Punj Lloyd Limited has disclosed the execution of a share purchase agreement for the divestment of its majority stake in aviation subsidiary Punj Lloyd Aviation Limited. The transaction, completed on March 31, 2026, represents a strategic move by the company to divest non-core assets.

Transaction Details

The share purchase agreement involves the sale of 84.6% shareholding in Punj Lloyd Aviation Limited to Diversified India Growth Fund. Key transaction parameters are outlined below:

Buyer Profile

Diversified India Growth Fund is an alternative investment scheme of Diversified India Growth Trust, registered as a Category II Alternative Investment Fund with SEBI. The fund operates under registration number IN/AIF2/25-26/1819 under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. The fund acts through its Investment Manager, Dickey Asset Management Private Limited.

Importantly, the buyer does not belong to the promoter, promoter group, or group companies of Punj Lloyd Limited, making this an arm's length transaction with an independent third party.

Subsidiary Performance

Punj Lloyd Aviation Limited did not generate any revenue during the last financial year FY2024-2025. This lack of operational revenue likely influenced the company's decision to divest its majority stake in the aviation subsidiary.

Regulatory Compliance

The transaction does not fall within the scope of related party transactions, as confirmed by the company in its regulatory disclosure. The sale is also not part of any scheme of arrangement, and compliance with regulation 37A of LODR Regulations is not applicable for this transaction.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full transparency with stakeholders and regulatory authorities.

Punj Lloyd Limited has entered into a definitive agreement to divest its complete shareholding in subsidiary Spectra Punj Lloyd Limited to Diversified India Growth Fund. The transaction, formalized through a share purchase agreement dated March 31, 2026, represents a strategic divestment move by the engineering and construction company.

Transaction Details

The key parameters of the divestment transaction are outlined below:

Subsidiary Performance

Spectra Punj Lloyd Limited, the subsidiary being divested, generated total revenue of INR 15,000 in the last financial year FY 24-2025. The subsidiary's contribution to Punj Lloyd's overall business operations will cease upon completion of the transaction.

Buyer Profile

Diversified India Growth Fund serves as the acquiring entity in this transaction. The fund operates as an alternative investment scheme under Diversified India Growth Trust and maintains registration as a Category II Alternative Investment Fund with SEBI. Key details about the buyer include:

• Registration Number: IN/AIF2/25-26/1819
• Investment Manager: Dickey Asset Management Private Limited
• Regulatory Framework: Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
• Relationship Status: No connection to Punj Lloyd's promoter, promoter group, or group companies

Regulatory Compliance

The transaction adheres to regulatory requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Punj Lloyd has confirmed that the sale does not constitute a related party transaction and is being executed outside any scheme of arrangement. The company previously provided initial intimation regarding this transaction on February 13, 2026, followed by the formal disclosure upon agreement execution.

Strategic Implications

The divestment of Spectra Punj Lloyd Limited marks Punj Lloyd's complete exit from this subsidiary operation. The transaction structure indicates an arm's length dealing with an independent financial buyer, ensuring compliance with corporate governance standards. The simultaneous agreement date and expected completion date of March 31, 2026 suggests an expedited transaction timeline.