JSW Infrastructure has announced that Tamil Nadu Power Producers Association (TNPPA) has filed an appeal against its subsidiary East Coast Tyre Private Limited (ECTPL) following a National Company Law Tribunal (NCLT) ruling. The company has emphasized that this legal development does not impact its financial health or operational capabilities.

NCLT Ruling and Appeal Details

The appeal by TNPPA comes in response to an NCLT ruling concerning ECTPL, which operates as a subsidiary under JSW Infrastructure's corporate structure. The specific details of the original NCLT ruling and the grounds for TNPPA's appeal have not been disclosed in the current announcement.

Company's Position on Financial Impact

JSW Infrastructure has clearly stated that the NCLT ruling does not affect the company's finances or operations. This clarification appears aimed at reassuring stakeholders that the legal proceedings involving its subsidiary will not have material consequences for the parent company's business activities.

Business Continuity

The infrastructure company's statement suggests that its core operations remain unaffected by the legal proceedings. JSW Infrastructure continues to maintain its position that the subsidiary-related legal matter does not pose risks to its primary business functions or financial stability.

The company's proactive communication regarding the lack of impact demonstrates its commitment to transparency with investors and stakeholders during ongoing legal proceedings involving its subsidiary operations.

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.

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