JSW Infrastructure seeks shareholder approval for rail logistics acquisition

JSW Infrastructure Ltd. (JSWIL) is seeking shareholder approval for a material related party transaction to acquire 100% of the equity share capital of JSW Rail Infra Logistics Private Limited, JSW Minerals Rail Logistics Private Limited, and JSW (South) Rail Logistics Private Limited (collectively, "Target Entities"). The acquisition is from JSW Shipping & Logistics Private Limited, a promoter group company, for an enterprise value of ₹1,212 crore, subject to working capital adjustments. This strategic move aims to integrate rail connectivity with JSWIL's port terminals, expand into third-party logistics, and enhance overall infrastructure connectivity. The transaction is valued at an EV/EBITDA multiple of 8.1x based on financial year 2027 projections, with an expected annualized EBITDA of ₹150 crore.

The company highlights the benefits of immediate entry into General Purpose Wagon Investment Scheme (GPWIS) and Liberalized Special Freight Train Operator Scheme (LSFTO) frameworks, leveraging existing licenses amidst a moratorium on new issuances. This provides a head start and operational readiness with a fully approved rake fleet of 21, expanding to 25 by March 2026. The Target Entities also hold 10-year contractual agreements with anchor customers, ensuring predictable cash flows and financial stability.

The postal ballot, conducted via remote e-voting, commenced on Sunday, December 21, 2025, at 9:00 a.m. IST, and will conclude on Monday, January 19, 2026, at 5:00 p.m. IST. The board and audit committee have unanimously approved the transaction, which is supported by a PwC Valuation Report. Sajjan Jindal, chairman and non-executive director and a related party, abstained from participation in the discussion and voting on the proposed transaction.