Corporate Governance | Afcons Infrastructure Ltd

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Board of directors

Shapoor Pallonji Mistry

Chairman

Shapoorji Pallonji Mistry is a Non-Executive Chairman on the Board of our Company. He holds a bachelor’s degree in arts (business administration and economics) from Richmond College, London. He is the non-executive chairman of Shapoorji Pallonji and Company Private Limited since March 21, 2014. He has 37 years of experience in construction, real estate, infrastructure, water, oil & gas and renewable energy sector. He is on the board of directors of companies such as Shapoorji Pallonji and Company Private Limited, Forbes & Company Limited and Sterling Investment Corporation Private Limited, among others.

Subramanian Krishnamurthy

Executive Vice Chairman

Subramanian Krishnamurthy is an Executive Vice Chairman (Whole-time Director) on the Board of our Company. He holds a bachelor’s degree (honours) in mechanical engineering from Regional Engineering College, Faculty of Engineering, University of Madras and a postgraduate diploma in industrial engineering from the National Institute for Training in Industrial Engineering (NITIE). He has been honoured with the Degree of Doctor of Letters (D.Litt.), in recognition and appreciation of the contribution for the society in the field of academics, infrastructural development and corporate leadership, from the Kalinga Institute of Industrial Technology (KIIT), Bhubaneswar, Odisha and the Bharat Shiromani Award 2004 by the Shiromani Institute. He has also been awarded with the Distinguished Alumnus Award by National Institute of Technology, Tiruchirappalli for excellence in corporate/ industry. He has over 42 years of experience in the construction and engineering sector. He has been associated with our Company since November 15, 2002. Prior to joining our Company, he was previously associated with Hindustan Construction Company Limited.

Paramasivan Srinivasan

Managing Director

Paramasivan Srinivasan is a Managing Director on the Board of our Company. He holds a bachelor’s degree in commerce from Faculty of Commerce, Madurai University. He is a fellow member of the Institute of Cost Accountants of India and the Institute of Company Secretaries of India. He is also a Stanford Certified Project Manager. He has over 40 years of experience in finance, secretarial and legal. He has been associated with our Company since June 10, 2002. Prior to joining our Company, he was previously associated with State bank of Travancore and Fouress Engineering (India) Limited. He is currently on the board of directors of companies such as Afcons (Mid east) Constructions and Investments Private Limited and Afcons Corrosion Protection Private Limited. He was a member of the banking & finance committee of the Bombay Chamber of Commerce and Industry. He is also Co-Chair (Roads & Highways), FICCI Committee on Transport Infrastructure.

Giridhar Rajagopalan

Deputy Managing Director

Giridhar Rajagopalan is a Deputy Managing Director on the Board of our Company. He holds a bachelor’s degree in engineering from Sardar Patel College of Engineering, University of Bombay. He has over 42 years of experience in methods and technology sector. He has been associated with our Company since March 6, 2009. Prior to joining our Company, he was previously associated with Peninsula Land Limited. He is currently on the board of directors of companies such as Institute for Lean Construction Excellence and Afcons Corrosion Protection Private Limited.

Umesh Narain Khanna

Non- Executive Director

Umesh Narain Khanna is a Non-Executive Director on the Board of our Company. He holds a bachelor’s degree of science in engineering (electrical) from Agra University and a master’s degree in engineering (electrical) from University of Roorkee and a master of business administration from The University of Hull. He has over 42 years of experience in launching and expanding businesses & markets, business policy & planning and in International Marketing and Contracts Management for power and non-power industries. He has been associated with our Company since August 22, 2012. He is Group Head - Coordination at the Shapoorji Pallonji and Company Private Limited. Prior to joining our Company, he was previously associated with BF-NTPC Energy Systems Limited.

Anurag Kumar Sachan

Independent Director

Anurag Kumar Sachan is an Additional Independent Director on the Board of our Company. He holds a bachelor’s degree in engineering (civil) from the Maulana Azad College of Tech, Bhopal and has completed the Indian Railways Higher Administrative Grade Program from Carnegie Mellon University. He is a fellow of the Indian Institution of Technical Arbitrators and a member of the Chartered Institute of Logistics & Transport – India. He has over 37 years of experience in infrastructure, railways and freight. Prior to joining our Company, he was previously associated with the Dedicated Freight Corridor Corporation of India Limited and Northern Railway.

Sitaram Janardan Kunte

Independent Director

Sitaram Janardan Kunte is an Additional Independent Director on the Board of our Company. He holds a bachelor’s degree in arts (honours course) from the University of Delhi, a bachelor’s degree in law from Lala Lajpatrai Charitable Foundation’s College of Law, University of Mumbai and a master’s degree in arts from the University of Delhi. He has over 36 years of experience in administration, revenue, health and housing. Prior to joining our Company, he was previously associated with the Government of Maharashtra.

Rukhshana Jina Mistry

Independent Director

Rukhshana Jina Mistry is an Additional Independent Director on the Board of our Company. She is a qualified chartered accountant. She has been a practicing chartered accountant for over 34 years.

Cherag Sarosh Balsara

Independent Director

Cherag Sarosh Balsara is an Additional Independent Director on the Board of our Company. He holds a bachelor’s degree in commerce from the Sydenham College of Commerce and Economics, University of Bombay, a bachelor’s and a master’s degree in law from Government Law College, University of Bombay. He has over 31 years of experience as an advocate on the rolls of the Bar Council of Maharashtra & Goa.

Atul Sobti

Independent Director

Atul Sobti is an Additional Independent Director on the Board of our Company. He holds a bachelor’s degree in engineering (mechanical) from the University of Allahabad, a diploma course in project management from Punjabi University and a postgraduate diploma in international management from the International Management Institute, India. He has over 43 years of experience in administration, finance and management. Prior to joining our Company, he was previously associated with Bharat Heavy Electricals Limited and Standing Conference of Public Enterprises.

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IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the Red Herring Prospectus of Afcons Infrastructure Limited (the “Company”) dated October 18, 2024 (the “Red Herring Prospectus”) filed with the Registrar of Companies, Maharashtra at Mumbai (“RoC”) and thereafter with the Securities and Exchange Board of India (“SEBI”), and BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), the corrigendum dated October 19, 2024 (the “RHP Corrigendum”), the addendum dated October 22, 2024 (the “RHP Addendum”) and the corrigendum to the RHP addendum dated October 23, 2024 (“Second Corrigendum”) and the prospectus dated October 29, 2024 (collectively, the Red Herring Prospectus, the RHP Corrigendum, the RHP Addendum, the Second Corrigendum and the Prospectus are the “Offer Documents”) as well as the audio visual film of the Company” dated October 18, 2024 (the “IPO AV”), each in relation to the initial public offering of the equity shares of face value of ₹10 each (“Equity Shares”) of the Company (“Offer”).

THE OFFER DOCUMENTS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). THE IPO AV IS BEING MADE AVAILABLE ON THIS WEBSITE IN ACCORDANCE WITH CIRCULAR ON “AUDIOVISUAL (AV) PRESENTATION OF DISCLOSURES MADE IN PUBLIC ISSUE OFFER DOCUMENTS” DATED MAY 24, 2024, ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. The Offer Documents have been hosted on this website as prescribed under Regulation 26 of the SEBI ICDR Regulations. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Offer Documents and the IPO AV. In accessing the Offer Documents and IPO AV, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

Each of the Offer Documents and IPO AV are directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the Offer Documents and the IPO AV, is not intended for, and may not be accessed in or by, or distributed or transmitted in, into or to, directly or indirectly, the United States of America (the “United States”) or any other jurisdiction where it is unlawful to do so. The contents of the Offer Documents and the IPO AV are for your information only, and you acknowledge that access to the Offer Documents and the IPO AV are intended for use by you only and you agree not to forward the Offer Documents and the IPO AV on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any person. No part of the contents of the Offer Documents and the IPO AV shall be copied or duplicated in any form by any means or redistributed.

The Offer Documents and the IPO AV do not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities of the Company in the United States in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction, and are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its Affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States state securities laws. Accordingly, the Equity Shares are being offered and sold only (i) within India, to Indian institutional, non-institutional and retail investors in compliance with the SEBI ICDR Regulations, (ii) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the Offer Documents as “U.S. QIBs” and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Offer Documents as QIBs) pursuant to Rule 144A or another available exemption from the registration requirements thereunder, and (iii) outside the United States to eligible investors in “offshore transactions” as defined in, and in reliance on, Regulation S (“Regulation S”) under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. No public offering of the Equity Shares or other securities is being made in the United States.

The Offer Documents and the IPO AV or any information contained on our website or in the Offer Documents and the IPO AV does not constitute, and should not be construed as, “general solicitation” or “general advertising” as defined under Regulation D of the U.S. Securities Act, or “directed selling efforts” under Regulation S.

The Company, and ICICI Securities Limited, DAM Capital Advisors Limited, Jefferies India Private Limited, Nomura Financial Advisory and Securities (India) Private Limited, Nuvama Wealth Management Limited and SBI Capital Markets Limited (collectively, the “Book Running Lead Managers”) and their respective affiliates, directors, officers, agents, representatives, advisers and employees do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. The information in the Offer Documents and the IPO AV is as of the date thereof and neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees are under any obligation to update or revise the Offer Documents and the IPO AV to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, the Book Running Lead Managers nor any of their respective affiliates, directors, officers, agents, representatives, advisers or employees accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of the Offer Documents and the IPO AV in electronic format.

Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see the section titled “Risk Factors” on page 38 of the Prospectus. The IPO AV provides only the salient features of the Offer and accordingly, potential investors should not rely on the IPO AV. Any decision on whether to invest in the equity shares must be made solely on the basis of the Prospectus.

Investors are advised not to rely on any other document, content or information provided on the Offer on the internet / online websites/ social media platforms / micro-blogging platforms and by the influencers since the same is not approved/ commissioned/ paid by the Company or its promoter(s)/directors/KMPs in any manner. Investors are advised to rely only on the information contained in the Prospectus for making investment decision.

You are accessing this website at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of this website or the Offer Documents or the IPO AV.

Failure to comply with this disclaimer may result in a violation of the applicable laws of India and other jurisdictions. Any other information contained in, or that can be accessed via our website does not constitute a part of the Offer Documents and the IPO AV.

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Legal Disclaimer – Important

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.