Afcons Infrastructure promoter Shapoorji Pallonji and Company Private Limited has filed an official regulatory disclosure regarding the creation of a fresh pledge on 1,22,34,940 equity shares on February 16, 2026. The disclosure, submitted under SEBI regulations on February 17, 2026, was communicated to both BSE Limited and National Stock Exchange of India Limited where the company's shares are listed.

Official Regulatory Filing Details

The pledge disclosure was made under Regulation 31(1) of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011, following the format prescribed by SEBI Circular No. SEBI/HO/CFD/DCRI/CIR/P/2019/90 dated August 07, 2019. The document was signed by F.K. Bhathena, Director of Shapoorji Pallonji and Company Private Limited (DIN: 00010075), and addressed to both stock exchanges where Afcons Infrastructure trades under scrip code 544280 on BSE and symbol AFCONS on NSE.

Pledge Specifications and Valuation

The pledged shares were valued at Rs 3,99,22,60,922 based on the NSE closing price of Rs 326.30 per share on February 16, 2026. On BSE, the shares were valued at Rs 3,99,10,37,428 at Rs 326.20 per share on the same date. The pledge has been created in favor of Catalyst Trusteeship Limited as debenture trustee for working capital requirements, securing an amount of Rs 170 crore with a security cover ratio of 2.347.

Complete Promoter Holdings Now Encumbered

With this latest pledge, Shapoorji Pallonji now has 100% of its shareholding in Afcons Infrastructure encumbered. The promoter holds a total of 5,66,81,410 shares, representing 15.41% of the company's total share capital. This includes a previous pledge of 4,44,46,470 shares (12.08% of share capital) created on June 25, 2025, in favor of SBICAP Trustee Company Limited for a working capital facility from a consortium of lenders led by State Bank of India.

Regulatory Compliance and Documentation

The official disclosure document confirms that the encumbered shares represent 100% of Shapoorji Pallonji's shareholding in Afcons Infrastructure, which constitutes 78.41% of the promoter's total holdings. The filing includes detailed annexures providing comprehensive information about existing encumbrances, security cover ratios, and the specific purpose of fund utilization. The document was copied to Mr. Gaurang Parekh, Company Secretary & Compliance Officer of Afcons Infrastructure Limited, ensuring proper communication channels as per regulatory requirements.

Afcons Infrastructure Limited conducted its Q3 FY26 earnings conference call on February 11, 2026, providing detailed insights into the company's financial performance and operational challenges. The call was hosted by DAM Capital Advisors and featured key management personnel including Executive Chairman Subramanian Krishnamurthy, Managing Director Paramasivan Srinivasan, CFO Ramesh Kumar Jha, and Head of Corporate Strategy Hitesh Singh.

Financial Performance and Key Metrics

The management reiterated the company's Q3 FY26 financial results during the earnings call:

For the nine-month period, total income stood at ₹9,545 crore with EBITDA of ₹1,269 crore, representing a margin of 13.3%. The company reported exceptional items of ₹76.51 crore related to new Labour Code provisions implemented by the Government of India.

Order Book Status and L1 Position Updates

The company maintains a robust order book of ₹32,635 crore with recent additions including marine contracts worth ₹1,400 crore and a road project exceeding EUR 100 million in Uganda. However, significant developments emerged regarding L1 positions:

Management expressed confidence in achieving the annual order inflow guidance despite delays in L1 conversions. The Croatia railway project, being the largest contract ever awarded by Croatia, is at an advanced stage with all government approvals completed.

Operational Challenges and Execution Issues

Several factors impacted the company's execution during Q3 FY26. The Jal Jeevan Mission projects in Uttar Pradesh continue to face payment delays, with outstanding amounts of ₹405 crore and a balance order book of ₹530 crore. Management noted some improvement in January with ₹15 crore received, but cautioned about the overall situation.

The high-speed rail project faces continued delays with the second consignment of Tunnel Boring Machine (TBM) still awaiting clearance from concerned ministries. However, other components of the project have achieved 30% completion, with NATM tunneling and related works progressing well.

Arbitration Awards and Financial Impact

The company received a significant arbitration award of ₹165 crore related to the Chenab Bridge project during the quarter. Management clarified that approximately 23-24% of this amount flows to EBITDA, with the remainder covering associated costs. An additional ₹115 crore related to the same project remains under arbitration proceedings.

International Operations and Gabon Project

A notable development involved the encashment of a bank guarantee worth ₹191 crore equivalent in the Gabon project. The company explained that this relates to a PPP project with the Gabonese government where more than 90% work is completed. ICC arbitration has commenced, and management expressed confidence in recovering the amount through the arbitration process.

Growth Outlook and Management Commentary

Despite execution challenges, management maintained optimism about achieving 5% revenue growth for FY26, with 10% growth still possible. Executive Chairman Krishnamurthy highlighted the company's recognition as the Most Innovative Knowledge Enterprise for the eighth consecutive year and CII's Grand Award for being the most innovative company across all sectors.

The company's bid pipeline remains robust at ₹3.8 trillion spread across multiple geographies, with 35% in urban infrastructure, 30% in hydro and underground, 20% in marine and industrial, and 15% in surface transport. Management expects normalization of execution pace as pending approvals and scope changes get resolved.