the refund through ECS) except where the applicant is otherwise disclosed
as eligible to receive refunds through direct credit and RTGS. In the case of other applicants, the Bank
shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by “Under Certificate of Posting”,
and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post, except for
Bidders who have opted to receive refunds through the ECS facility. Applicants to whom refunds are
made through electronic transfer of funds will be sent a letter (refund advice) through ordinary post
informing them about the mode of credit of refund within 15 days of the Closing of Issue.
Undertakings by the Company
The Company undertakes as follows:
• that complaints received in respect of this Issue shall be dealt with expeditiously and satisfactorily;
• that all steps will be taken for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be
listed within seven working days of finalisation of the basis of Allotment;
• that the Company shall apply in advance for the listing of Equity Shares;
• that the funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the Issue by us;
• that where refunds are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within 15 days of the Bid/Issue Closing Date, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
• that the refund orders or Allotment advice to the Non-Resident Bidders shall be dispatched within the
specified time; and
• that except for the Pre-IPO Placement no further issue of Equity Shares shall be made until the
Equity Shares offered through the Red Herring Prospectus and the Prospectus are listed or until the
Bid monies are refunded on account of non-listing, under-subscription etc.
Utilisation of Issue proceeds
The Board of Directors certifies that:
• all monies received out of the Issue shall be credited/transferred to a separate bank account other than
the bank account referred to in Section 73(3) of the Companies Act;
• details of all monies utilised out of the Issue shall be disclosed under an appropriate heading in the
balance sheet of the Company indicating the purpose for which such monies have been utilised;
• details of all unutilised monies out of the Issue, if any, shall be disclosed under the appropriate head
in the balance sheet of the Company indicating the form in which such unutilised monies have been
invested; and
The Company shall not have recourse to the proceeds of the Issue until the final listing and trading
approvals from all the Stock Exchanges have been obtained.
337
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the
Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below.
Please note that the each provision herein below is numbered as per the corresponding article number
in the Articles of Association. Certain defined terms used in the Articles of Association are set forth
below. All other defined terms used in this section have the meaning given to them in the Articles of
Association.
Shares
Further Issue of Shares
Article 3 (g)
Where at the time after the expiry of two years from the formation of the company or at any time after
the expiry of one year from the allotment of shares in the company made for the first time after its
formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by
allotment of further shares either out of the unissued capital or out of the increased share capital then -
1. Such (further) shares shall be offered to the persons who, at the date of the offer, are holders of
the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital
paid-up on those shares at the date;
2. The offer aforesaid shall be made by notice specifying the number of shares offered and limiting
a time not being less than fifteen days from the date of the offer within which the offer, if not
accepted, will be deemed to have been declined;
3. Unless the Articles otherwise provide, the offer aforesaid shall be deemed to include a right
exercisable by the person concerned to renounce the shares offered to him or any of them in
favour of any other person; and the notice referred to in above shall contain a statement of this
right;
4. After the expiry of the time specified in the notice aforesaid, on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered, the
Board of directors may dispose of them in such manner as they think most beneficial to the
Company.
Notwithstanding anything stated above, the further shares aforesaid may be offered to any
persons in (whether or not those persons includes the persons referred to in clause (a) above) in
any manner whatsoever:
(a) If a special resolution to that effect is passed by the Company in the general meeting, or
(b) Where no such special resolution is passed, if the votes cast (whether on show of hands,
or on a poll, as the case may be) in favour of the proposal contained in the resolution
moved in that general meeting (including the casting vote, if any, of the Chairman) by
members who, being entitled so do, vote in person, or where proxies are allowed, by
proxy, exceed the votes, if any, cast against the proposal by members so entitled and
voting and the Central Government is satisfied, on an application made by the Board of
directors in this behalf, that the proposal is not beneficial to the Company
Nothing in sub-clause (4) of (g) hereof shall be deemed:

a) To extend the time within which the offer should be accepted ; or
b) To authorise any person to exercise the right of renunciation for a second time on the
ground that the person in whose favour the renunciation was first made has declided
to take the shares comprised in the renunciation.
Nothing in this Article 3(g) shall apply-

(a) To the increase of the subscribed capital of the Company caused by the exercise of an
option attached to debentures issued or loans raised by the Company-
338
(i) To convert such debentures or loans into shares in the Company, or
(ii) To subscribe for shares in the Company (whether such option is conferred in these
Articles or otherwise):
Provided that the terms of issue of such debentures or the terms of such loans include a
term providing for such option and such term:
i) Either has been approved by the Central Government before the issue of
debentures or raising of the loans, or is in conformity with the rules, if any, made
by that Government in this behalf; and
ii) In the case of debentures or loans other than debentures issued to, or loans
obtained from, the Government or any Institution specified by the Central
Government in this behalf, has also been approved by a special resolution passed
by the Company in general meeting before the issue of debentures or raising of
the loans.
Shares at the Disposal of the Directors
Article 4
Subject to the provisions of Sec.81 of the Act and these Articles, the shares in the capital of the
company for the time being shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such proportions and on such terms
and conditions and either at a premium or at par or ( subject to the compliance with the provision of
Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with
the sanction of the company in the General Meeting to give to any person or persons the option or
rights to call for any shares either at par of premium during such time and for such consideration as the
Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or
part of any properties sold and transferred or for any services rendered to the company in the conduct
of its business and any shares which may so be allotted may be issued as fully paid up shares and if so
issued, shall be deemed to fully paid shares. Provided that option or right to call of shares shall not be
given to any person or persons without the sanction of the company in the General Meeting.
Share Certificates
Article 12
1) The certificate of title to shares shall be issued under the seal of the Company and shall be
issued, sealed and signed in conformity with the provisions of the Companies (Issue of Shares
Certificates) Rules, 1960 or any statutory modification or re-enactment thereof for the time being in
force. Any two or more joint allottees or owners of a share shall, for the purpose of this Article, be
treated as a single member and the Certificate of any shares may be delivered to the first named person
of such joint allottee or owners on behalf of all of them. The Company shall comply with provisions of
Section 113 of the Act.
2) The Company shall, within three (3) months after the allotment of any of its shares, debenture
stock and within one month after application for the registration of transfer of any such shares,
debenture stock deliver in accordance with the procedure laid down in Section 53 of the Companies
Act, 1956, the certificates of all the shares and debentures, and the certificates of all debentures of the
debenture stocks allotted or transferred unless the conditions of issue of the shares, debentures of
debenture stock otherwise, provide or the Company is prohibited by any provision of law or order of
any court, tribunal or authority.
3) The Company shall issue "Share/Debenture Certificates in marketable lots and where share/
debenture certificates are issued for either more or less than marketable lots, sub-division/
consolidation into marketable lots shall be done free of charge".
4) (a) The Board of Directors may renew a Share Certificate or issue a duplicate of a share
Certificate, if such share certificate
i) is proved to have been lost or destroyed to the satisfaction of the Company and on
execution of such indemnity as the company deem aadequate; or
339
ii) having been defaced or mutilated or torn is surrendered to the Company; or
iii) is old decrepit or worn out or where the pages on the reverse for recording transfers
are fully utilised.
b) Provided that notwithstanding what is stated in sub-clause(a) above, the Directors

shall comply with such Rules or Regulations or requirements of any Stock Exchange or the
Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956
or any other Act, or Rules applicable in this behalf.
c) The Company shall not charge any fee for sub-division or consolidation of share and
debenture certificates or for sub-division of letter of allotment or for splitting consolidation or
renewal of pucca transfer receipts into denominations corresponding to the market units of
trading or for issue of new certificates in replacement of those which are old or torn out or
where the cages of the reverse for recording transfers have been fully utilised, provided
however that the Company may not entertain an application for sub- division/consolidation of
share or debenture certificate(s) as the case may be into denominations less than respective
market units of trading, except where such sub- division/consolidation is necessitated to make
the existing holding of the said competent transfer or transferee into market lot or to comply
with order of a court of law or authority or in cases wherein the opinion of the Board, it is
necessary so to do to mitigate hardship.
d) The Company shall not charge any fees exceeding those which may be agreed upon
with the Stock Exchange on which the shares are listed for issue of new certificates in
replacement of these which are torn, defaced, lost or destroyed or sub-division or
consolidation of shares and debentures certificates or for sub-division of letter of allotment for
splitting, consolidation or renewal of pucca transfer receipts into denomination other than
those fixed for the market units of trading.
e) The provisions of sub-clause (4) above shall mutatis mutandis apply to the
debentures of the Company.
Transfer and Transmission of Shares
Article 16
(a) (i) ‘The instrument of transfer i.e. Form 7B shall be in writing and all provisions of Section
108 of the Companies Act, 1956 and statutory modifications thereof for the time being shall be
duly complied with in respect of all transfer of shares and registration thereof.
(ii) The instrument of transfer of any share in the Company shall be executed by or on behalf of
both the transferor and transferee. The transferor shall be deemed to remain a holder of the share
until the name of the transferee is entered in the Register of members.
(b) Subject to the provisions of Section 111 of the Companies Act, 1956 and Section 22A of the
Securities Contracts (Regulation) Act, 1956, the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of
shares whether fully paid or not and the right of refusal, shall not be affecte4d by the
circumstances that the proposed transferee is already a member of the Company but in such cases,
the Directors shall within one month from the date on which the instrument of transfer was lodged
with the Company, send to the transferee and transferor notice of the refusal to register such
transfer provided that registration of transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the company on any
account whatsoever except when the company has a lien on the shares. Transfer of
shares/debentures in whatever lot shall not be refused.
(c) The Board of Directors may after giving not less than seven days previous notice by advertisement
in some newspaper circulation in the district in which Registered office of the Company is
situated, close Register of Members or the Register of debenture holders for any periods not
exceeding in the aggregate forty five days or such maximum period as may be permissible in Law
340
or prescribed by the Stock exchange where the securities issued by the Company are listed, in each
year but not exceeding thirty days at any one time
(d) The Company shall not charge any fees:
i) for registration of transfers, sub-division and consolidation of shares and debentures,

certificates and for letters of allotment.
ii) for sub-division of renouncible letters or right;
iii) for issue of new certificates in replacement to those which are old, descript or worn out or
where the cages on the reverse for recording transfers have been fully utilized; and
iv) for registration of any Power of Attorney, Probate, letter of administration of death certificate
or similar other documents.
(e) the transfer shall be effected within one month.
(f) provided that the registration of a transfer shall not be refused on the grounds of the transferor
being either alone or jointly with any other person(s) indebted to the company on any account
whatsoever.
Calls on Shares
Article 13
(a) (i) The Board may, from time to time may call upon the members in respect of any monies unpaid
on their shares (whether on account of the nominal value of the shares or by way of premium) and
not by the conditions of allotment thereof made payable at fixed times. Provided that no call shall
exceed one-fourth of the share or be payable at less than one month from the date fixed for the
payment of the last preceding call.
(ii) Each member shall subject to receiving atleast fourteen day's notice specifying the time or times
and place of payment pay to the company at the time or times and place so specified the amount
called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(iv) the option or right to call of shares shall not be given to any person except with the sanction of
the Issuer in General Meetings.
(b) A call shall be deemed to have been made at the time when the resolution of the Board authorising
the Call was passed and may be required to be paid by installments.
(c) The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
(d) (i) If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof the person from whom the sum is due shall bear interest thereon from the day appointed
for payment thereof, to the time of actual payment at 18% per annum or at such lower rate, if
any as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
(e) (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed
date whether on account of the nominal value of the share or by way of premium shall, for the
purpose of these Regulations be deemed to be a call duly made payable on the date on which by
the terms of issue such sum becomes payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these Regulations as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified. Provided that any amount be paid in advance
341
of calls on any shares, such amount may carry interest not less than 15% p.a. but shall not in
respect thereof confer a right to dividend or to participate in profits. The Directors may at any
time repay the amount so advanced. The members shall not be entitled to any voting rights in
respect of the moneys so paid by him until the same would but for such payment, become
presently payable.
(f) The provisions of Article (e) shall mutatis mutandis apply to the debentures of the Company.
Company’s Lien on Shares/Debentures
Article 14 (a)
The Company shall have a first and paramount lien upon all the Shares (other than fully paid up shares)
registered in the name of the each member (Whether solely or jointly with others) and upon the
proceeds of sale thereof for all moneys (whether payable or not) called or payable at a fixed time in
respect of such shares and no equitable interest in any share shall be created except upon the footing the
condition that Article II thereof will have full effect. And such lien shall extend to all dividends and
bonuses from time to time declared in respect of such shares. Unless otherwise agreed the registration
of a transfer of shares shall operate as a waiver of the Company's lien on any such shares. The
Directors may at any time declare any shares wholly or in part to be exempt from the provisions of this
clause.
Article 14 (f)
The provisions of these articles shall mutatis mutandis apply to the calls on debentures of the
Company.
Terms of Issue of Debentures
Article 19
The Company shall have power to issue debentures but in exercising this power the provisions of
Section 56(3), 64, 67, 70 to 74, 108 to 113, 117 to 123, 128, 129, 133, 134, 152, 154, 170(2) and (b),
187 and 292 or any statutory modifications thereof shall be complied with.
Debentures, debenture stock, bonds or other securities conferring the right to allotment or conversion
into share or the option right to call for allotment of shares shall not be issued except with the sanction
of the Company in General Meeting.
Any Debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denominations and
with any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending
(but not voting) at the General Meeting, appointment of Directors and otherwise Debentures with the
right to conversion into or allotment of shares shall be issued only with the consent of the Company in
the General Meeting by a Special Resolution.
Unpaid or Unclaimed Dividend
Article 84
The Board shall transfer the unpaid dividends within 7 days of the expiry of 30 days of the date of
declaration of the dividend to a special account with a schedule Bank to be called as: “Unpaid Dividend
Account of the Company”. If the unpaid dividend is not so transferred, the Company shall pay interest
at the rate of 12% per annum. Any money transferred, to the Unpaid Dividend Account of the
Company which remains unpaid or unclaimed for a period of seven years from the date of such
transfer, shall be transferred by the Company to the “Investor Education and Protection Fund”
established by the Central Government. No person can make any claim from the Investor Education
and Protection Fund. There shall be no forfeiture of unclaimed dividends before the claim becomes
barred by law.
342
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on
by our Company or entered into more than two years before the date of this DRHP), which are or may
be deemed material have been entered or to be entered into by our Company. These contracts, copies of
which have been attached to the copy of this DRHP, delivered to the RoC for registration and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office/corporate
office of our Company from 10.00 am to 4.00 pm on working days, from the date of this DRHP until
the Bid/Issue Closing Date.
Material Contracts to the Issue
1. Letters of appointment, dated December 7, 2007, to the Book Running Lead Managers from our
Company appointing them as the Book Running Lead Managers.
2. Memorandum of Understanding between our Company and the Book Running Lead Managers,
dated December 14, 2007.
3. Memorandum of Understanding between our Company and Registrar to the Issue, dated
November 14, 2007.
4. Escrow Agreement, dated [•], 2007 between our Company, the Book Running Lead Managers,
the Escrow Banks and the Registrar to the Issue.
5. Syndicate Agreement, dated [•], 2007 between our Company, the Book Running Lead Managers
and the Syndicate Members.
6. Underwriting Agreement, dated [•], 2007 between our Company, the Book Running Lead
Managers and Syndicate Members.
7. Agreement, dated [•], 2007 between NSDL, our Company and the Registrar to the Issue.
8. Agreement, dated [•], 2007 between CDSL, our Company and the Registrar to the Issue.
9. Share subscription agreement dated November 24, 2006 with Sabre Abraaj Infrastructure Private
Limited, Tara India Fund III and Mr. Alla Ayodhya Rami Reddy, Mr. Yancharla Ratnakar
Nagaraja, Mr. Alla Dakshyani, Mr. Y.N. Madhu Rani, Mr. Alla Dasaratha Rami Reddy, Mr. A.
Veeraraghavamma, Ramky Finance and Investment Private Limited, Master A. Sharan (minor)
represented by Mr. Alla Ayodhya Rami Reddy and Master A. Ishan (minor) represented by Alla
Ayodhya Rami Reddy.
10. Share purchase agreement dated December 7, 2007 between Mr. Alla Ayodhya Rami Reddy
with International Finance Corporation
Material Documents
1. Our Memorandum and Articles, as amended from time to time.

2. Board resolution, dated December 7, 2007 authorizing the Issue.
3. Shareholders’ resolution, dated December 7, 2007 authorizing the Issue.
4. Board resolution, dated June 20, 2006 fixing remuneration of our Managing Director.
5. Summary Statements of Assets and Liabilities and Summary Statement of Profits and Losses, as
Restated and Cash Flows, as Restated, under Indian GAAP as at and for the years ended March
31, 2007, 2006 2005 2004 and 2003 and 2002 and for the three months ended June 30, 2007,
audited by Visweswara Rao & Associates, Chartered Accountants and their audit report on the
same, dated November 22, 2007.
343
6. Certificate, dated December 13, 2007 from the Auditors in relation to the funds deployed by the
Company for investment in Subsidiaiers as mentioned in the section “Objects of the Issue”.
7. Copies of annual reports of our Company for the years ended March 31, 2003, 2004, 2005, 2006
and 2007.
8. Consent of our Auditors for inclusion of their reports on restated financial statements and
auditors report on audited financial statements as at and for the Financial Year ended March 31,
2007 and for the period ended June 30, 2007, in the form and context in which they appear in the
DRHP.
9. Non-compete undertaking dated December 10, 2007 executed by Ramky Estates and Farms
Private Limited in favour of the Company.
10. General powers of attorney executed by our Directors in favour of person(s) for signing and
making necessary changes to this DRHP and other related documents.
11. Consents of Bankers to the Company, Book Running Lead Managers, Syndicate Members,
Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue, Domestic Legal Counsel
to the Company, Domestic Legal Counsel to the Book Running Lead Manager, International
Legal Counsel to the Book Running Lead Managers/Company, Directors of the Company,
Company Secretary and Compliance Officer, as referred to, in their respective capacities.
12. Initial listing applications, dated [•], 2007 and [•], 2007 filed with the BSE and NSE
respectively.
13. In-principle listing approval, dated [•], 2007 and [•], 2007 from the BSE and NSE respectively.
14. Due diligence certificate, dated December 14, 2007 to SEBI from the Book Running Lead
Managers.
Any of the contracts or documents mentioned in this DRHP may be amended or modified at any time,
if so required in the interest of the Company or if required by the other parties, without reference to the
shareholders, subject to compliance of the provisions contained in the Companies Act and other
relevant statutes.
344
DECLARATION
All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of
India or the guidelines issued by Securities and Exchange Board of India, as the case may be, have
been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the
provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the
rules made thereunder or guidelines issued, as the case may be. We further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF THE COMPANY
Alla Ayodhya Rami Reddy
Yancharla Ratnakar Nagaraja
Ravi Kant
Rajiv Maliwal
Archana Niranjan Hingorani
Kamlesh Shivji Vikamsey
V. Murahari Reddy
P.G. Sastry
P.V. Narasimham
V. Harish Kumar
SIGNED BY THE CHIEF FINANCIAL OFFICER
Vankayala.Venkateswara Rao
Date: December 14, 2007

Place: Hyderabad
345

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DRAFT RED HERRING PROSPECTUS

Dated December 14, 2007

Ramky Infrastructure Limited

RISKS IN RELATION TO FIRST ISSUE

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

BID/ISSUE OPENING DATE [●], 2008

BID/ISSUE CLOSING DATE [●], 2008

DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 4

Company Related Terms

Articles/Articles of The articles of association of the Company as amended.

ESOP 2006 Employee Stock Option Plan, 2006 of the Company.

ESPS 2006 Employee Share Purchase Scheme, 2006 of the Company.

Subsidiaries The subsidiaries of the Company, being MDDA-Ramky IS Bus

Bid An indication to make an offer during the Bidding Period by a

Companies Act The Companies Act, 1956, as amended.

Depositories NSDL and CDSL.

Depositories Act The Depositories Act, 1996, as amended.

Depository Participant/DP A depository participant as defined under the Depositories Act.

Designated Stock Exchange [●].

Indian GAAP Generally accepted accounting principles in India.

Refund Banker (s) [●].

Securities Act The U.S. Securities Act of 1933, as amended.

Stock Exchanges The BSE and the NSE.

Syndicate Members [●].

Underwriters The BRLMs and the Syndicate Members.

Abbreviation Full Form

AS Accounting Standards as issued by the Institute of Chartered

BSE The Bombay Stock Exchange Limited.

CAGR Compound Annual Growth Rate calculated in the DRHP as follows:

CDSL Central Depository Services (India) Limited.

CSIDC Chhattisgarh State Industrial Development Corporation Limited.

CST Central Sales Tax Act, 1956.

DIN Directors Identification Number.

EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation.

ECS Electronic Clearing System.

EGM Extraordinary General Meeting.

EPS Earnings Per Share.

ESI Employee’s State Insurance.

ESIC Employee’s State Insurance Corporation.

FCNR Account Foreign Currency Non-Resident Account.

FII Foreign Institutional Investors, as defined under the Securities and

FIPB The Foreign Investment Promotion Board of the Government of India.

GDP Gross Domestic Product.

GoI/Government of India/ The Government of India.

IFRS International Financial Reporting Standards.

IFC International Finance Corporation.

IPO Initial Public Offering.

IRDA The Insurance Regulatory and Development Authority constituted

IT Act The Income Tax Act, 1961, as amended.

MICR Magnetic Ink Character Recognition.

N.A. Not Applicable.

NAV Net Asset Value.

NRE Account Non-Resident External Account.

NRO Account Non-Resident Ordinary Account.

NSDL National Securities Depository Limited.

NSE The National Stock Exchange of India Limited.

p.a. Per annum.

PAN Permanent Account Number.

P/E Ratio Price/Earnings Ratio.