Afcons Infrastructure Ltd IPO

The IPO opens on 25 Oct 2024 & closes on 29 Oct 2024.

Afcons Infrastructure Limited originally began its operations as a civil construction firm in 1959 as a partnership between the Rodio Foundation Engineering Limited, Switzerland and Hazarat & Company, India under the name of Rodio Foundation Engineering Limited and Hazarat & Company'. Subsequently, a Company was incorporated under the name of Asia Foundations and Constructions Private Limited', pursuant to a Certificate of Incorporation dated November 22, 1976 issued by the RoC. Pursuant to an indenture dated March 22, 1977, the entire business and undertaking of the Partnership Firm i.e., Rodio Foundation Engineering Limited and Hazarat & Company was transferred to the Company as a running concern. Subsequent to the aforementioned transfer, Company became a deemed public limited company, and the name of the Company was changed from Asia Foundations and Constructions Private Limited' to Asia Foundations and Constructions Limited'. Subsequently, the name was again changed from Asia Foundations and Constructions Limited' to Afcons Infrastructure Limited' and a fresh Certificate of Incorporation dated August 14, 1996, was issued to the Company by the RoC. Afcons Infrastructure Limited is the flagship infrastructure engineering and construction company of the Shapoorji Pallonji Group. It has a strong track record of executing numerous technologically complex engineering, procurement and construction (EPC) projects both within India and internationally. The Company is engaged in marine works, highways, bridges, metro works, power houses, tunnels, oil and gas, LNG tanks and other general civil engineering projects both in India and Africa and Mideast countries. These projects cover five major infrastructure business verticals: Marine and Industrial, covering ports and harbour jetties, dry docks, wet basins, breakwaters, outfall and intake structures, liquefied natural gas tanks and material handling systems. Surface Transport, covering highways and roads, interchanges, mining related infrastructure and railways. Urban Infrastructure, covering elevated and underground metro works, bridges, flyovers and elevated corridors. Hydro and Underground, covering dams and barrages, tunnels (including large road tunnels) and underground works, water and irrigation and Oil and Gas, covering both offshore and onshore oil and gas projects. In year 1965, Rodio Foundation Engineering Limited and Hazarat & Company, India commenced marine construction operations. In 1974, Rodio Foundation Engineering Limited and Hazarat & Company, India entered in the overseas market by construction of jetty and intake structure for desalination plant at Muscat. In 1979, the Company commenced operations in bridge construction. In 1988, it entered road construction when large road projects funded by World Bank/ Asian Development Bank were put to tender. The Company shares were acquired by Sterling Investment Corporation Limited, a Shapoorji Pallonji Group Company in 2000. In 2005, the Company commenced operations in hydro segment - Kol Dam Hydro Electric Power Project in the state of Himachal Pradesh; commenced operations in rail tunnel segment - B.G. Single Line Tunnels, Katra-Laole section of Udhampur-Srinagar-Baramulla Rail Link Project. In 2024, the Company has completed the railway project in Ghana, which involves construction of the longest railway bridge in Ghana over Lake Volta, the tallest single-arch Chenab Railway Bridge in Jammu & Kashmir; Atal Highway Tunnel at 3,000 metres above sea level in Rohtang, Himachal Pradesh, MG Setu Bridge in Patna, Bihar; Annaram Barrage- a part of Kaleshwaram Lift Irrigation Project in Telangana; Fourth Container Terminal, The Jawaharlal Nehru Port Trust in Mumbai and the Lusaka City Decongestion Project first flyover in Zambia. In October 2024, the Company came up with an Initial Public Offer by raising funds aggregating to Rs 5430 Crore of Face Value of Rs 10/- each, comprising a Fresh Issue aggregating to Rs 1250 Crore and Rs 4180 Crore Equity Shares through Offer for Sale. In FY 2024-25, Company completed the major projects followed by Rehabilitation & Improvement of Water Supply System in Zanzibar- LOT 2 at Tanzania of Zanzibar Water Authority, Construction of Single Standard Gauge Railway line from Tema to Akosombo on Engineering Procurement and Construction (EPC) Basis of Ghana Railway Development Authority; Construction of elevated viaduct and 9 Nos. elevated station, Phase I of Kanpur, Uttar Pradesh of Lucknow Metro Rail Corporation Limited, Design and construction of an underground section from Howrah Maidan Station to West end of Central Station for Kolkata Metro Rail Corporation Ltd., Design and Construction of Elevated Viaduct of length 2.607 km between Gaddigodam to Sitabuldi and railway near Gaddigodam, viaduct and road cum rail flyover (double decker) of length 4.065 km including approach ramps in Reach-2, Nagpur of Maharashtra Metro Rail Corporation Limited; Design, Development, Operation & Maintenance of Smart Streets and elevated Smart Corridor including Beautification of Streets, Streetscape Design, Landscaping and intersection Redesign in Tirupati under Smart Cities mission of Tirupati Smart City Corporation. The Company opened the world's highest railway bridge in Jammu & Kashmir in FY25.

Afcons Infrastructure Ltd IPO will close on 29 Oct 2024.

<ul><li>Strong Track Record of Timely Execution of Large-Scale, Complex and High-Value Projects.</li><li>Large Order Book and Strong Financial Performance.</li><li>Collaboration among Internal Teams and with JV counterparties, and a Strategic Equipment Base leading to Strong Execution Capabilities.</li><li>Knowledge Management and Innovation Practices.</li><li>Experienced Leadership Team with Shapoorji Pallonji Group parentage.</li><li>Strong Risk Management, Project Selection and Dispute Resolution Processes.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Goswami Infratech Pvt Ltd</td> <td>244901094</td> <td>71.87</td> <td>154620316</td> <td>42.05</td> </tr> <tr> <td>2</td> <td>Shapoorji Pallonji and Company</td> <td>56681410</td> <td>16.63</td> <td>56681410</td> <td>15.41</td> </tr> <tr> <td>3</td> <td>Floreat Investments Pvt Ltd</td> <td>27667944</td> <td>8.12</td> <td>27667944</td> <td>7.52</td> </tr> <tr> <td>4</td> <td>Shapoorji Palloni Mistry</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>5</td> <td>Firoz Cyrus Mistry</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>6</td> <td>Zahan Cyrus Mistry</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>7</td> <td>Hermes Commerce Private Limite</td> <td>4054970</td> <td>1.19</td> <td>---</td> <td>1.1</td> </tr> <tr> <td>8</td> <td>Renaissance Commerce Private L</td> <td>4024619</td> <td>1.18</td> <td>---</td> <td>1.09</td> </tr> </tbody> </table>

<ul><li>If the company fails to qualify for, or win new contracts from project owners, its business, financial condition, result of operations, prospects and cash flows could be adversely affected.</li><li>The company's business significantly depends on projects awarded by government or government-owned customers, which subjects the company to a variety of risks. Such projects contributed to 69.80% of the company's Orders Book as of June 30, 2024.</li><li>The company's business is capital intensive. If its experience insufficient cash flows or are unable to access suitable financing to meet working capital requirements and loan repayment obligations,it's business,financial condition and results of operations could be adversely affected.</li><li>The company may not be able to collect receivables due from it's customers in a timely manner, or at all, which may adversely affect the company business, financial condition, results of operations and cash flows. As of June30, 2024,it's total trade receivables (including interest on arbitration awards) amounted to ?39,746.10 million.</li><li>If any of the company projects are terminated prematurely, it's may not receive payments due to it, which could adversely affect it's business, financial condition and results of operation.</li><li>The Equity Shares held by the company Promoters and certain members of the Promoter Group, which were encumbered in favor of certain lenders and Goswami Infratech Private Limited's Debenture Trustee "GIPL's Debenture Trustee"), have been released from pledge for the purpose of facilitating the Offer subject to certain conditions being fulfilled. In the event such conditions for the release of the pledge are not met, the lenders and Goswami Infratech Private Limited's Debenture Trustee may require these encumbrances to be enforced which may dilute the shareholding of it's Promoters and certain members of the Promoter Group, which could adversely affect it's business and reputation.</li><li>The Company has received an inspection letter bearing reference no. RD (WR)/Insp/AIL/1603 dated February 23, 2024, under Section 206(5) of the Companies Act from the office of the Regional Director(Western Region), Ministry of Corporate Affairs (the "RD"), wherein the RD ordered an inspection of the books of accounts and other books and papers of the Company. Further, an inspection has been conducted by the Deputy Director & Inspector, Regional Director (Western Region), Ministry of Corporate Affairs("Deputy Director & Inspector" or "DDI") in this regard and has alleged, among other things, noncompliance with Sections 129 and 134 of the Companies Act and certain accounting standards notified under the Companies Act. In the event the RD and the DDI are not satisfied with its responses or it fails to adhere to the letters issued by the RD and the DDI, it's Company, Directors and/or Key Managerial Personnel may be subject to warnings, show-cause notices and/ or penalties in the future, which would,amongst other things, adversely impact it's brand, reputation and financial condition.</li><li>There are factual inaccuracies in certain of company corporate records and corporate filings. Further,certain of it's historical corporate and secretarial records are not traceable. The Company cannot assure you that regulatory proceedings or actions will not be initiated against it in the future which may impact it's financial condition and reputation and the company will not be subject to any penalty imposed by the competent regulatory authority in this regard.</li><li>The Company is subject to risks arising from interest rate fluctuations, which could reduce the profitability of it's projects and adversel affect it's business, financial condition and results of operations.</li><li>The company's insurance coverage may be inadequate, which could have an adverse effect on its financial condition and results of operations.</li><li>There are outstanding legal proceedings involving the Company, Subsidiaries, Promoters and Directors. Any adverse decision in such proceedings may adversely affect it's business, financial condition and results of operations.</li><li>The audit reports issued in relation to the Restated Consolidated Financial Information for the three months ended June 30, 2024 and 2023 and the Financial Years 2024, 2023 and 2022, contain certain matters of emphasis.</li><li>The Company requires various statutory and regulatory permits and approvals in the ordinary course of it's business, and the company failures to obtain, renew or maintain them in a timely manner may adversely affect it's operations.</li><li>There has been certain instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties and may adversely affect it's business, financial condition and results of operations.</li><li>The Company has certain contingent liabilities and commitments that may adversely affect it's financial condition.</li><li>The Company is required to furnish bank guarantees as part of it's business. Its inability to arrange for such guarantees or the invocation of such guarantees may adversely affect it's cash flows and financial condition. As of June 30, 2024, the company had provided bank guarantees (including letters of credit )amounting toRs.143,712.60 million.</li><li>Some of its contracts are the subject of legal and arbitration proceedings. An adverse outcome from any such legal proceedings could adversely affect its business, financial condition and results of operation.</li><li>The Company's international operations and its strategy to further grow these operations expose it to complex management, legal, tax, operational and economic risks, and exchange rate fluctuations, which could adversely affect it's business, financial condition and results of operations.</li><li>The company's actual cost incurred in completing a project may vary substantially from the assumptions underlying its bid. The company may be unable to recover all or some of the additional expenses incurred, which could adversely affect its financial condition, results of operation and cash flows.</li><li>The company projects are exposed to various risks and other uncertainties, and its risk management and project selection framework may be inadequate, which may adversely affect its business, results of operations and financial condition.</li><li>The Company's Order Book may not be representative of its future results and the company actual income may be significantly less than the estimates reflected in its Order Book, which could adversely affect its results of operations.</li><li>A significant portion of its Order Book is attributable to certain large customers and to projects located in India, and its business and profitability is dependent on its ability to win projects from such customers.</li><li>The Company's depends significantly on contract labour and an inability to access contract labour at reasonable costs at its project sites may adversely affect the company's business.</li><li>Any inability to manage its employees, equipment base or inventory could result in shortages or underutilization, which could adversely affect its profitability.</li><li>One of its Group Companies has not consented to the inclusion of, nor have they provided, information or any confirmations or undertakings pertaining to themselves, which are required to be disclosed in relation to Group Companies under the SEBI ICDR Regulations in this Red Herring Prospectus. Consequently,the company cannot assure you that the disclosures relating to such Group Company are complete or up-to-date.</li><li>The Company's customers may faces challenges in securing project financing, resulting in delays in execution or cancellation of projects, which may adversely affect its business, financial condition and results of operations.</li><li>The Company's faces competition from other infrastructure construction companies when bidding for projects. If the company is unable to compete for and win projects,its business, prospects and financial condition could be adversely affected.</li><li>The Company has entered into joint venture agreements with other parties for execution of projects. Any non-compliance with the terms of these joint venture agreements may result in adverse action against the Jointly Controlled Operation and the Company by the governmental authorities /concessioning authority.</li><li>The Company's inability to meet its obligations, including financial and other covenants under its debt financing arrangements and any delay in obtaining consents from its lenders may limit the company ability to pursue its business and could adversely affect its business, financial condition, results of operations and cash flows.</li><li>The Company's incur significant depreciation and amortization expenses, which could adversely affect its results of operations.</li><li>The Company cannot assure you that the company will be able to successfully execute its growth strategies, which could affect its business, prospects, results of operations and financial condition.</li><li>For supply of certain construction materials,the company's relies on suppliers. Inadequate or interrupted supply or sub-standard quality of construction materials could adversely affect its reputation, business and results of operations.</li><li>If the company is unable to manage attrition and attract and retain skilled professionals, it may adversely affect its business prospects, reputation and future financial performance.</li><li>The failures of a JV counterparty or consortium member to perform its obligations could impose additional financial and performance obligations resulting in reduced profits or, in some cases, significant losses, and it may adversely affect its business, results of operations and financial condition.</li><li>The Company is subject to anti-bribery, anti-corruption and sanctions laws and regulations.</li><li>Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures may adversely affect its cash flows, business results of operations and financial condition.</li><li>It's business is subject to fluctuations due to seasonal, climatic and other factors.</li><li>The company relies on third parties, including sub-contractors, to complete certain projects and any failure arising from non-performance, delayed performance or inadequate quality in the performance of work by such third parties, or a failure by third-party subcontractors to comply with applicable laws, to obtain the necessary approvals, or provide services on agreed terms, could adversely affect its business,financial condition, results of operations and cash flows.</li><li>The Company's depends on its Promoters and Promoter Group, and upon completion of the Offer, the company Promoters and Promoter Group will continue to retain control over the company.</li><li>A downgrade in its credit rating could adversely affect the company ability to raise capital in the future.</li><li>The Company's business development efforts involve considerable time and expense, and its revenues may not justify expenses incurred towards business development efforts.</li><li>Obsolescence, destruction, theft, and breakdowns of its equipment or failures to repair or maintain equipment may adversely affect the company's business, cash flows, financial condition and results of operations.</li><li>Any failures to protect its intellectual property rights may adversely affect its business, financial condition and results of operation.</li><li>The Company's incur significant employee benefits expense. An increase in employee costs, including on account of changes in regulations, may prevent the company from maintaining its competitive advantage and may reduce its profitability.</li><li>The strength of the "Afcons" brand is crucial to its success, and the company may not succeed in continuing to maintain and develop its brand.</li><li>The Company's ability to operates its business, maintain the company competitive position and implement its business strategy is dependent to a significant extent on its Key Managerial Personnel and other executives.</li><li>The Company has entered into, and will continue to enter into, related-party transactions, including project execution contracts, borrowings, equipment hire, investments, advances, and property rentals, which may potentially involve conflicts of interest.</li><li>The Company's Registered Office has been mortgaged in favour of SBICAP Trustee Company Limited as security for certain facilities.</li><li>Certain premises used by the company are not registered in its name and are located on leased premises. There can be no assurance that these lease agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on same or similar commercial terms.</li><li>The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could impact its business, financial condition, cash flows and results of operations.</li><li>If the company is unable to establish and maintain an effective system of internal controls and compliances,its businesses and reputation could be adversely affected.</li><li>The Company's ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.The Company declared dividends amounting to: (i) ?2.50, ?4.00 and ?3.50 per Equity Share for Financial Years 2024, 2023, and 2022, respectively, on its Equity Shares to the company Equity shareholders;(ii) ?0.001 per Preference Share for each of the Financial Years 2024, 2023, and 2022 on its 0.01% 250,000,000 Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory Preference Shares to Goswami Infratech Private Limited; (iii) ?0.001 per Preference Share for each of the Financial Years 2024, 2023, and 2022 on its 0.01% 100,000,000 Non-Cumulative and Non-Profit Participatory Convertible Preference Shares to Floreat Investments Private Limited; and (iv) ?0.001 per Preference Share for each of the Financial Years 2024,, 2023 and 2022 on its 0.01% 100,000,000 Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory Preference Shares to Shapoorji Pallonji and Company Private Limited.</li><li>The Company has issued Equity Shares during the preceding 12 months from the date of this Red Herring Prospectus at a price which may not be indicative of the Offer Price.</li><li>The Company's Promoters and Directors are involved with ventures (other than its Subsidiaries and Joint Venture) engaged in a similar line of business activities as those undertaken by the Company, which may result in conflict of interest.</li><li>Failure, inadequacy or breach of its IT systems or unauthorized access to its confidential information could adversely affect the company business, financial condition, cash flows and results of operations.</li><li>The Company's ability to invest in foreign subsidiaries or joint ventures is constrained by applicable restrictions under Indian overseas investment laws as well as laws of the relevant international jurisdictions, which could adversely affect its business prospects and international growth strategy.</li><li>Certain sections of this Red Herring Prospectus contain information from the Fitch Report which has been commissioned by the company and any reliance on such information for making an investment decision in this Offer is subject to inherent risks.</li><li>Certain Non-GAAP financial measures and other statistical information relating to its operations and financial performance have been included in this Red Herring Prospectus. These Non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.</li><li>A portion of the Net Proceeds may be utilized for prepayment and / or re-payment of all, or a portion of, certain outstanding borrowings availed by the Company from State Bank of India, which is an affiliate of one of the Book Running Lead Managers, i.e., SBI Capital Markets Limited.</li><li>One of it's group companies and a member of the Promoter Group, Shapoorji Pallonji Finance Private Limited ("SPFPL") is registered as a non-banking financial company not accepting public deposits with the RBI and is subject to periodic inspections by the RBI, and any non-compliance with observations made by the RBI during these inspections could result in penalties and restrictions being imposed on SPFPL.</li><li>The SP Group relies on dividends from its Company as a source of income and cash flows. Any reduction or delay in the declaration or payment of dividends by the Company may adversely affect the financial position and liquidity of the SP Group.</li><li>Certain amounts which have been recognized as contract assets relate to uncertified work or contract variations which are under arbitration. its may be required to write-off such assets if the company clients does not certify such work or if arbitration proceedings are not decided in its favor.</li><li>Certain government authorities are seeking royalties / penalty payments from the company for the alleged illegal use of minerals (Murrum) in the construction of a project. The company has filed a writ petition challenging such royalties / penalty payments. If the company writ petition is not allowed, its may be required to pay such royalties / penalties, which may adversely affect its results of operations and financial condition.</li><li>The Company is subject to risks relating to fluctuations in prices of raw materials on overseas projects.</li><li>A part of the company Order Book is in early stages of execution and may be subject to delays, cancellations,cost overruns or disputes, which could adversely affect its business, financial condition and results of operations.</li><li>The company may not be able to recognize unbilled revenues in a timely manner or at all, which may adversely affect its financial condition and results of operations.</li><li>The company may faces difficulties in collecting amounts awarded to the company in arbitration proceedings, which may adversely affect its cash flows and financial condition.</li><li>The Company may faces difficulties in meeting its trade payables obligations, which could adversely affect the company liquidity, reputation and business relationships.</li><li>The Company has had negative cash flows in the past and may have negative cash flows in the future.</li></ul>

The Issue type of Afcons Infrastructure Ltd is Book Building.

The minimum application for shares of Afcons Infrastructure Ltd is 32.

The total shares issue of Afcons Infrastructure Ltd is 117278618.

Initial public offering of up to 117,327,139 equity shares of face value of Rs. 10 each ("Equity Shares") of Afcons Infrastructure Limited (the "Company" or the "Issuer") for cash at a price of Rs. 463 per equity share of face value of Rs. 10 each (including a share premium of Rs. 453 per equity share) ("Offer Price") aggregating up to Rs. 5430.00 crores (the "Offer") comprising a fresh issue of up to 26,046,362 equity shares of face value of Rs. 10 each aggregating up to Rs. 1250.00 crores by the company (the "Fresh Issue") and an offer for sale of up to 90,280,777 equity shares of face value of Rs. 10 each aggregating up to Rs. 4180.00 crores by Goswami Infratech Private Limited (the "Offer for Sale"). This offer includes a reservation of up to 596,658* equity shares of face value of Rs. 10 each, aggregating up to Rs. 25.00 crores (constituting up to 0.16% of the post-offer paid-up equity share capital), for subscription by eligible employees (as defined hereinafter) ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The company in consultation with the brlms, may offer a discount of of 9.50% to the offer price (equivalent of Rs. 44 per equity share of face value of Rs. 10 each) to eligible employees bidding in the employee reservation portion ("Employee Discount"). The offer and the net offer shall constitute 31.90% and 31.74%, respectively, of the post-offer paid-up equity share capital of the company. *The actual allotment to eligible employees under reservation portion is 510,592 equity shares of face value of Rs. 10 each. Issue Price is Rs. 463 per equity share of Rs. 10 each. The Floor price is 46.30 times the face value of the equity shares. Bid can be made for a minimum of 32 equity shares and in multiples of 32 equity shares. A discount of Rs. 44 equity share is being offered to eligible employees bidding in the employee reservation portion.