Ramky Infrastructure Limited has announced that the Board of Directors of the company has approved the Scheme of Amalgamation for the merger of its wholly owned subsidiaries—Sehore Kosmi Tollways Limited and Ramky Elsamex Hyderabad Ring Road Limited—with Ramky Infrastructure Limited. This decision was made during a meeting held on January 23, 2025, and is subject to necessary statutory and regulatory approvals.

The merger aims to improve efficiency across the combined business by eliminating inter-corporate dependencies, reducing overhead costs, and streamlining operations. The company expects to maximize shareholder value through this strategic move, ensuring optimal use of resources and a simplified corporate structure by merging multiple companies within the group.

Key Details:

• Ramky Infrastructure Limited has reported a revenue of INR 2,033.19 Crore for the year ended March 31, 2024, with a net worth of INR 1,259.14 Crore.
• The Transferor Companies, Sehore Kosmi Tollways Limited and Ramky Elsamex Hyderabad Ring Road Limited, had minimal revenue during the last financial year. Sehore Kosmi reported zero revenue with a net worth of -10.21 Crore, while Ramky Elsamex reported zero revenue and a net worth of 48.11 Crore.

Exemptions and Compliance:

The merger scheme is exempt from the arm’s length requirement as per Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Furthermore, as these are wholly owned subsidiaries, no new shares will be issued, and no changes will occur in the shareholding pattern of Ramky Infrastructure Limited. Therefore, there will be no requirement for valuation, and no issues will arise concerning related party transactions.

Business Areas:

The Transferor Companies are involved in significant infrastructure projects:

• Sehore Kosmi Tollways Limited is engaged in the development, operation, and maintenance of the Sehore-Icchawar-Kosmi road section on a DBFOT (Toll and Annuity) basis.
• Ramky Elsamex Hyderabad Ring Road Limited focuses on the construction and operation of an Eight-lane access-controlled expressway as part of the Hyderabad Outer Ring Road Project under the BOT (Annuity) model.

On the other hand, Ramky Infrastructure Limited has over 31 years of experience in executing government infrastructure projects, working with the Govt. of India, various State Governments, and public sector undertakings across multiple states and union territories.

Rationale for Amalgamation:

The primary objective behind this merger is to reduce administrative overheads, eliminate duplication of activities, and maximize shareholder value by streamlining the operations of the company and simplifying its corporate structure. The transaction will optimize resources and facilitate better management of the group's projects.

As there will be no share issuance in the merger, there will be no change in the shareholding pattern of Ramky Infrastructure Limited.

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