JSW Infrastructure Limited has issued a comprehensive postal ballot notice dated January 16, 2026, seeking member approval for six special resolutions that will significantly impact the company's financial structure and employee incentive programs. The notice, submitted under Regulation 30 of SEBI Listing Regulations, outlines key strategic initiatives requiring shareholder consent.

Enhanced Borrowing Capacity and Security Framework

The company is seeking to substantially increase its borrowing limits to support its ambitious expansion plans. The proposed enhancement represents a doubling of the current financial capacity to meet growing capital requirements.

The enhanced borrowing limit will enable JSW Infrastructure to pursue its growth trajectory as India's second-largest private port developer and operator. The company currently manages three ports under State Maritime Board jurisdiction, ten terminals across major Indian ports, one liquid oil storage terminal, and two O&M contracts for port terminals in UAE.

Alongside the borrowing limit increase, the company seeks approval for creating charges on movable and immovable properties to secure these enhanced borrowings. This resolution supersedes the previous approval granted at the Annual General Meeting held on July 29, 2024.

Strategic Growth Plans and Capital Requirements

JSW Infrastructure has outlined an ambitious expansion strategy that necessitates substantial financial resources. The company aims to increase its cargo handling capacity significantly over the coming years.

This expansion builds on the acquisition of Navkar Corporation Limited and aims to develop a robust pan-India logistics network. The enhanced borrowing capacity will provide the necessary financial flexibility to execute these strategic initiatives without requiring frequent shareholder approvals.

Employee Stock Ownership Plan Restructuring

The postal ballot includes significant changes to the company's employee incentive structure through the introduction of a new Employee Stock Ownership Plan (ESOP). The company proposes to consolidate existing ESOP schemes under a new framework.

Transfer of Unutilized Shares

The company seeks approval for transferring unutilized equity shares from previous ESOP schemes to the newly proposed plan:

New Shri O.P. Jindal ESOP Plan 2026

The proposed 'Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026' will cover eligible employees of the company and its present and future unlisted subsidiary companies. Key features include:

• Total Options: 21,00,000 (Twenty-One Lakhs Only)
• Exercise Price: Rs. 2.00 per share (face value)
• Vesting Period: 1-3 years from grant date
• Performance Criteria: Individual KRA achievement and business performance parameters

The plan incorporates performance-based vesting linked to cargo throughput volumes (45% weightage), revenue from operations (40% weightage), and safety parameters (15% weightage).

E-Voting Process and Timeline

The company has established a comprehensive e-voting framework for member participation in the postal ballot process.

The postal ballot notice is being sent electronically to members whose email addresses are registered with their respective depositories. The company has appointed Mr. Sunil Agarwal (FCS 8706, COP 3286) of M/s. Sunil Agarwal & Co., Company Secretaries, as the Scrutinizer for conducting the postal ballot process.

Regulatory Compliance and Governance

All proposed resolutions comply with applicable provisions of the Companies Act, 2013, SEBI regulations, and other relevant laws. The company has ensured proper disclosure of material facts through detailed explanatory statements accompanying each resolution.

The Board of Directors and Compensation Committee, comprising solely of Independent Directors, have recommended all six special resolutions for member approval. The proposals are designed to strengthen the company's financial position while aligning employee interests with long-term business objectives.

Source:

The National Company Law Tribunal (NCLT) Mumbai has approved the resolution plan submitted by JSW Infrastructure for NCR Rail, marking a significant development in the corporate restructuring landscape.

NCLT Approval Details

The Mumbai bench of NCLT has granted its approval to JSW Infrastructure's resolution plan for NCR Rail. This regulatory clearance represents a crucial step in the corporate insolvency resolution process, allowing the infrastructure company to move forward with its acquisition and restructuring strategy.

Strategic Implications

The NCLT's approval enables JSW Infrastructure to proceed with its plans for NCR Rail, a company operating in the railway infrastructure sector. This development is part of the broader corporate insolvency resolution framework designed to revive distressed companies through viable resolution plans.

The approval signifies that JSW Infrastructure's proposal met the necessary regulatory requirements and was deemed suitable for addressing NCR Rail's financial challenges. This acquisition aligns with JSW Infrastructure's expansion strategy in the transportation and logistics infrastructure segment.

Resolution Process Completion

With the NCLT's green light, JSW Infrastructure can now implement its resolution plan for NCR Rail. The approval marks the successful completion of the legal and regulatory review process, paving the way for the actual takeover and operational restructuring of the railway infrastructure entity.