Ramky Infrastructure's audit record is long and unqualified, seven straight years of clean opinions from two different auditors. But the auditor's own call-outs tell a different story: prejudicial loans, subsidiary distress, and a ₹700 crore related-party NCD issue that went to shareholders without a valuation or external review.
Key findings
- A ₹700 crore NCD issue to a promoter-group lender at 15% is being pushed through without valuation or external-party review
Critical- The AGM notice dated 4 September 2026 seeks approval for wholly owned subsidiary Maha Integrated Life Sciences City Limited to issue secured NCDs up to ₹700 crore to Ardha Holding Private Limited (promoter group) at 15% per annum, with a 5-year moratorium and 10-year repayment. The security coverage ratio is 1.10 times, and no valuation or external party report was placed before the Audit Committee. This sits on a web of related-party financing the auditor twice called "prejudicial to the company's interest": interest-free unsecured loans of ₹180.78 crore to two subsidiaries outstanding as at 31 March 2020 and 31 March 2021, with no repayment schedule. - Reported profit is repeatedly shaped by large write-backs, write-offs and one-time gains
Major- The FY2022-23 consolidated PAT jumped 2,779.78% to ₹1,152.63 crore on a ₹1,294.4 crore one-time gain from extinguishment of borrowings under a One Time Settlement dated 29 March 2023. FY2025-26 included a ₹156.06 crore exceptional gain on sale of a 51% stake in Visakha Pharmacity Limited. Other income was 86.2% of profit before tax in the latest period (₹266 crore of ₹308 crore). - The subsidiary layer has been a persistent source of distress, termination, NPA, negative net worth and liquidation across FY2020-FY2026
Major- Srinagar Banihal Expressway Limited saw all bank loans become NPA, with lenders recalling loans and pursuing NCLT/DRT recovery, accumulated losses wiping out net worth, and material going-concern uncertainty. Sehore Kosmi Tollways Limited prepared financial statements on a liquidation basis, and Hospet Chitradurga Tollways Limited's project was terminated by mutual consent with NHAI. Four subsidiaries were struck off by ROC during FY2021-22. Newly incorporated Mallannasagar Water Supply Limited reported a net loss of ₹14.03 crore for its first five months, and Hyderabad STPS Limited reported a PAT loss of ₹78.79 crore in FY2025-26. - A decade-long accumulation of unresolved disputes leaves contested receivables and contingent exposures
Major- NHAI annuity deductions against Srinagar Banihal Expressway grew to ₹250.95 crore by FY2025-26, with the independent engineer recommending release of only ₹187.28 crore and no adjustments made pending arbitration. Sehore Kosmi's arbitration was dismissed by the Madhya Pradesh High Court, and Ramky Elsamex Hyderabad Ring Road's arbitral award against HMDA was set aside on 5 August 2024, forcing a Section 37 appeal. Visakha Pharmacity faces ED attachment orders of ₹133.74 crore and ₹216.18 crore from 2013 and 2015. An IBC application by Indian Overseas Bank for ₹236.64 crore was withdrawn in September 2022 after debt assignment to ARCIL. - Revenue quality is deteriorating as group receivables balloon and write-offs recur every year
Major- Debtor position rose to ₹728 crore as of 30 September 2025 from ₹576.90 crore, with most receivables due from group entities. Standalone write-offs of receivables were ₹72.43 crore in FY2025-26, ₹23.7 crore in FY2023-24, ₹30.15 crore in FY2022-23, and ₹37.2 crore in FY2020-21. Unbilled revenue stood at ₹846.3 crore as of 30 September 2025, substantially tied to the Hyderabad STPS project nearing completion. - A CBI charge sheet and two ED attachment orders totalling ₹349.92 crore against Visakha Pharmacity have persisted since FY2012-13
Major- The CBI filed a charge sheet in FY2012-13 alleging irregularities in reduction of the green belt area. The ED issued provisional attachment orders of ₹133.74 crore on 7 January 2013 and ₹216.18 crore on 26 March 2015. The Appellate Tribunal reversed the orders subject to conditions, which the subsidiary is challenging before the Telangana High Court.
What to watch
- AGM vote on ₹700 crore NCD issue. Scheduled for the 32nd Annual General Meeting per the notice dated 4 September 2026.
- FY2026-27 related-party limits. Approved via postal ballot on 24 April 2026, including a ₹6,800 crore SBEL transaction limit and ₹800 crore corporate guarantee.
- Srinagar Banihal arbitration. Expected to commence in the next year per the CEO in the Q2 FY26 transcript.
- Interest-free ICD from Ardha Holding. Now due 30 January 2029 following the extension approved via postal ballot in February 2026.
- FY2025-26 dividend record date. ₹1 per share, record date 18 September 2026.
Bottom line: This is a record with a clean audit opinion but a heavily qualified substance. The risk is concentrated in related-party financing, the promoter group lends to the company and its subsidiaries on terms the auditor has twice called prejudicial, and the company is now seeking approval for a ₹700 crore NCD to the same group without external review. The subsidiary layer carries the distress: NPA, liquidation, ED attachments and arbitration losses that have accumulated for over a decade. Watch the AGM vote and the drawdown of the FY2026-27 related-party limits.