Afcons Infrastructure Limited has issued a postal ballot notice dated February 27, 2026, seeking shareholder approval for material related party transactions (RPTs) worth ₹5,200,00,00,000 with Shapoorji Pallonji Mideast LLC (SP Mideast), a promoter group company.

Transaction Details and Structure

The proposed material RPTs comprise two key components structured around the Fahid Island Development Project in Abu Dhabi, UAE:

The infrastructure services component involves execution of subcontract works under various packages of the Project as awarded in tranches. The guarantee component covers corporate guarantees, letters of comfort, and undertakings for performance bonds (10%), mobilization advance (10%), and cash retention replacement (10%) of the subcontract value.

E-Voting Schedule and Process

The company has established a comprehensive e-voting timeline for shareholder participation:

Project Background and Strategic Rationale

SP Mideast has successfully secured the Fahid Island Development Project from Aldar Development LLC in Abu Dhabi, UAE. Following the project award, the scope has undergone significant enhancement with refined design parameters, engineering standards, and technical specifications, increasing the overall complexity and scale of infrastructure packages.

The company's management has highlighted several strategic benefits of direct participation:

• Strengthening the order book and expanding presence in Abu Dhabi's infrastructure market
• Leveraging established branch presence and proven international project delivery capabilities
• Enhanced execution oversight, technical integration, and project management efficiency
• Effective risk management and operational alignment with SP Mideast

Regulatory Compliance and Approval Framework

The transactions require shareholder approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as they exceed the materiality threshold of 10% of the company's annual consolidated turnover. The proposed transaction value represents approximately 41.44% of the company's annual consolidated turnover for the immediately preceding financial year.

Scrutinizer Appointment and Governance

The Board of Directors has appointed Mr. Mitesh Dhabliwala (Membership No. FCS 8331, COP no. 9511) and, failing him, Mr. Mohammad Pillikandlu (Membership No. FCS 10619, COP no. 14603) of Parikh Parekh & Associates, Company Secretaries, Mumbai, as scrutinizers for conducting the postal ballot through the remote e-voting system.

The postal ballot notice is available on the company's website at www.afcons.com , stock exchange websites (BSE and NSE), and NSDL's e-voting portal at www.evoting.nsdl.com . Members holding shares as of the cut-off date Friday, February 27, 2026, are eligible to participate in the voting process.

Related Party Disclosure

SP Mideast is a foreign subsidiary of Shapoorji Pallonji and Company Private Limited, which is a promoter company of Afcons Infrastructure. Individual promoters Mr. Shapoorji Mistry, Mr. Firoz C Mistry, and Mr. Zahan C Mistry, along with Non-Executive Director Mr. Pallon Mistry, are deemed interested in the proposed transactions due to their relationship with the promoter entities.

Afcons Infrastructure Limited has received a termination notice from SOCIÉTÉ AUTOROUTIERE DU GABON (SAG) for a major highway project in Gabon, following the earlier invocation of bonds by the client. The company disclosed this development under Regulation 30 of SEBI LODR.

Project Details and Current Status

The terminated contract involves the design, construction, rehabilitation, and upgradation of National Road NR1 from PK 24+000 to PK 105+000, covering approximately 117 km. The project carries a contract value of approximately EUR 113.03 million.

Company's Response and Legal Position

Afcons Infrastructure has contested the termination, stating that it believes the client's action is inconsistent with the contractual terms and applicable law. The company emphasized that the major portions of the project, approximately 93.47%, have been completed and opened to traffic nearly two years back. The remaining balance portions are awaiting land handover from the client.

The infrastructure company continues to pursue its contractual and legal remedies to address what it considers an unjustified termination. The dispute appears to center around the completion of remaining work that is dependent on land handover by the client.

Business Impact Assessment

Afcons Infrastructure has provided assurance regarding the limited impact of this termination on its broader business operations. The company stated that the dispute is project-specific in nature and does not impact the company's overall order book or operational capability.

Regulatory Compliance and Future Updates

The disclosure was made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary and Compliance Officer Gaurang Parekh signed the disclosure document, ensuring proper regulatory adherence.

Afcons Infrastructure has committed to keeping stock exchanges informed of any material developments in the matter as the legal proceedings progress. The company's proactive communication approach demonstrates its commitment to transparency with stakeholders and regulatory compliance.