JSW Infrastructure Subsidiary Acquires Rail Logistics Firms for Rs. 1,212 Crore
Filing Summary
JSW Infrastructure Limited, through its wholly owned subsidiary JSW Port Logistics Private Limited, has executed a Share Purchase Agreement to acquire 100% equity in JSW Rail Infra Logistics, JSW Minerals Rail Logistics, and JSW (South) Rail Logistics from JSW Shipping & Logistics Private Limited. The acquisition, valued at Rs. 1,212 Crore, is subject to regulatory approvals and will be completed within 30 days post-conditions precedent. This transaction will make the acquired entities step-down subsidiaries of JSW Infrastructure, enhancing its logistics capabilities.
JSW Infrastructure Limited, through its wholly owned subsidiary JSW Port Logistics Private Limited (JSWPLPL), has entered into a Share Purchase Agreement (SPA) to acquire 100% of the equity share capital of JSW Rail Infra Logistics Private Limited (JSW Rail), JSW Minerals Rail Logistics Private Limited (JSW Minerals), and JSW (South) Rail Logistics Private Limited (JSW South). The acquisition is from JSW Shipping & Logistics Private Limited (JSWSLPL) and is subject to the fulfillment of conditions precedent outlined in the SPA.
The transaction is valued at Rs. 1,212 Crore, representing the enterprise value, and is subject to working capital adjustments on the closing date. The acquisition will be conducted on a cash consideration basis. Upon completion, JSW Rail, JSW Minerals, and JSW South will become step-down wholly owned subsidiaries of JSW Infrastructure.
The acquired entities are engaged in providing rail logistics services. JSW Rail reported a revenue from operations of Rs. 97 Crore for FY 2025, while JSW Minerals reported Rs. 31 Crore for the same period. JSW South has not yet commenced its business operations. The acquisition will provide JSW Infrastructure with immediate access to Indian Railways’ General Purpose Wagon Investment Scheme and Liberalized Special Freight Train Operator schemes.
The acquisition is expected to be completed within 30 days from the fulfillment of the conditions precedent specified in the SPA, including the receipt of requisite approvals from the Ministry of Railways and the members of the company. The transaction is a related party transaction, as the Sajjan Jindal Family Trust, a promoter of JSW Infrastructure, holds a significant interest in both the acquiring and selling entities.
JSW Port Logistics Private Limited, the acquiring entity, is a wholly owned subsidiary of JSW Infrastructure. The Sajjan Jindal Family Trust, a promoter of JSW Infrastructure, holds 78.72% of the equity share capital of the company. The trust, along with its nominees, also holds 100% of the share capital of JSW Shipping & Logistics Private Limited, the holding company of the target entities.
The acquisition aligns with JSW Infrastructure’s strategy to enhance its logistics segment by integrating rail logistics services. The acquired entities are in a similar line of business as JSWPLPL, which will facilitate operational synergies. The transaction is being carried out at arm’s length, in accordance with the valuation report of an independent valuer.
JSW Infrastructure Limited is a key entity of the JSW Group, known for its environmentally sustainable seaports and terminals. It operates twelve strategically located port concessions along India’s coasts and has an international presence with a liquid tank storage terminal and port terminal contracts in the UAE. The company is focused on expanding its cargo-handling capacity and enhancing its logistics solutions.