JSW Infrastructure Limited has announced a postal ballot seeking shareholder approval for a significant ₹1,212 crore acquisition in the rail logistics sector. The company issued the notice on December 19, outlining a material related party transaction that could substantially expand its logistics capabilities.

Transaction Overview

The proposed acquisition involves JSW Port Logistics Private Limited, a wholly-owned subsidiary of JSW Infrastructure, purchasing 100% equity stake in three specialized rail logistics companies from JSW Shipping Logistics Private Limited, a promoter group entity. The target companies include JSW Rail Infra Logistics Private Limited, JSW Minerals Rail Logistics Private Limited, and JSW (South) Rail Logistics Private Limited.

Strategic Rationale and Business Benefits

The acquisition provides JSW Infrastructure immediate access to the General Purpose Wagon Investment Scheme (GPWIS) and Liberalized Special Freight Train Operator Scheme (LSFTO) frameworks. Indian Railways has implemented a moratorium on new GPWIS licenses until February, making this acquisition strategically valuable for market entry.

The target entities currently operate 21 railway rakes, comprising 15 rakes under JSW Minerals and 6 rakes under JSW Rail. These assets are pre-approved by railway authorities and include long-term contractual agreements with anchor customers like JSW Steel Limited and Bhushan Power Steel Limited, ensuring predictable cash flows.

Financial Projections and Valuation

According to the valuation report by PwC Business Consulting Services LLP dated December 8, the combined enterprise value of the three target entities is estimated at ₹1,314.00 crore. The company has negotiated a more favorable consideration of ₹1,212.00 crore for the transaction.

The transaction is expected to be EPS accretive and aligns with the company's strategic objective of achieving ₹8,000.00 crore topline in the logistics segment by fiscal year 2030.

Voting Process and Timeline

Shareholders can participate in the postal ballot exclusively through remote e-voting, with no physical ballot forms being distributed. The voting process is managed by KFin Technologies Limited as the service provider.

Only members whose names appear in the Register of Members/List of Beneficial Owners as of the cut-off date are eligible to vote. Mr. Sunil Agarwal has been appointed as the scrutinizer for conducting the postal ballot process.

Regulatory Approvals and Governance

The transaction has received unanimous approval from the Audit Committee and Board of Directors on December 8. The Audit Committee, constituted by a majority of Independent Directors, thoroughly reviewed the transaction along with the PwC valuation report. Mr. Sajjan Jindal, Chairman and Non-Executive Director, abstained from participation and voting due to his related party status.

The acquisition is subject to regulatory approval from the Ministry of Railways and other necessary authorities. Related parties, including promoter group entities, will abstain from voting on the resolution as per regulatory requirements.

The postal ballot notice and explanatory statement are available on the company's website at www.jsw.in/infrastructure and on the websites of stock exchanges BSE and NSE.

JSW Infrastructure Limited announced that its listed subsidiary Navkar Corporation Limited has secured a significant contract from Central Railway for developing a cargo terminal facility. The disclosure was made under Regulation 30 of SEBI Listing Regulations following the receipt of the Letter of Acceptance.

Contract Details and Scope

Navkar Corporation received the Letter of Acceptance from Central Railway, Divisional Office, Commercial Department, CSMT Mumbai for the Contract for Development of Gati Shakti Multi-Modal Cargo Terminal under GCT policy at Somathane. The project will be developed entirely on railway land, representing a strategic expansion of the company's logistics infrastructure.

Project Timeline and Implementation

The contract outlines specific timelines for project execution. Navkar Corporation must commence construction within three months of receiving approval for construction. The complete construction of the Gati Shakti Cargo Terminal must be finished within 18 months from the grant of construction approval.

The railway land will be licensed for a period of 35 years, providing long-term operational stability for the cargo terminal facility. The terms and conditions will be governed by the Agreement for Gati Shakti Multi-Modal Cargo Terminal to be entered with Central Railway Mumbai Division.

Strategic Impact

According to Navkar Corporation's disclosure, the award of this additional Gati Shakti Cargo Terminal at Somathane will substantially strengthen the company's logistics infrastructure and enhance its integrated cargo handling capabilities. The expansion is expected to improve customer service offerings and reinforce the company's strategic presence in the region.

Regulatory Compliance

The contract does not involve any related party transactions and operates at arm's length. The promoter/promoter group/group companies have no interest in Central Railway, the entity that awarded the contract.

Company Information

Navkar Corporation Limited, a listed subsidiary of JSW Infrastructure Limited, specializes in logistics and cargo handling services. The company's registered office is located at Jindal Mansion, 5A Dr. G. Deshmukh Marg, Mumbai, with operational offices in Navi Mumbai.