Afcons Infrastructure Limited , a leading player in the infrastructure and construction sector, has announced a series of significant corporate actions through a postal ballot notice dated October 10, 2025. The company is seeking shareholder approval for several key proposals, including the appointment of new directors and the implementation of an employee stock option plan.

Board Appointments

The company has proposed the appointment of two non-executive, non-independent directors:

1. Mr. Pallon Shapoorji Mistry (DIN: 05229734), aged 33, who brings extensive experience in strategic oversight and business transformation across the Shapoorji Pallonji Group's core sectors.

2. Mr. Firoz Cyrus Mistry (DIN: 09543123), aged 29, who offers a next-generation leadership perspective and expertise in strategic formulation and governance frameworks.

Additionally, the company seeks to appoint Mr. Santosh Balachandran Nayar (DIN: 02175871), aged 71, as an Independent Director for a term of five years. Mr. Nayar brings nearly four decades of experience in banking, finance, and infrastructure sectors.

Employee Stock Option Plan 2025

A key highlight of the postal ballot is the proposed "Afcons Infrastructure Limited – Employee Stock Option Plan 2025" (ESOP 2025). The plan aims to offer up to 1,83,89,232 stock options, representing 5% of the company's outstanding share capital. Key features of the ESOP 2025 include:

• Eligibility: Employees of Afcons, its subsidiaries, and associate companies
• Vesting Period: 1 to 5 years from the date of grant
• Exercise Period: Up to 5 years from the date of vesting
• Exercise Price: To be determined by the Nomination and Remuneration Committee, with a maximum discount of 20% to the market price

Remuneration Changes for Executive Directors

The company also proposes to vary the remuneration terms for two key executives:

1. Mr. Subramanian Krishnamurthy, Executive Chairman
2. Mr. Srinivasan Paramasivan, Managing Director

The variation includes their entitlement to participate in the ESOP 2025, subject to shareholder approval.

Voting Details

The e-voting period for these resolutions is set from October 12, 2025 (9:00 A.M. IST) to November 10, 2025 (5:00 P.M. IST). The results of the postal ballot are expected to be declared by November 12, 2025.

These proposed changes reflect Afcons Infrastructure's commitment to strengthening its leadership and aligning employee interests with long-term shareholder value. The introduction of the ESOP 2025, in particular, signals the company's focus on attracting and retaining top talent in the competitive infrastructure sector.

Shareholders are advised to review the detailed postal ballot notice for comprehensive information on each proposal before casting their votes.

Afcons Infrastructure , a prominent player in the Shapoorji Pallonji Group, has recently made headlines with significant developments on both business and regulatory fronts. Let's delve into the details of these recent events.

New Contract Acquisition

Afcons Infrastructure has secured a substantial contract for civil and allied infrastructure works. The details of this contract are as follows:

This new project adds to Afcons' growing portfolio and demonstrates the company's continued competitiveness in the infrastructure sector.

Regulatory Inspection

Simultaneously, Afcons is facing increased regulatory scrutiny. The company has received an inspection letter from the Ministry of Corporate Affairs' Regional Director for the western region. Key points regarding this inspection include:

This inspection is an extension of a previous review initiated in 2024, which was disclosed in the company's prospectus dated October 29, 2024.

International Project

It's worth noting that Afcons was previously declared the lowest bidder for a significant railway project in Croatia. The project details are as follows:

Market Response

Despite the regulatory scrutiny, the market seems to have responded positively to Afcons' recent business developments:

The company's ability to secure new contracts and its potential for international expansion appear to have outweighed concerns about the ongoing regulatory inspection in investors' minds.

Afcons Infrastructure continues to navigate a complex business landscape, balancing new opportunities with regulatory challenges. The company's response to the inspection and its performance in executing the new contract will be crucial factors to watch in the coming months.