Shapoorji Pallonji and Company Private Limited has filed a revised disclosure with stock exchanges regarding the pledge of equity shares in Afcons Infrastructure Limited, addressing regulatory compliance requirements under SEBI takeover regulations. The company submitted the revised disclosure on March 10, 2026, following feedback from stock exchanges regarding the initial filing made on February 17, 2026.

Revised Disclosure Details

The revision specifically addresses the requirement to include lender name details in the pledge disclosure documentation, as highlighted by the stock exchanges in their communication dated March 10, 2026. The company has now provided comprehensive details about the encumbrance arrangement.

Shareholding and Encumbrance Structure

Shapoorji Pallonji and Company Private Limited maintains a significant stake in Afcons Infrastructure Limited with comprehensive encumbrance arrangements across its holdings. The latest pledge brings the total encumbered shareholding to substantial levels.

Multiple Encumbrance Events

The disclosure reveals a complex structure of pledge arrangements with different entities and purposes. The company has encumbered shares through multiple events, with the latest pledge created in favor of Catalyst Trusteeship Limited for working capital requirements from JM Financial Credit Solutions Limited along with other investors.

Previous Encumbrance Details

The earlier encumbrance of 4,44,46,470 shares was created on June 25, 2025, representing a second charge arrangement. This was in addition to an initial first charge created on November 07, 2024, in favor of Catalyst Trusteeship Limited (Trustee) and Housing Development Finance Corporation Limited (Lender).

Valuation and Security Cover

The pledged shares carry substantial value based on market prices at the time of encumbrance creation. The valuation details demonstrate adequate security cover for the underlying obligations.

Regulatory Compliance

The revised disclosure demonstrates the company's commitment to meeting SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 requirements. The document was signed by R M Nentin, Director (DIN: 00004884), ensuring proper authorization and compliance with regulatory standards. The disclosure confirms that more than 50% of Shapoorji Pallonji's shareholding in Afcons Infrastructure Limited has been encumbered, triggering enhanced disclosure requirements under securities regulations.

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.