BSEInsider Trading / SAST1d ago · 24 Jul 2026, 10:04 am
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for Axis Trustee Services Ltd
Afcons Infrastructure Ltd · 544280
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Axis Trustee Services Ltd has released an encumbrance over 9,20,72,053 shares of Afcons Infrastructure Ltd, representing 25.03% of the company's total share capital, in its capacity as a pledgee.
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Afcons Infrastructure Ltd - 544280 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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ATSL/CO/26-27/ 2764
July 23, 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza,
Dalal Street, Fort Bandra-Kurla-Complex, Bandra (East)
Mumbai 400 001 Mumbai – 400 051
E-mail: corp.relations@bseindia.com Email: takeover@nse.co.in
Afcons Infrastructure Limited
16, Afcons House, Veera Desai
Road, Shah Industrial Estate,
Andheri (West), Mumbai
Maharashtra, 400053
Subject: Disclosure under Regulation 29(2) read with Regulation 29(4) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(“Takeover Regulations”)
Dear Madam/Sir,
We write in our capacity as the pledgee for various facility.
In this connection, pursuant to Regulation 29(2) the Takeover Regulations, we submit the enclosed
disclosure in respect of release of encumbrance over the equity shares of Afcons Infrastructure Limited
in our favour. We wish to clarify that we do not hold any beneficial interest in the shares, and the
encumbrance on the shares have been released by us in our capacity of common security trustee
pursuant to Regulation 29 of the Takeover Regulations.
We request you to take the same on record and acknowledge the same.
Yours faithfully,
For Axis Trustee Services Limited
Authorised Signatory
Disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 (“Takeover Regulations”)
Name of the Target Company (TC) Afcons Infrastructure Limited
Name(s) of the acquirer and Persons Acting in Axis Trustee Services Limited (ATSL) acting as Pledgee.
Concert (PAC) with the acquirer
Whether the acquirer belongs to Promoter/ No
Promoter group
Name(s) of the Stock Exchange(s) where the BSE Limited
shares of TC are Listed National Stock Exchange of India Limited
Details of the acquisition/disposal as follows Number % w.r.t. total % w.r.t. total
share/voting diluted
capital share/voting
wherever capital of the
applicable (*) TC (**)
Before the acquisition under consideration,
holding of:
a) Shares carrying voting rights Nil Nil Nil
b) Shares in the nature of encumbrance 9,20,72,053 25.03% 25.03%
(pledge/ lien/ non-disposal undertaking/ (See Note below) (See Note (See Note
others) below) below)
c) Voting rights (VR) otherwise than by Nil Nil Nil
shares
d) Warrants/ convertible securities/ any Nil Nil Nil
other instrument that entitles the acquirer
to receive shares carrying voting rights in
the TC (specify holding in each category)
e) Total (a+b+c+d) 9,20,72,053 25.03% 25.03%
Details of acquisition/ sale:
a) Shares carrying voting rights acquired/ Nil Nil Nil
sold
Nil Nil Nil
b) VRs acquired/ sold otherwise than by
shares
c) Warrants/ convertible securities/ any Nil Nil Nil
other instrument that entitles the acquirer
to receive shares carrying voting rights in
the TC (specify holding in each category)
acquired/ sold
9,20,72,053 25.03% 25.03%
d) Shares encumbered/ invoked/ released
(See Note below) (See Note (See Note
by the acquirer
below) below)
e) Total (a+b+c+/-d) 9,20,72,053 25.03% 25.03%
After the acquisition/ sale, holding of:
a) Shares carrying voting rights Nil Nil Nil
b) Shares encumbered with the acquirer Nil Nil Nil
Nil Nil Nil
c) VRs otherwise than by shares
d) Warrants/ convertible securities/ any Nil Nil Nil
other instrument that entitles the acquirer
to receive shares carrying voting rights in
the TC (specify holding in each category)
after acquisition
e) Total (a+b+c+d) Nil Nil Nil
Mode of acquisition/ sale (e.g. open market / Release of encumbrance (See note below)
off-market/ public issue/ rights issue/
preferential allotment/ inter-se transfer etc)
Date of acquisition/ sale of shares/ VR or date 21 July 2026
of receipt of intimation of allotment of shares,
whichever is applicable
Equity share capital/ total voting capital of the Rs. 3,67,78,46,310 (consisting share quantity of
TC before the said acquisition/ sale 3,67,78,46,31 of face value Rs. 10 each)
Equity share capital/ total voting capital of the Rs. 3,67,78,46,310 (consisting share quantity of
TC after the said acquisition/ sale 3,67,78,46,31 of face value Rs. 10 each)
Total diluted share/ voting capital of the TC Rs. 3,67,78,46,310 (consisting share quantity of
after the said acquisition/ sale 3,67,78,46,31 of face value Rs. 10 each)
(*) Total share capital/ voting capital taken as per the latest filing done by the Target Company to the Stock
Exchange under Clause 35 of the Listing Agreement.
(**) Diluted share/ voting capital means the total number of shares in the Target Company assuming full
conversion of the outstanding convertible securities/ warrants into equity shares of the Target Company.
Note :
Goswami Infratech Private Limited (“GIPL”), pursuant to debenture trust deed dated 26 June 2023 (as
amended or amended and restated from time to time) (“GIPL Debenture Trust Deed”) entered into
between GIPL and Axis Trustee Services Limited in its capacity as the debenture trustee (“GIPL
Debenture Trustee”), issued debentures to certain debenture holders (the “GIPL Debentures”).
As disclosed in our previous disclosure dated 8 May 2025, pursuant to the terms of the GIPL Debenture
Trust Deed, a pledge over 100% share capital of GIPL was created by SP Finance Private Limited (“SP
Finance”) and SC Finance and Investments Private Limited (“SC Finance”) in favour of Axis Trustee
Services Limited as the GIPL Debenture Trustee and GIPL had agreed to certain covenants in relation
thereto (the “GIPL Pledge”). Separately, GIPL created a pledge over 1,85,13,453 shares of Afcons
constituting 5.03% of the share capital of Afcons in favour of Axis Trustee Services Limited as the GIPL
Debenture Trustee (the “Initial Afcons Pledge”). As on date, SP Finance and SC Finance collectively
own 100% share capital of GIPL and GIPL owns 9,20,72,053 shares in Afcons, due to which an indirect
encumbrance was created on the entire shareholding of GIPL in Afcons.
Capespan Investment Private Limited (“Capespan”), pursuant to debenture trust deed dated 15
December 2025 (as amended or amended and restated from time to time) entered into between
Capespan and Axis Trustee Services Limited in its capacity as the debenture trustee (“Capespan
Debenture Trustee”), issued debentures to certain debenture holders (the “Capespan Debentures”).
As disclosed in our previous disclosure dated 19 December 2025, pursuant to the terms of the
transaction documents, on 17 December 2025, SP Finance and SC Finance have extended the GIPL
Pledge in favour of Axis Trustee Services Limited in its capacity as the common security trustee (the
“Common Security Trustee”) who shall continue to hold the GIPL Pledge as the Common Security
Trustee for the benefit of the debenture holders of the GIPL Debentures and the Capespan Debentures;
and further pursuant to the terms of the transaction documents, GIPL, on 17 December 2025, has
extended the Initial Afcons Pledge in favour of Axis Trustee Services Limited as the Common Security
Trustee who shall continue to hold the Initial Afcons Pledge for the benefit of the debenture holders of
the GIPL Debentures and the Capespan Debentures.
As disclosed in our previous disclosure dated 19 May 2026, 7,35,58,600 shares of Afcons held by GIPL
were locked-in pursuant to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
The lock-in on 7,35,58,600 shares of Afcons held by GIPL was subsequently released and pursuant to
the terms of the transaction documents, GIPL, on 15 May 2026, created a pledge on 7,35,58,600 shares
of Afcons held by it for the benefit of the debenture holders of the GIPL Debentures and the Capespan
Debentures (“Subsequent Afcons Pledge”).
Please note that GIPL Debentures and Capespan Debentures have now been redeemed (in full) and
accordingly, the GIPL Pledge, the Initial Afcons Pledge and the Subsequent Afcons Pledge have been
released and such release has been recorded in the depository system on 21 July 2026.
Yours faithfully,
For Axis Trustee
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