Ramky Infrastructure Limited has successfully executed a Share Purchase Agreement for the sale of its subsidiary Visakha Pharmacity Limited shares to Brij Gopal Construction Company Private Limited. The transaction, valued at ₹165.24 crores, was completed on March 30, 2026, following the board approval granted on March 28, 2026.

Transaction Execution and Financial Details

The company has received the full consideration amount of ₹165.24 crores for the transfer of 91,80,000 equity shares representing 51% stake in Visakha Pharmacity Limited. The share transfers will be completed within the timeframes specified in the Share Purchase Agreement.

Visakha Pharmacity Financial Performance Overview

Visakha Pharmacity Limited's contribution to Ramky Infrastructure's consolidated financials demonstrates the subsidiary's operational significance. The financial metrics highlight the subsidiary's performance during 2024-25.

Board Authorization and Regulatory Compliance

The board meeting held on March 28, 2026, from 05:45 PM to 06:15 PM, had previously authorized the Managing Director and Chief Financial Officer to finalize the Share Purchase Agreement terms. This transaction aligns with the approval accorded by company members through a postal ballot process initiated on December 27, 2023, with results declared on January 28, 2024.

Transaction Structure and Buyer Details

The sale involves transferring Ramky Infrastructure's entire 51% shareholding in Visakha Pharmacity Limited to Brij Gopal Construction Company Private Limited, which does not belong to the promoter group. The transaction is classified as a non-related party transaction and will be completed within 10 days from the SPA execution date.

Regulatory Disclosure Framework

Ramky Infrastructure has provided comprehensive disclosures under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 following the Share Purchase Agreement execution. The announcement was communicated to both NSE and BSE, signed by Company Secretary N. Kesava Datta, ensuring adherence to corporate governance standards and regulatory protocols.

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

Corporate Guarantee for MWSL Loan Facility

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

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

Material Related Party Transactions Framework

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

Key Related Party Entities and Transaction Values

Voting Process and Timeline

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

Business Rationale and Strategic Context

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

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

Regulatory Compliance and Governance

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

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