Directors Report of JSW Infrastructure Ltd.

Mar 31, 2026

Your Directors'' take pleasure in presenting the 20^th Annual Report ("Integrated Annual Report") of the Company, together with the Standalone and
Consolidated Audited Financial Statements for the financial year ended 31^st March, 2026.

1. COMPANY PERFORMANCE
Financial Results

	Standalone		Consolidated
Particulars ,	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	600.78	519.93	5,361.44	4,476.14
Other Income	589.15	663.93	345.95	352.95
Total Income	1,189.93	1,183.86	5,707.39	4,829.09
Profit before Interest, Depreciation, and Tax Expenses (EBITDA)	809.60	845.99	2,949.68	2,615.13
Finance cost	624.36	347.30	382.99	265.74
Depreciation S Amortization expenses	5.98	2.65	614.12	546.55
Profit before Tax and Exceptional Items	179.26	496.04	1,952.57	1,802.84
Exceptional Items	2.95	-	79.73	-
Profit Before Tax	176.31	496.04	1,872.84	1,802.84
Tax Expenses	8.71	104.65	325.94	281.36
Profit for the year attributable to Owners of the Company	167.60	391.39	1,523.31	1,503.08
Profit for the year attributable to Non-controlling interest	-	-	23.59	18.40
Other Comprehensive Income: Owners of the Company	0.03	(0.14)	(201.16)	(91.70)
Other Comprehensive Income: Non-controlling interest	-	-	(0.24)	(0.06)
Total Comprehensive Income (attributable to the owners of the Company)	167.63	391.25	1,322.15	1,411.38
Total Comprehensive Income (attributable to Non - controlling interest of the Company)	-	-	23.35	18.34

2. KEY HIGHLIGHTS ON OPERATIONAL PERFORMANCE

During the year under review, the total cargo handled by the
Company was 122 Million Tonnes Per Annum ("MTPA"), showing
a growth of 4% as compared to previous financial year. The
increase in the volume is primarily due to strong performance
at South West Port, Dharamtar Port and Jaigarh Port along with
contributions from interim operations at Tuticorin Terminal and
JNPA Liquid Terminal. The third-party volumes stood at 58.8
million tonnes, showing a growth of 3% as compared to previous
financial year. As a result, the share of third-party in the overall
volume was 48%.

The increase in cargo volumes along with the strong performance
of Navkar Corporation Limited and consolidation of newly
acquired rail rakes business has translated to 20% growth in
the revenue from operations, which stood at '' 5,361.44 Crore.
Higher revenues supported by operating leverage and effective
cost management led to an operating EBITDA of '' 2,603.74 Crore,
showing a growth of 15% as compared to previous financial year.
As a result, profit after tax for the year stood at '' 1,546.91 Crore.

The consolidated networth of the Company for financial year
2025-26 stood at '' 10,509.80 Crore.

For further details about Company''s performance, operations and
strategies for growth, please refer to the Management Discussion
and Analysis section as well as Our Ports and Terminals section
which forms part of this Integrated Annual Report.

3. ACQUISITION, COLLABORATION AND OTHER BUSINESS
UPDATES

Acquisition of Rail Rakes

During the year under review, the Company, through JSW Port
Logistics Private Limited, a wholly owned subsidiary of the
Company, entered into a Share Purchase Agreement with JSW
Shipping S Logistics Private Limited ("JSWSLPL"), for purchase
of 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 known
as target companies) from JSWSLPL at cost of '' 1,158 Crore.
Accordingly, the target companies became step-down wholly
owned subsidiaries of the Company, with effect from 3^rd February,
2026. The acquisition provides the Company, immediate access
to Indian Railways'' General Purpose Wagon Investment Scheme
("GPWIS") and Liberalized Special Freight Train Operator ("LSFTO")
schemes, securing a fleet of 25 rakes and long-term licenses
under these programs. The said acquisition is in line with the
Company''s strategic objective of developing an integrated end-
to-end multimodal logistics platform, encompassing ports,
terminals, Inland Container Depot ("ICD")/CFS operations and
rail connectivity.

Acquisition of Rail Siding in Kudathini, Ballari (Karnataka)

During the year under review, the Company, through JSW Port
Logistics Private Limited, a wholly owned subsidiary of the
Company, acquired brownfield Rail Siding in Kudathini, Ballari
(Karnataka), spanning over 86 acres for a cash consideration of
around '' 65 Crore including stamp duty and incidental expenses
therein. Through this acquisition, the Company aims to develop
a robust ecosystem of rail-linked terminals and enhance
multimodal connectivity through container rail services across
strategic industrial corridors. The Kudathini siding is being
developed into a state-of-the-art Multi-Modal Logistics Park
and will feature modern land infrastructure, container handling
systems, Rail Freight Terminal and a fully equipped ICD. The total
expenditure for the said project is estimated at '' 380 Crore,
including '' 65 Crore, as mentioned hereinabove and will be
deployed over the next few years alongside ongoing commercial
operations to fully develop the site into a comprehensive
logistics hub. JSW Port Logistics Private Limited has commenced
interim operations at the aforesaid Rail Siding.

Collaboration in Oman

During the year under review, the Company, through JSW
Overseas FZE, a step-down wholly owned subsidiary of the
Company, entered into a Share Subscription and Purchase
Agreement ("SSPA") with Minerals Development Oman, SAOC and
and Ash Shiwaymiyyah Port Company SAOC (erstwhile known
as South Minerals Port Company SAOC) ("Port SPV"), to acquire
51% of the total equity share capital of the Port SPV, subject to
fulfilment of the conditions precedent set out in the SSPA and
in the manner contemplated under the SSPA. The Port SPV has
been established to spearhead the development and operation
of a Greenfield port of 27 MTPA with an estimated project cost of
USD 419 million. The said collaboration aligns well with Oman''s
Vision 2040, which focuses on economic diversification through
a transition away from a hydrocarbon-centric economy and the
development of world-class infrastructure.

OTHER BUSINESS UPDATES

(i) During the year under review, the Company entered into
a concession agreement with Syama Prasad Mookerjee
Port Authority for the reconstruction of Berth 8 and
mechanization of Berth Nos. 7 and 8 at Netaji Subhas Dock,
Kolkata on Design, Build, Finance, Operate and Transfer
basis through Public Private Partnership mode with a
capacity of 4,48,140 TEUs. This project aligns with the
Company''s strategy to expand its terminal portfolio under
the Government''s port privatization initiative.

(ii) The Company had received a Letter of Intent ("LOI") from
Maharashtra Maritime Board on 8^th October, 2024, for
development of a Greenfield Port at Murbe, Maharashtra
on a Public Private Partnership basis, with capacity of 33
MTPA. The project is being executed through JSW Murbe
Port Private Limited, a wholly owned subsidiary of the
Company. During the year under review, in accordance
with the LOI requirements, environmental studies have
been conducted and a public hearing was successfully
held. The Company anticipates fulfilling all LOI conditions
within the stipulated timelines and completing the project
as per schedule.

(iii) The Company, through JSW Keni Port Private Limited, a
wholly owned subsidiary of the Company, had signed a
concession agreement with Karnataka Maritime Board on
29^th November, 2023 for "Development of an All-weather
Deepwater Greenfield Port at Keni on Public Private
Partnership basis" for a capacity of 30 MTPA. During the
year under review, in line with the Concession Agreement,
the Company has carried out environmental studies and
the public hearing was held. The Company anticipates
fulfilling the conditions precedence in line with the
provisions of Concession Agreement.

(iv) The Company, through JSW JNPT Liquid Terminal Private
Limited, a wholly owned subsidiary of the Company, had
signed a concession agreement with Jawaharlal Nehru Port
Authority ("JNPA") for "Equipping, Operation, Maintenance
and Transfer of Additional Liquid Cargo Berths LB3 and LB4
at Jawaharlal Nehru Port through Public Private Partnership
Mode". During the year under review, the Company received
the Project Completion Certificate from RITES Limited, an
Independent Engineer for the said project. This milestone
marks the commissioning of the liquid cargo berths at JNPA
under the Public Private Partnership mode

(v) During the year under review, the Company submitted a
resolution plan for NCR Rail Infrastructure Limited under the
corporate insolvency resolution process of the Insolvency
and Bankruptcy Code, 2016, which was approved by
Committee of Creditors on 10^th July, 2025, followed by
approval of the National Company Law Tribunal, Mumbai,
Bench II on 22^nd January, 2026.

(vi) During the year under review, debris from an intercepted
hostile drone struck and damaged a storage tank at the
Company''s Fujairah Liquid Terminal located at the Port of
Fujairah in the UAE, resulting in a fire that caused damage
to tanks and allied infrastructure.

(vii) The Company had received Letter of Acceptance from
Southern Railway, Chennai Division, under Indian Railways
for "Contract for Construction S Operation of Gati Shakti
Multi-Modal Cargo Terminal" at Arakkonam, Chennai, Tamil
Nadu, entirely on Railway land spanning around 29.3 acres,
with a capacity handling of 2.4 MTPA. Southern Railway,
Chennai Division has acknowledged the successful

commissioning of the said terminal and has granted
approval to commence its commercial operations w.e.f.
14^th April, 2026.

There were no other material events having impact on the
affairs of the Company, except as mentioned in this Integrated
Annual Report.

4. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to
reserves from the surplus.

5. DIVIDEND

Directors have recommended a dividend of '' 0.90 (45%) per share
for the financial year 2025-26 (previous financial year '' 0.80
per share) for the approval of the Members at the forthcoming
Annual General Meeting ("AGM").

The dividend payout is in accordance with the Dividend
Distribution Policy of the Company.

6. FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements
of the Company, which forms part of this Integrated Annual
Report, have been prepared in accordance with the provisions
of the Companies Act, 2013 ("the Act"), Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and the Indian Accounting Standards. There is no
change in the financial year.

7. CAPITAL STRUCTURE

The Authorized Share Capital of the Company for the financial
year 2025-26, remained same at '' 1113,28,51,500 (Rupees
One Thousand One Hundred a Thirteen Crore Twenty-Eight
Lakhs Fifty-One Thousand Five Hundred Only) divided into
516,64,25,750 (Five Hundred Sixteen Crore Sixty-Four Lakhs
Twenty-Five Thousand Seven Hundred a Fifty Only) Equity
Shares of '' 2 (Rupees Two) each and 8,00,00,000 (Eight Crore)
Preference Shares of '' 10 (Rupees Ten) each.

The Paid-Up Share Capital of the Company as on 31^st March, 2026
stands at '' 4,20,00,03,134 (Rupees Four Hundred a Twenty Crore
Three Thousand One Hundred a Thirty-Four Only) consisting of
2,10,00,01,567 (Two Hundred and Ten Crore One Thousand Five
Hundred a Sixty-Seven) Equity Share of '' 2 each.

There was no change in Authorized a Paid-Up Share Capital of
the Company during the financial year. Further, during the year
under review, the Company has not issued any:

a. shares with differential rights

b. sweat equity shares

c. preference shares

The equity shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE").

Further, in order to support the expansion plan and growth of
the Company and to assist the Company towards meeting its
Minimum Public Shareholding in accordance with Rule 19(2) of
the Securities Contracts (Regulation) Rules, 1957, the Board of
Directors of the Company at their meeting held on 20^th February,
2026 approved raising of funds through issuance of up to
25,00,00,000 (Twenty-Five Crore) Equity Shares of face value of
'' 2 each, through one or more of following modes viz. Qualified
Institutional Placement, Further Public Offer, Rights Issue or
through any other permissible mode, in accordance with the
relevant provisions of applicable law. The same was approved
by the Members by passing a special resolution through postal
ballot on 23^rd March, 2026.

8. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS

The Company had issued USD 400 million 4.95% Senior
Secured Notes, in the financial year 2021-22, which are due
for redemption in the financial year 2028-29. These Notes are
issued in the International Market and are listed on the India
International Exchange (IFSC) Limited.

9. COMMERCIAL PAPER

The Company, on 15^th April, 2025, issued and allotted Commercial
Paper aggregating to an amount of '' 1000 Crore, as given below:

ISIN	INE880J14029
Date of Allotment	15th April, 2025
Date of Maturity	30th September, 2025
Face Value	'' 5,00,000 each
Issue Price per CP	'' 4,84,177.50 each
Yield Rate	6.88% p.a.
Discount Rate	7.10 % p.a.

In accordance with the terms of Issue, these Commercial Paper
were redeemed on its maturity date i.e. 30^th September, 2025.

10. CREDIT RATING

The details regarding Credit Ratings obtained by the Company
during the financial year 2025-26 are given in the Corporate
Governance Report, forming part of this Integrated Annual Report.

11. ESG RATING

During the year under review, the Company achieved an upgrade
in the CDP score to the "leadership level'''' with a rating of "A-"
from the earlier year''s score of "management level" with a rating
of "B", for Climate Change.

In February, 2026, S&P Global Corporate Sustainability
Assessment (CSA) 2025 score for the Company was 85/100, with
99 percentile and global 2^nd position in sector - Transportation
and Transportation Infrastructure. Further, Morningstar
Sustainalytics, ESG risk rating agency, has rated the Company
with "Low Risk" in Transportation Infrastructure Industry. These
scores/ ratings are a testament to our good ESG practices and
commitment to work towards a sustainable world.

12. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS
PLAN AND SCHEME

Employee Stock Options ("ESOPs") represent a reward system
based on performance that helps companies attract, retain
and motivate top talent while providing an opportunity to
employees to participate in the Company''s growth and create
long-term wealth.

A. Shri O.P. Jindal Employee Stock Ownership Plan
(JSWIL) - 2026

On 27^th February, 2026, the Members of the Company, approved
Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026
("OPJ ESOP Plan 2026"). OPJ ESOP Plan 2026 is implemented
through JSW Infrastructure Employees Welfare Trust, with an
outstanding pool of 21,00,000 (Twenty-One Lakhs Only) Options,
each convertible into one equity share of the Company and
covers eligible employees of the Company and its present and
future unlisted subsidiary company(ies), working exclusively
in India. The Compensation Committee of Board of Directors
of the Company has been entrusted with administration and
supervision of the OPJ ESOP Plan 2026.

The Options granted under OPJ ESOP Plan 2026 would vest not
earlier than the minimum Vesting Period of 1 (One) year and not
later than maximum Vesting Period of 3 (Three) years from the
date of grant. The exercise period for vested Options shall be of
4 (four) years from the date of grant. The granted Options, once
vested, shall entitle the Option holder to acquire equal number
of equity shares, upon payment of exercise price and applicable
taxes in accordance with terms and conditions of the OPJ ESOP
Plan 2026.

The Compensation Committee of Board of Directors of the
Company, at its meeting held on 5^th March, 2026, approved
grant of 2,20,960 (Two Lakhs Twenty Thousand Nine Hundred
and Sixty Only) options, to the eligible employees under OPJ ESOP
Plan 2026.

B. JSW Infrastructure Limited Employee Stock Ownership
Plan 2021

JSW Infrastructure Limited Employee Stock Ownership Plan
2021 ("ESOP 2021"), which was implemented through JSW
Infrastructure Employees Welfare Trust, held an unappropriated
inventory of 14,75,428 (Fourteen Lakhs Seventy-Five Thousand
Four Hundred Twenty-Eight Only) equity shares under ESOP 2021.

On 27^th February, 2026, the Members of the Company, approved
amendment to ESOP 2021 by reducing the employee stock
option pool from 6,60,00,000 (Six Crore Sixty Lakhs Only)
Options to 6,45,83,520 (Six Crore Forty-Five Lakhs Eighty-Three
Thousand Five Hundred a Twenty Only) Options and transferring
the 14,16,480 (Fourteen Lakhs Sixteen Thousand Four Hundred
a Eighty Only) Options to OPJ ESOP Plan 2026.

C. JSW Infrastructure Limited Employee Stock Ownership
Plan 2016

JSW Infrastructure Limited Employee Stock Ownership Plan
2016 ("ESOP 2016"), which was implemented through JSW

Infrastructure Employees Welfare Trust, held an unappropriated
inventory of 6,83,520 (Six Lakhs Eighty-Three Thousand Five
Hundred a Twenty Only) equity shares under ESOP 2016.

On 27^th February, 2026, the Members of the Company, approved
the transfer of 6,83,520 (Six Lakhs Eighty-Three Thousand
Five Hundred a Twenty Only) unutilized, unappropriated and
unallocated equity shares to OPJ ESOP Plan 2026. As per the
terms of ESOP 2016, if there are no options outstanding, ESOP
2016 shall stand terminated one year from the date of the
Company''s listing (i.e., 3^rd October, 2023) or 31^st March, 2025,
whichever is earlier. Accordingly, ESOP 2016 stands terminated
with effect from 3^rd October, 2024.

The applicable disclosures as stipulated under the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity), Regulations, 2021 ("SEBI SBEB Regulations")
and the Act for the financial year 2025-26, with regard to ESOP
2016, ESOP 2021 and OPJ ESOP Plan 2026 are available on the
website of the Company at www.jswinfrastructure.in. Voting
rights on the shares, if any, as may be issued to employees
under OPJ ESOP Plan 2026, are to be exercised by them directly or
through their appointed proxy. Hence, the disclosure stipulated
under Section 67(3) of the Act, is not applicable.

Apart from the above-mentioned change in ESOP 2021, there
is no other material change in any of the aforesaid Scheme
and the operational schemes are in compliance with the SEBI
SBEB Regulations, as amended from time to time. The Certificate
from the Secretarial Auditor of the Company, that the aforesaid
schemes have been implemented in accordance with the SEBI
SBEB Regulations along with the Resolutions passed by the
Members, would be available for electronic inspection by the
Members at the forthcoming AGM.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2026, the Company has 27 subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read with
the Companies (Accounts) Rules, 2014 and in accordance with
applicable Accounting Standards, a statement containing the
salient features of financial statements for financial year 2025¬
26 of the Company''s subsidiaries in the prescribed Form AOC-1
is annexed as Annexure - A to this Report.

In accordance with Section 136 of the Act, the audited Financial
Statements, including the Consolidated Financial Statements
and the related information of the Company as well as the
audited accounts of each of its subsidiaries, are available on
the website of the Company atwww.jswinfrastructure.in.

During the year under review, the Company incorporated the
following subsidiaries:

i. JSW Kolkata Container Terminal Private Limited on 1^st
August, 2025; and

ii. Khurja Rail Terminal Private Limited on 23^rd January, 2026,
through JSW Port Logistics Private Limited, a wholly owned
subsidiary of the Company.

Further, during the year under review, as explained in detail, at
point no. 3 of this Report, the following companies became step-
down wholly owned subsidiaries of the Company through JSW
Port Logistics Private Limited, a wholly owned subsidiary of the
Company, with effect from 3^rd February, 2026:

i. JSW Rail Infra Logistics Private Limited,

ii. JSW Minerals Rail Logistics Private Limited and

iii. JSW (South) Rail Logistics Private Limited.

Pursuant to the provisions of Regulation 16(1)(c) of the Listing
Regulations, the Company has adopted a Policy for determining
Material Subsidiaries, laying down the criteria for identifying
material subsidiaries of the Company. The Policy is available on
the Company website at:https://www.iswinfrastructure.in/wp-
content/uploads/2025/11/Policy-for-determination-of-Material-
Subsidarv25.pdf.

JSW Jaigarh Port Limited, South West Port Limited, JSW
Dharamtar Port Private Limited, JSW Port Logistics Private
Limited and Navkar Corporation Limited have been determined as
the material subsidiaries of the Company for the financial year
2025-26.

For more details about operating subsidiaries, in addition to
Form AOC-1 annexed as Annexure - A, Members are requested
to refer to the Management Discussion and Analysis section as
well as our Ports and Terminals section which forms part of this
Integrated Annual Report.

Except as mentioned above, no other company became/ceased
to be Subsidiary/Joint Venture/Associate company, during the
year under review.

14. DEPOSITS

The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Act read
with the Companies (Acceptance of Deposit) Rules, 2014, during
the year under review. Hence, the details relating to deposits as
required to be furnished in compliance with Chapter V of the Act
are not applicable.

15. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Act, no material changes
and commitments that could affect the Company''s financial
position have occurred between the end of the financial year of
the Company and date of this Report.

16. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the
Company during the financial year 2025-26.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

During the year under review, no significant and material orders
have been passed by any Regulator or any Court or any Tribunal
that can have an impact on the going concern status and the
Company''s operations in the future.

18. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES

Particulars of loans given, investments made, guarantees given,
and securities provided, along with the purpose for which the
loan or the guarantee or the security is proposed to be utilized
by the recipient, are provided in the notes to the standalone
financial statement.

19. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

A robust system of internal control and audit, commensurate
with the size and nature of the business, forms an integral
part of the Company''s policies. Internal control systems are an
integral part of the Company''s corporate governance structure.
The Board of Directors of the Company is responsible for ensuring
that the Company has laid down the Internal Financial Control
and that such controls are adequate and operating effectively.
The internal control framework has been designed to provide
reasonable assurance with respect to recording and providing
reliable financial and operational information, complying with
applicable laws, safeguarding assets from unauthorized
use, executing transactions with proper authorization, and
ensuring compliance with corporate policies. A well-established
multidisciplinary Internal Audit a Assurance Services of JSW
Group consists of qualified finance professionals and engineers
experienced in working in a SAP environment. They carry out
extensive audits throughout the year across all functional
areas and submit their reports to the Audit Committee about
compliance with internal controls, efficiency a effectiveness of
operations, and key processes and risks.

The internal auditor reports to the Audit Committee. The Company
extensively practices delegation of authority across its team,
which creates effective checks and balances within the system
to arrest all possible gaps.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, the Company has revised its Policy
on dealing with Related Party Transactions in accordance with the
amendments to applicable provisions of the Listing Regulations.

The Company''s Policy on Dealing with Related Party Transactions,
as approved by the Board, is available on the Company website at:
https://www.iswinfrastructure.in/wp-content/uploads/2025/11/
Policy-on-dealing-with-Related-Party-Transactions.pdf.

The Related Party Transactions which are in the ordinary course
of business and on an arm''s length basis, of repetitive nature
and proposed to be entered into during the financial year are
placed before the Audit Committee for prior omnibus approval.
A statement giving details of all Related Party Transactions, as
approved, is placed before the Audit Committee for review on a
quarterly basis.

Pursuant to Regulation 23 of Listing Regulations, during the year
under review, the following subsidiaries of the Company, entered
into material related party transaction:

i. JSW Jaigarh Port Limited, a wholly owned subsidiary of the
Company with JSW Steel Limited;

ii. JSW Dharamtar Port Private Limited, a wholly owned
subsidiary of the Company with JSW Steel Limited;

iii. JSW Port Logistics Private Limited, a wholly owned
subsidiary of the Company with JSW Shipping a Logistics
Private Limited.

Further, the Company did not enter into any related party
transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

Related Party Transactions that were entered into by the
Company, during the year were at arm''s length basis and in
the ordinary course of business. The Company did not enter
into any contracts, arrangements or transactions with related
parties that fall under the scope of Section 188(1) of the Act
and accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for financial year 2026 and hence,
does not form part of this Report.

Pursuant to the provisions of Regulation 23(9) of the Listing
Regulations, the Company has filed half yearly reports on the
related party transactions, with the Stock Exchanges within the
statutory timelines.

21. DISCLOSURES RELATED TO POLICIES

A) Nomination Policy

The Company has adopted a Nomination Policy to identify
persons who are qualified to become Directors on the Board of
the Company and who may be appointed to senior management
positions in accordance with the criteria laid down, and
recommend their appointment and removal and also for the
appointment of Key Managerial Personnel of the Company, who
have the capacity and ability to lead the Company towards
achieving sustainable development.

In terms thereof, the size and composition of the Board
should have:

• an optimum mix of qualifications, skills, gender, and
experience as identified by the Board from time to time;

• an optimum mix of Executive, Non-Executive, and
Independent Directors;

• minimum six number of Directors or such minimum number
as may be required by Listing Regulations and/or by the Act
or as per Articles;

• maximum number of Directors as may be permitted by the
Listing Regulations and/or by the Act or as per Articles; and

• at least one Independent Woman Director.

While recommending a candidate for appointment, the
Nomination a Remuneration Committee shall assess the
appointee against a range of criteria, including qualifications, age,
experience, positive attributes, independence, relationships,

gender diversity, background, professional skills, and personal
qualities required to operate successfully in the position and
has the discretion to decide the adequacy of such criteria
for the concerned position. All candidates shall be assessed
on the basis of merit, skills, and competencies without any
discrimination based on religion, caste, creed, or sex.

B) Remuneration Policy

The Company regards its employees as the most valuable and
strategic resource and seeks to ensure a high-performance work
culture through a fair compensation structure, which is linked
to Company and individual performance. The compensation, is
therefore, based on the nature of the iob, as well as the skill and
knowledge required to perform the given iob in order to achieve
the Company''s overall obiectives.

The Company has devised a Policy relating to the remuneration
of Directors, Key Managerial Personnel and senior management
employees with the following broad obiectives:

• Remuneration is reasonable and sufficient to attract, retain,
and motivate Directors;

• Remuneration is reasonable and sufficient to motivate senior
management, Key Managerial Personnel and other employees
and to stimulate excellence in their performance;

• Remuneration is linked to performance.

• Remuneration Policy balances fixed and variable pay and
short and long-term performance obiectives.

Further, the Board of Directors of the Company, consolidated the
aforesaid two policies i.e. Nomination Policy and Remuneration
Policy into a single Nomination and Remuneration Policy, which
is available on the website of the Company at:https://www.
iswinfrastructure.in/wp-content/uploads/2025/11/Nomination-
and-Remuneration-Policy.pdf.

C) Whistle Blower Policy/ Vigil Mechanism

The Board has, in confirmation with Section 177 of the Act and
Regulation 22 of Listing Regulations framed "Whistle Blower
Policy/Vigil Mechanism". During the year under review, the
Policy was reviewed and amended by the Board to ensure its
continued relevance.

Details of the Whistle Blower Mechanism are given in the
Corporate Governance Report, forming part of this Integrated
Annual Report and is available on the website of the Company at:
https://www.iswinfrastructure.in/wp-content/uploads/2025/11/
Whistleblower-Policy.pdf.

D) Risk Management Policy

The Board of Directors of the Company has designed and
adopted a Risk Management Policy.

The Policy aims to ensure resilience for sustainable growth and
sound corporate governance by having an identified process
of risk identification and management in compliance with the
provisions of the Act and the Listing Regulations.

The Company follows the Committee of Sponsoring Organisations
(COSO) framework of Enterprise Risk Management to identify,
classify, communicate, and respond to risks and opportunities
based on probability, frequency, impact, exposure, and
resultant vulnerability.

Pursuant to the requirement of Regulation 21 of the Listing
Regulations, the Company has constituted a sub-committee of
Directors called the Risk Management Committee to oversee the
Enterprise Risk Management framework. The Risk Management
Committee periodically reviews the framework including cyber
security, high risks items, mitigation plans and opportunities
which are emerging or where the impact is substantially changing.
There are no risks which, in the opinion of the Board, threaten
the existence of the Company. Key risks of the Company and
response strategies are set out in the Management Discussion
and Analysis section which forms a part of this Integrated
Annual Report. The details of the meeting held in financial year
2025-26 is mentioned in the Corporate Governance Report of the
Company forming part of this Integrated Annual Report.

The Risk Management Policy of the Company is available on the
website of the Company at:https://www.jswinfrastructure.in/
wp-content/uploads/2025/11/Risk-Management-Policy.pdf.

E) Board Evaluation Policy

Pursuant to the provisions Section 178(2) and other applicable
provisions of the Act and Regulation 17(10), 19(4) and other
applicable provisions of Listing Regulations, the Company has
framed a Policy for Performance Evaluation of Independent
Directors, Board, Committees and other individual Directors,
which includes criteria for performance evaluation of the Non¬
Executive Directors and Executive Directors on the basis of
the criteria specified in this Policy. The Board evaluated the
performance of the individual Directors, Independent Directors,
their own performance and the working of its committees during
the financial year 2025-26.

Further, the Board of Directors of the Company, revised the
Board Evaluation Policy, which is available on the website of
the Company at:https://www.jswinfrastructure.in/wp-content/
uploads/2025/11/Board-Evaluation-Policy.pdf.

F) Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1)(c) of the Listing
Regulations, the Company has adopted a "Policy for determining
Material Subsidiaries", laying down the criteria for identifying
material subsidiaries of the Company.

Accordingly, JSW Jaigarh Port Limited, South West Port Limited,
JSW Dharamtar Port Private Limited, JSW Port Logistics Private
Limited and Navkar Corporation Limited have been determined
as the material subsidiaries of the Company for the financial
year 2025-26. The Material Subsidiary Policy of the Company
is available on the website of the Company at:https://www.
iswinfrastructure.in/wp-content/uploads/2025/11/Policv-for-
determination-of-Material-Subsidarv25.pdf.

G) Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the
Board has approved and adopted a Dividend Distribution Policy
which provides:

a. the circumstances under which shareholders may or may
not expect dividend;

b. the financial parameters that shall be considered while
declaring dividend;

c. the internal and external factors that shall be considered
for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

The Dividend Distribution Policy of the Company is available on
the website of the Company at:https://www.iswinfrastructure.
in/wp-content/uploads/2025/11/Dividend-Distribution-
Policy25.pdf.

H) Corporate Social Responsibility Policy

Pursuant to Section 135 of the Act, the Board of Directors of the
Company has adopted a Corporate Social Responsibility ("CSR")
Policy on the recommendation of the CSR Committee. CSR
activities are undertaken through JSW Foundation, in accordance
with the said Policy. The Company supports initiatives in the
field of health and nutrition, education, water, environment S
sanitation, waste management, skills and livelihoods, agri¬
livelihoods and sports, art and culture. The Company gives
preference to the local areas in which it operates for taking up
CSR initiatives.

The CSR Policy of the Company is available on the website of
the Company at:https://www.iswinfrastructure.in/wp-content/
uploads/2025/11/CSR_Policy_JSW_Infrastructure.pdf.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following are the changes in the
Directors S Key Managerial Personnel of the Company:

• Ms. Anita Belani (DIN: 01532511) was appointed as an
Additional Director and Independent Director of the Company
for a term of 3 consecutive years with effect from 27^th March,
2025. Her appointment was approved by the Members of
the Company by passing a special resolution through postal
ballot on 22^nd June, 2025.

• Mr. Rajive Kumar (DIN: 06620110) was appointed as an
Additional Director and Independent Director of the Company
for a term of 3 consecutive years with effect from 22^nd July,
2025. His appointment was approved by the Members of
the Company by passing a special resolution through postal
ballot on 24^th August, 2025.

• Ms. Neeta Mukerji (DIN: 00056010) was appointed as an
Additional Director and Independent Director of the Company
for a term of 3 consecutive years with effect from 23^rd August,
2025. Her appointment was approved by the Members of
the Company by passing a special resolution through postal
ballot on 28^th September, 2025.

• The second consecutive term of Ms. Ameeta Chatterjee
(DIN: 03010772) as an Independent Director of the Company
ended on 30^th August, 2025. Consequently, Ms. Chatteriee
ceased to be Independent Director of the Company.

• Mr. Nirmal Kumar Jain (DIN: 00019442) resigned from the
position of Independent Director of the Company with effect
from 30^th August, 2025.

• Mr. Kantilal Narandas Patel (DIN: 00019414) resigned from
the position of Non-Executive Non-Independent Director of
the Company with effect from 30^th August, 2025.

• Mr. Lalit Singhvi (DIN: 05335938) superannuated and
accordingly demitted his office as a Chief Financial Officer (Key
Managerial Personnel) of the Company, with effect from 31^st
August, 2025. He also ceased to be a Whole Time Director of
the Company on the same day. The Board of Directors of the
Company, at its meeting held on 23^rd August, 2025, approved
the change in designation of Mr. Lalit Singhvi from Whole Time
Director and Chief Financial Officer of the Company to Non¬
Executive Non-Independent Director of the Company for a
period of 3 years with effect from 1^st September, 2025, along
with payment of remuneration not exceeding '' 2,25,00,000
(Rupees Two Crore Twenty-Five Lakhs Only) per annum,
payable on a monthly basis. The same was approved by the
Members of the Company by passing a special resolution
through postal ballot on 28^th September, 2025. Further,
pursuant to Regulation 17(6)(ca) of the Listing Regulations,
shareholder approval by way of a Special Resolution is required
to be obtained every year for payment of annual remuneration
to a single Non-Executive Director, exceeding fifty percent of
the total annual remuneration payable to all Non-Executive
Directors. As the remuneration payable to Mr. Singhvi in the
financial year 2026-27 would exceed the aforesaid threshold,
the approval of the Members of the Company is being sought
at the forthcoming AGM.

• Mr. Devki Nandan Sharma (DIN: 06693431) was appointed
as a Whole Time Director (Key Managerial Personnel) of the
Company for a period of 3 consecutive years, with effect from
1^st September, 2025. His appointment was approved by the
Members of the Company by passing a special resolution
through postal ballot on 28^th September, 2025.

• Mr. Kartick Maheshwari (DIN: 07969734) was appointed
as an Independent Director of the Company for a term of 3
consecutive years with effect from 20^th February, 2026. His
appointment was approved by the Members of the Company
by passing a special resolution through postal ballot on 23^rd
March, 2026.

• Mr. Amitabh Kumar Sharma (DIN: 06707535) was re-appointed
as an Independent Director of the Company for a second term
of one year with effect from 28^th March, 2025. The same was
approved by the Members of the Company by passing a special
resolution through postal ballot on 22^nd June, 2025. Consequent
to completion of his second term as an Independent Director of
the Company, Mr. Sharma ceased to be an Independent Director
of the Company with effect from 27^th March, 2026.

• Ms. Gazal Qureshi (ACS 16843) resigned from the position
of Company Secretary S Compliance Officer (Key Managerial
Personnel) of the Company, with effect from 23^rd May, 2025.

• Mr. Hitesh Kanani (FCS 6188) was appointed as Company
Secretary S Compliance Officer (Key Managerial Personnel)
of the Company, with effect from 24^th May, 2025.

• Mr. J. Nagaraian was appointed as Chief Financial Officer (Key
Managerial Personnel) of the Company with effect from 1^st
September, 2025.

In accordance with the provisions of Section 152 of the Act and
in terms of the Articles of Association of the Company, Mr. Lalit
Singhvi (DIN: 05335938) retires by rotation at the forthcoming
AGM, and being eligible, offers himself for re-appointment.
Necessary Resolution for approval of the re-appointment
of Mr. Lalit Singhvi has been included in the Notice of the
forthcoming AGM of the Company. The Directors recommend
the same for approval by the Members.

The profile of Mr. Lalit Singhvi as required under Regulation 36(3)
of the Listing Regulations and Clause 1.2.5 of the Secretarial
Standard - 2, is given in the Notice of the AGM, which forms part
of this Integrated Annual Report.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of
any circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to discharge
their duties with an obiective, independent iudgment and
without any external influence.

The Independent Directors have complied with the Code for
Independent Directors prescribed under Schedule IV of the Act
and the Listing Regulations. The Board is of the opinion that the
Independent Directors of the Company are independent of the
management and possess requisite qualifications, experience
including proficiency and expertise and they hold the highest
standards of integrity.

The Company familiarizes its Independent Directors with their
roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model
and related risks of the Company, etc. Monthly updates on
performance/ developments are sent to the Directors. The brief
details of the familiarization programme is put up on the website
of the Company at:https://iswin.s3.ap-south-1.amazonaws.com/
iswinfrastructure/uploads/2025/11/Familiarisation_Program_
FY2026.pdf.

Mr. Rinkesh Roy, Joint Managing Director S Chief Executive
Officer, Mr. Devki Nandan Sharma, Whole Time Director, Mr. J.
Nagaraian, Chief Financial Officer and Mr. Hitesh Kanani, Company
Secretary S Compliance Officer are Key Managerial Personnel of
the Company as on 31^st March, 2026.

Except as stated above, there was no other change in the
Directors and Key Managerial Personnel of the Company during
the year under review.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company firmly believes that in order to be a responsible
corporate citizen in its true sense, its role is much more
than providing port services. As such, the Company aims
to continuously foster inclusive growth and a value-based,
empowered society. For this, the Company engages in such
initiatives for the welfare of society through JSW Foundation.

The Company continues to strengthen its relationship with the
communities by engaging itself in rural development activities
and promoting social development as per the categories
provided in the Act.

Strategy

• The Company administers the planning and implementation
of all CSR interventions. It is guided by the CSR Committee
appointed by the Board, which reviews the progress from
time to time and provides guidance as necessary.

• Taking note of the importance of synergy and interdependence
at various levels, the CSR programmes are carried out directly
as well as through strategic partnerships and in close
coordination with the concerned State Governments.

Thematic Areas

The Company has aligned its CSR programmes under education,
health, nutrition, waste & sanitation management, environment
& water, and skill enhancement. This helps the Company cover
the following thematic interventions as per Schedule VII of
the Act:

• Improving Living Conditions (Health Initiatives)

• Promoting Social Developments

• Addressing social inequalities

• Education Initiatives

• Waste Management & sanitation initiatives

As per Section 135 of the Act, all Companies having a net worth
of '' 500 Crore or more, or turnover of '' 1000 Crore or more, or a
net profit of '' 5 Crore or more during the immediately preceding
financial year are required to spend 2% of the average net profit
of their three immediately preceding financial years on CSR
related activities. Accordingly, the Company was required to
spend '' 4.92 Crore on CSR activities. During the current financial
year, the Company has spent an amount of '' 4.92 Crore towards
CSR expenditure.

In view of the solid foundation laid for the long-term projects in
this financial year and the envisioned scaling up of the ongoing
CSR projects, the Company will continue to create value for
its stakeholders.

The disclosure as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021, which
forms part of this Report is annexed as Annexure - B and B1.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, it
is hereby confirmed that:

(a) in preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the year under review;

(c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the
year under review on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

25. MEETINGS OF THE BOARD

During the year, 10 Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report,
which forms part of this Integrated Annual Report. The intervening
gap between the meetings was within the period prescribed
under the Act and Regulation 17 of the Listing Regulations.

26. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted the
following Committees in line with the applicable provisions of
the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

More information on all of the above Committees, including
details of their composition, scope, meetings, and attendance,
are provided in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

The Board of Directors confirm that, during the year under
review, they have accepted all recommendations received from
its Committees.

27. AUDITORS AND AUDITORS'' REPORTS

A) Statutory Auditors and Audit Report

As recommended by the Audit Committee and the Board of
Directors of the Company and in accordance with Section 139

of the Act and the Rules made thereunder, M/s. Shah Gupta &
Co., Chartered Accountants (Firm Registration no. 109574W),
were appointed as the Statutory Auditors by the Members of
the Company at the AGM held on 22^nd August, 2022, from the
conclusion of the 16^th AGM till the conclusion of the 21^st AGM.
The Company has received confirmation from Statutory Auditors
to the effect that they are not disqualified from continuing as
Statutory Auditors of the Company.

The Notes on financial statement referred to in the Statutory
Auditors'' Report are self-explanatory and do not call for any
further comments. The Statutory Auditors'' Report on the
standalone and consolidated financial statements of the
Company for the financial year 2025-26, forms part of this
Integrated Annual Report and does not contain any qualification,
reservation, adverse remark or disclaimer.

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board of Directors under Section 143(12) of
the Act and Rules framed thereunder.

B) Cost Records and Cost Audit

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Act. The Company has appointed M/s. Kishore
Bhatia and Associates (Firm Registration No. 00294) as the
Cost Auditors to undertake the audit of the cost records of the
Company for the financial year 2025-26.

The Board of Directors of the Company, on the recommendation
made by the Audit Committee, re-appointed M/s. Kishore Bhatia
and Associates as the Cost Auditors of the Company to conduct
the cost audit for the financial year 2026-27 at a remuneration
of '' 95,000 (Rupees Ninety- Five Thousand only) plus taxes as
applicable and reimbursement of actual travel and out-of-pocket
expenses incurred in connection with the cost audit.

M/s. Kishore Bhatia and Associates, being eligible, have
consented to act as the Cost Auditors of the Company for
the financial year 2026-27 and have confirmed that they are
not disqualified to be appointed as such. The resolution for
ratification of the proposed remuneration payable to M/s. Kishore
Bhatia and Associates to audit the cost records of the Company
for the financial year 2026-27, is being placed for the approval of
the Members of the Company at the forthcoming AGM.

C) Secretarial Auditor and Secretarial Audit

As recommended by the Audit Committee and the Board of
Directors of the Company and in accordance with Section 204
of the Act and the Rules made thereunder and Regulation 24A of
the Listing Regulations, M/s. SR Agarwal & Associates, Company
Secretaries, (FRN NO. P2021MH087900) were appointed as the
Secretarial Auditor by the Members of the Company at the AGM
held on 15^th July, 2025, for a term of 5 consecutive financial
years commencing from financial year 2025-26 to financial year
2029-30, to undertake the secretarial audit of the Company. The
Secretarial Audit Report in Form MR-3 is annexed as Annexure
- C and forms a part of this Report and do not contain any
qualifications, reservations, adverse remark or disclaimer. The

Company has received confirmation from Secretarial Auditor to the
effect that they are not disqualified from continuing as Secretarial
Auditor of the Company.

Secretarial Audit Report of Material Subsidiaries

As per Regulation 24(A)(1) of the Listing Regulations, the material
subsidiaries of the Company are required to undertake secretarial
audit and shall annex a Secretarial Audit Report, along with the
annual report of the listed entity. JSW Jaigarh Port Limited, South
West Port Limited, JSW Dharamtar Port Private Limited, JSW Port
Logistics Private Limited and Navkar Corporation Limited were
material subsidiaries of the Company for the financial year 2025¬
26 pursuant to Regulation 16(1)(c) of the Listing Regulations.
Since equity shares of Navkar Corporation Limited are listed on BSE
and NSE, its Secretarial Audit Report is not required to be annexed
to this Report.

Accordingly, M/s. Sunil Agarwal & Co., Company Secretaries
carried out the secretarial audit for JSW Jaigarh Port Limited,
South West Port Limited and JSW Dharamtar Port Private Limited.
M/s. SR Agarwal & Associates carried out the secretarial audit
for JSW Port Logistics Private Limited. These Secretarial Audit
Reports do not contain any qualifications, reservations, adverse
remark or disclaimer. Respective reports of unlisted material
subsidiaries in Form MR-3 are annexed as Annexure - C1, C2,
C3 and C4 which forms part of this Report.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with
the provisions of Secretarial Standard 1 pertaining to meeting of
Board of Directors and Secretarial Standard 2 pertaining to general
meeting, issued by the Institute of Company Secretaries of India.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the
Act, the Annual Return as on 31^st March, 2026 can be accessed
on the Company''s website at:https://www.iswinfrastructure.in/
investors/annual-return/

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review, as stipulated under the Listing Regulations is
presented in a separate section, forming part of this Integrated
Annual Report.

31. CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of the Listing
Regulations regarding Corporate Governance. A report on the
Company''s Corporate Governance practices and the requisite
Certificate from the Company''s Secretarial Auditor regarding
compliance with the conditions of Corporate Governance forms
a part of this Integrated Annual Report.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company believes that transparent, accurate, and
comprehensive disclosure practices not only aid in strategic
decision-making but also help demonstrate the incremental
value created for all groups of stakeholders.

The Business Responsibility and Sustainability Report for the
year under review, as stipulated under Regulation 34(2)(f) of
the Listing Regulations, describing the initiatives taken by
the Company from the environment, social and governance
perspective forms a part of this Integrated Annual Report and
is also available on the Company''s website at: https://www.
iswinfrastructure.in/investors/business-responsibility-and-
sustainabilitv-reports/.

33. INTEGRATED ANNUAL REPORT

The Securities and Exchange Board of India, in its circular dated
6^th February, 2017, had advised the top 500 listed companies (by
market capitalization) to voluntarily adopt Integrated Reporting
from financial year 2017-18.

The Company has published its Integrated Annual Report to be
in line with the International Integrated Reporting Framework
laid down by the International Integrated Reporting Council. The
framework pivots the Company''s reporting approach around
the paradigm of value creation and its various drivers. It also
reflects the Company''s belief in sustainable value creation
while integrating a balanced utilization of natural resources
and social development in its business decisions. An Integrated
Report intends to give a holistic picture of an organization''s
performance and prospects to the providers of financial capital
and other stakeholders. It is thus widely regarded as the future
of corporate reporting.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as required under the provisions of Section
134(3)(m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, in respect of Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
are as under:

(A) Conservation of energy

Acknowledging the critical role of energy management in
combating climate change, the Company has integrated two key
levers into its sustainability strategy, viz. process improvements
and renewable energy. Our energy management initiatives are
focused on enhancing the energy efficiency of our operations
and transitioning towards renewable energy sources.

(i) the steps taken or impact on conservation of energy

Some of the initiatives are as enlisted below:

• Shore-based power supply for all our tugs and MBCs
vessels berthed at two of our ports is stabilised.

• Minimising idle-running time of the material handling
equipment is being continued at all locations.

• Installation of motion sensor or timer-controlled
lighting system.

(ii) the steps taken by the Company for utilizing alternate
sources of energy:

Some of the initiatives are as enlisted below:

• Supply of renewable solar power through our Group
Captive Solar Projects for Mangalore and Ennore
locations has been regularised. Balance renewable
power sourcing at these locations is continuing
through IEX and other third-party sources. More than
90% of electricity utilised at Mangalore Terminals is
sourced through renewable resources.

• Total renewable power sourced in financial year 2025¬
26 is 26,886 Mwh which constitutes 19.1% of the total
electrical power consumed at all locations.

(iii) the capital investment on energy conservation
equipment:

Not Applicable

(B) Technology absorption

(i) the efforts made towards technology absorption:

The Company has undertaken significant initiatives
towards technology absorption through the adoption of
advanced digitalisation and automation solutions across
its port operations. These efforts include the development
and deployment of in-house digital platforms such as Port
Management Systems, digital logbooks, and real-time
operational dashboards, enabling seamless integration
across business functions.

Further, the Company has implemented emerging
technologies including Internet of Things (IoT)-based
systems for energy monitoring and fleet tracking, Artificial
Intelligence (AI)-enabled analytics for operational insights,
and Robotic Process Automation (RPA) for automated
reporting and compliance processes.

The Company has also strengthened its data infrastructure
through initiatives such as Data Lake and Data Warehouse
implementation to facilitate data governance, observability,
and advanced analytics capabilities. Additionally, various
systems have been integrated with SAP ERP and other
enterprise applications to ensure seamless data flow and
end-to-end process automation to give the overall visibility
to management.

Continuous in-house innovation has been pursued through
initiatives such as energy analytics, gate automation
using RFID/ANPR technologies, GPS-based tracking
systems, and the adoption of virtual reality for training.
Strategic collaborations with technology partners have
further supported the alignment of digital initiatives with
business obiectives.

(ii) the benefits derived like product improvement, cost
reduction, energy saving, product development or
import substitution:

The above initiatives have resulted in multiple operational
and strategic benefits, including improved efficiency,
transparency, and decision-making across port operations
through automation and real-time visibility.

The Company has achieved cost optimisation through
reduction in manual intervention and man-hours, along with
significant savings attributable to in-house development
of digital solutions, thereby reducing dependence on
external vendors.

Energy optimisation has been enabled through the
implementation of energy monitoring systems and
analytics, contributing to better resource utilisation.
Additionally, enhanced safety, compliance, and audit
readiness have been achieved through digital monitoring
systems and automated processes.

The Company has also strengthened revenue management
through automation of billing and contract processes,
improving accuracy and reducing revenue leakage.
Further, the development of in-house digital platforms
has contributed to product/platform innovation while
facilitating import substitution by reducing reliance on
external technologies.

(iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year):

The Company has not imported any technology.

(iv) the expenditure incurred on Research and
Development:

NIL

(C) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned during the year under
review, are as under:

	FY 2025-26	FY 2024-25
Foreign Exchange earned	4.90	8.52
Foreign Exchange used	347.12	179.91

35. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosure pertaining to remuneration and other details, as
required under Section 197(12) of the Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms a part of this Report.
However, as per the first proviso to Section 136(1) of the Act and
second proviso of Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Report

and Financial Statements are being sent to the Members of the
Company excluding the said statement. Any Member interested
in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.

The prescribed particulars of employees required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are attached as Annexure - D and forms a part of
this Report.

36. PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to establishing and maintaining
a workplace that is free from all forms of discrimination and
harassment, including sexual harassment, for all employees.
The Company has ensured compliance with the regulations
concerning the formation of an Internal Complaints Committee as
per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, at all its locations to
address any complaints related to sexual harassment. The
Company has not received any complaints pertaining to sexual
harassment during financial year 2025-26.

37. COMPLIANCE WITH MATERNITY BENEFIT

The Company complies with the provisions of the Maternity
Benefit Act, 1961 and provides maternity benefits to eligible
women employees.

38. IBC CODE & ONE-TIME SETTLEMENT

There are no proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016. There was no instance
of one-time settlement with any Bank or Financial Institution.

39. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

There was no unclaimed dividend due for the transfer to IEPF
during the financial year 2025-26.

40. ACKNOWLEDGMENTS

The Board wishes to place on record its sincere appreciation
to all employees for their hard work, dedication, commitment,
and efforts put in by them to achieve encouraging results under
difficult conditions during this year. The Board also wishes to
express its sincere appreciation and thanks to all customers,
suppliers, banks, financial institutions, solicitors, advisors, Bond
holders, shareholders & other stakeholders, the Government
of India, concerned State Governments, and other regulatory
& statutory authorities for their consistent support and co¬
operation extended to the Company during the year.

For and on behalf of the Board of Directors
JSW Infrastructure limited

Sajjan Jindal

Place: Mumbai Chairman

Date: 8^th May, 2026 (DIN: 00017762)

---

Mar 31, 2025

Your Directors take pleasure in presenting the Nineteenth Annual Report ("Integrated Annual Report") of the Company, together with the Standalone
and Consolidated Audited Financial Statements for the Financial Year("FY") ended 31^st March 2025.

1. COMPANY PERFORMANCE
Financial Results

(if in rrnro''i

Particulars	Standalone		Consolidated
¦	2024-2025	2023-24	2024-25	2023-24
Revenue from Operations	519.93	534.38	4,476.14	3,762.89
Other Income	663.93	416.46	352.95	269.41
Total Income	1,183.86	950.84	4,829.09	4,032.30
Profit before Interest, Depreciation, and Tax Expenses (EBITDA)	845.99	620.93	2,615.13	2,233.97
Finance cost	347.30	252.16	265.74	332.46
Depreciation S Amortization expenses	2.65	1.72	546.55	436.48
Profit before Tax (PBT)	496.04	367.05	1,802.84	1,465.03
Tax Expenses	104.65	79.84	281.36	304.34
Profit for the year attributable to Owners of the Company	391.39	287.21	1,503.08	1,155.91
Profit for the year attributable to Non-controlling interest	-	-	18.40	4.78
Other Comprehensive Income: Owners of the Company	(0.14)	-	(91.70)	(12.81)
Other Comprehensive Income: Non-controlling interest		-	(0.06)	(0.39)
Total Comprehensive Income (attributable to the owners of the Company)	391.25	287.21	1,411.38	1,143.10
Total Comprehensive Income (attributable to Non - controlling interest of the Company	-	-	18.34	4.39

Performance Highlights

Standalone

• Total Income of the Company for FY 2024-25 stood
at '' 1,183.86 crore as against '' 950.84 crore for
FY 2023-24, showing an increase of 24.51%.

• EBIDTA for the FY 2024-25 stood at '' 845.99 crore as against
'' 620.93 crore for the FY 2023-24, showing an increase of
36.25%.

• Profit after Tax for the FY 2024-25 stood at '' 391.39 crore
as against '' 287.21 crore for the FY 2023-24, showing an
increase of 36.27%.

• The Net Worth of the Company for the FY 2024-25 stood at
'' 5,144.35 crore as against '' 4,796.56 crore for the FY 2023¬
24, showing an increase of '' 7.25%.

Consolidated

• Total Income of the Company for the FY 2024-25 stood
at '' 4,829.09 crore as against '' 4,032.30 crore for the
FY 2023-24, showing an increase of 19.76%.

• EBIDTA for the FY 2024-25 stood at '' 2,615.13 crore as
against '' 2,233.97 crore for the FY 2023-24, showing an
increase of 17.06%.

• The Profit after Tax for the FY 2024-25 stood at is '' 1,521.48
crore as against '' 1,160.69 crore for FY 2023-24, showing
an increase of 31.08%.

• The Net Worth of the Company for the FY 2024-25 stood at
'' 9,329.20 crore as against '' 7,966.37 crore for the FY 2023¬
24, showing an increase of 17.11%.

2. OPERATIONS KEY HIGHLIGHTS

During the period under review, the total cargo handled by the
Company was 116.91 million tonnes per annum (MTPA), showing
a growth of 9% as compared to previous FY. The increase in
the volume is primarily on the incremental volumes from the
acquired assets (Fujairah Liquid Terminal and PNP Port) and
increased capacity utilisation across the coal terminals at the
Paradip, Ennore and Mangalore. The third-party volumes stood
at 57.3 million tonnes, implying a healthy growth of 34% Year on
Year. As a result, the share of third-party in the overall volumes
increased to 49% as compared to 40% a year ago. The higher
volume translated to 20% growth in the total income including
consolidation of Navkar Corporation Limited from 11^th October,
2024, which stood at ''4,829.09 crore. Increased income, the
benefit of operating leverage and cost control meant EBITDA of
''2,615.13 crore ( 17% YoY) with a strong margin of 54.2%. As
a result, PBT grew at 23% to ''1,803 crore, while PAT stood at
''1,521 crore representing a 31% year-on-year growth.

The Company operates in two segments.

For further details about Company''s performace, operations and
strategies for growth, please refer to the Management Discussion
and Analysis section as well as Our Ports and Terminals section
which forms part of this Integrated Annual Report.

3. PROJECT/NEW VENTURES:

a) Slurry Pipe line project from Nuagaon to Jagatsinghpur
in the state of Odisha

During the year under review, the Company''s Board approved
takeover of 30 MTPA "Under Development Slurry Pipeline
Project" (''Project'') from JSW Utkal Steel Limited, a wholly-owned
subsidiary of JSW Steel Limited and also to enter into a 20-
year long-term take-or-pay agreement for using the pipeline to
transport iron ore. The project is of 302 km slurry pipeline, running
from Nuagaon to Jagatsinghpur in the state of Odisha and it
will connect directly to the upcoming Jatadhar Port in Odisha.
Work on 122 km of the project has already been completed.
The project''s development is scheduled for completion in early
2027 and commercial operations are expected to commence
in April 2027. An independent valuation expert firm has set the
transfer price for the slurry pipeline currently being developed.
This Project aligns with the Company''s growth strategy, offering
robust annual cash flows and lucrative mid-teens Project IRR
(Internal Rate of Return).

Moreover, the Project offers a sustainable solution for
transporting iron ore underground, significantly reducing carbon
emissions and providing substantial environmental benefits.

The aforesaid transaction being a Related Party Transaction,
consent of the Members of the Company was obtained vide
Postal Ballot on 26^th January, 2025 for the following:

(a) the Acquisition of slurry pipeline business for the
transportation of iron ore from Nuagaon mines to
Jagatsinghpur in the State of Odisha, by way of Slump Sale

from JSW Utkal Steel Limited, a wholly owned subsidiary of
JSW Steel Limited and

(b) entering into a long term take or pay agreement with
JSW Steel Limited for the transportation of iron ore slurry
from Nuagaon mines to Jagatsinghpur through the slurry
pipeline, for a period of 20 years by the Company.

The Company executed the Business Transfer Agreement on
25^th March, 2025 completing the acquisition of slurry pipeline
business from JSW Utkal Steel Limited for a consideration of
'' 1,617 crore (subject to closing adjustments).

As on 31^st March 2025, work on 180 km (lowering) has been
completed of the Project.

Further, the Company also entered into a long term take or
pay agreement on the same date with JSW Steel Limited for
the transportation of iron ore slurry from Nuagaon mines
to Jagatsinghpur.

b) Logistics & Connectivity

i. Contract for Construction & Operation of Gati Shakti
Multi-Modal Cargo Terminal (GCT) at Arakkonam,
Chennai.

During the year under review, the Company bagged Letter
of Acceptance from Southern Railway, Chennai Division for
"Contract for Construction a Operation of Gati Shakti Multi¬
Modal Cargo Terminal (GCT)" at Arakkonam, Chennai, Tamil
Nadu. The Company intends to complete the construction
within 18 months of the grant of approval of construction
of GCT. The Railway land shall be licensed for a period of
35 years.

ii. Container Train Operator License/Concession (CTO
License)

CTO license is a key requirement for development of Inland
Container Depos, Container Freight Stations, Multi-Modal
Logistics Park connecting to Port/Stockyard a providing
end to end logistics solutions. This also allow carrying out
of Pan-India container train operations a could generate
container volumes for future container port/terminals
operated by the Company.

The Company entered into a Concession Agreement on
3^rd January, 2025, with Railway Administration (Northern
Railway), Government of India for purchase of Container
Train Operator Licence/Concession (CTO License) from Sical
Multimodal a Rail Transport Ltd (''SMART'') and Rail Transport
Limited. The CTO License is of Category I which was issued
to SMART by Railways in 2008 for 20 years, which can be
extended for additional 10 years. Purchase of the same is
based on long term strategies of the Company a will help
to expand its footprint in logistics space.

c) Acquisition of Navkar Corporation Limited (Navkar)

The Company through its wholly owned subsidiary, JSW Port
Logistics Private Limited, acquired 70.37% of shareholding in
Navkar, from its Promoters and Promoter Group. The shares of
Navkar are listed on BSE Limited and National Stock Exchange
of India Limited. Further details about operations of Navkar is
provided under the head ''Acquisition/Merger/Amalgamation'' at
serial number 4. of this report.

d) Port/Terminals

i. Murbe Port

In October 2024, the Company received Letter of Intent from
Maharashtra Maritime Board ("MMB") for "Development,
Operation, Management and Maintenance of an All Weather
and Multipurpose Port at village Murbe in Palghar District
of Maharashtra" on Public Private Partnership (PPP) basis
- Design, Built, Own, Operate and Transfer (DBOOT) Model.
The proposed Murbe port is designed to be an all-weather,
multi-cargo commercial port. The proposed port is located
near major highways such as the National Highway 8 a the
State Highway (Boisar Road) and Rail Corridors such as the
Delhi-Mumbai trunk rail route and the Dedicated Western
Freight Corridor. The hinterland of the proposed port is
vibrant, with the port set to meet the rising demands of
the Company''s anchor customer cargo and support the
EXIM Cargo operations of existing and rapidly expanding
industries in the area. This development could significantly
enhance economic activity and create a large number of
jobs in the region.

Pursuant to a tender process followed, inviting offers as per
Swiss challenge process from the interested bidders, and
further approval by State Government on 3^rd October, 2024,
a Letter of Intent ("LOI") has been awarded by MMB for
"Development, Operation, Management and Maintenance
of an all Weather and Multipurpose Port at village Murbe
in Palghar District of Maharashtra" on PPP basis - DBOOT
Model ("Project"). This LOI is an "In Principle" approval for the
said Project which is subject to fulfillment of the terms and
condition stipulated therein. The LOI is valid for the period
of 24 months, with a further extension clause. The royalty
payable is based on per metric ton which will be escalated
in the block period of 5 years. The remaining terms and
condition will be governed as per the Maharashtra Maritime
Development Policy-2023.

ii. Terminal at Chidambaranar Port

I n February 2024, the Company received Letter of Award
from V.O. Chidambaranar Port Authority for "Mechanization
of North Cargo Berth-III (NCB-III) for Handling Dry Bulk cargo
at V.O. Chidambaranar Port on Design, Build, Finance,
Operate and Transfer (DBFOT) Basis through PPP basis.
JSW Tuticorin Multipurpose Terminal Private Limited, a
wholly owned subsidiary of the Company, had entered
into a concession agreement on 2^nd July, 2024 with V.O.
Chidambaranar Port Authority, Tamil Nadu of Mechanize a

new 7 MPTA Cargo Berth III at the V.O. Chidambaranar Port.
It will leverage its operational capabilities of handling bulk
products and increase its cargo share on the East Coast.
The asset provides access to the rich hinterland with a
diverse cargo profile including dry bulk, coal, limestone,
gypsum, rock phosphate a copper concentrate.

4. ACQUISITION/MERGER/AMALGAMATION
Acquisitions of Navkar Corporation Limited:

On 27^th June, 2024, the Company approved the acquisition of
Navkar Corporation Limited ("Navkar"), through JSW Port Logistics
Private Limited("JSW Port"), a wholly owned subsidiary of the
Company. The approval was for acquiring 70.37% (10,59,19,675
fully paid up equity shares @ '' 95.61 per Equity Share) Equity
Shares in Navkar held by its Promoters and Promoter Group. The
transaction triggered a mandatory open offer by JSW Port under
the provisions of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations,
2011. On 11^th October, 2024, Navkar became a step-down
subsidiary of the Company.

The key operating facilities of Navkar are as follows:

• One Container Freight Station (CFS) and Gati Shakti
Cargo Terminal at Somathane, Pavnel and Two CFS at
Ajivali, Panvel.

• An Inland Container Depot (ICD) and Gati Shakti Cargo
Terminal (GCT) at Morbi, Gujarat.

Navkar also has a Container Train Operator License of Category 1
and Category 2.

Navkar has established a foothold with facilities in the Western
India industrial belt across the states of Maharashtra and Gujarat
and leveraged its railway capability to extend its service network
to Pan India. The acquisition aligns with the Company''s strategy
to pursue value-accretive organic and inorganic opportunities
in the port and related infrastructure sector. The acquisition
resulted in Company''s foray into logistics and other value
added services. It facilitates the business to offer improved
port connectivity and streamlined supply chain solutions to its
customer. The acquisition also marks a first step towards the
Company''s long-term vision of building and scaling an efficient
pan-India logistics network for last-mile connectivity. Further, it
complemented the growth strategy of increasing the Company''s
share of port-related container cargo driven by India''s strong
economic fundamentals.

Except as aforesaid, there were no other material event having
impact on the affairs of the Company.

5. TRANSFER TO RESERVES

The Company does not propose to transfer any amount (previous
year Nil) to reserves from the surplus. An amount of '' 1,773.37
crore (previous year '' 1,337.38 crore) is proposed to be held as
Retained Earnings.

6. DIVIDEND

Directors have recommended a dividend of '' 0.80 per share for
the FY 2024-25 (previous FY ''. 0.55 per share) for the approval of
the Members at the forthcoming Annual General Meeting (AGM).

The dividend payout is in accordance with the Dividend
Distribution Policy of the Company.

7. FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements
of the Company, which form a part of this Integrated Annual
Report, have been prepared in accordance with the provisions
of the Companies Act 2013("The Act"), Regulation 33 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirement) Regulations 2015 ("Listing
Regulations") and the Indian Accounting Standards. There is no
change in the financial year.

8. CAPITAL STRUCTURE

The Company''s Authorized Share Capital for the FY 2024-25,
remained same at ''1113,28,51,500 (Rupees One Thousand
One Hundred Thirteen Crore Twenty-Eight Lakhs Fifty-One
Thousand Five Hundred Only) divided into 516,64,25,750 (Five
Hundred Sixteen Crore Sixty Four Lakhs Twenty Five Thousand
Seven Hundred a Fifty Only) Equity Shares of '' 2/- each (Rupees
Two) and 8,00,00,000 (Eight Crore) Preference Shares of '' 10/-
(Rupees Ten) each.

The Paid Up Share Capital of the Company as on 31^st March,
2025 stands at '' 4,20,00,03,134 (Four Hundred a Twenty Crore
Three Thousand One Hundred a Thirty Four Only) consisting of
2,10,00,01,567 (Two Hundred and Ten Crore One Thousand Five
Hundred a Sixty Seven) Equity Share of '' 2 each.

There was no change in Authorized a Paid Up Share Capital of
the Company during the FY. Further, during the year under review
the Company has not issued any:

a. shares with differential rights

b. sweat equity shares

c. preference shares

The shares of the Company are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).

9. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS
(FCB)

The Company had issued USD 400 million 4.95% Senior
Secured Notes (FCB), in the FY 2021-22, which are due for
redemption in the FY 2028-29. These Notes are issued in the
International Market and are listed on the India International
Exchange (IFSC) Limited.

10. COMMERCIAL PAPER

The Company on 9^th October, 2024 issued a allotted Commercial
Paper (CP) aggregating to an amount of ''1000 crore. The CP
were redeemed on its maturity date on 18^th March, 2025.

The Company on 15^th April, 2025 issued a allotted CP aggregating
to an amount of ''1000 crore. The same is due for maturity on 30^th
September, 2025.

11. CREDIT RATING

On 21^st February, 2024, CARE Ratings Limited assigned "CARE
AA " with a Stable outlook as an Issuer rating. They have
reaffirmed the rating for long-term bank facilities to "CARE AA "
with a stable outlook and short-term bank facilities to "CARE A1 .

Fitch Ratings on 27^th August, 2024, affirmed the Company at
''BB ; Outlook Positive. Fitch has also affirmed the Company''s
USD 400 million senior secured notes due in the FY 2028-29 at
''BB '' with a Positive Outlook. Moody''s Ratings in 18^th October,
2024, affirmed the Long Term Corporate family rating at ''Ba1;
Outlook Stable. Moody''s Rating has also affirmed the Company''s
senior secured notes at ''Ba1'' with a Stable Outlook.

On 28^th August, 2024, CARE Ratings Limited assigned CARE A1
for Commercial Papers, issued by the Company.

12. ESG RATING

The global ESG risk rating agency, Morningstar Sustainalytics
has rated the Company with "Low Risk" on ESG with a Risk Rating
score of 12.3. A score of 10-20 is rated as Low Risk. This rating
places the Company at a rank of 35 out 175 companies in the
Transportation Infrastructure industry group globally. This is a
significant improvement from the high-risk rating given by the
same agency in April 2024 and is a testament to our good ESG
practices and commitment to work towards a sustainable world.

13. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS
PLAN AND SCHEME

The Company has formulated the JSW Infrastructure Limited
Employee Stock Ownership Plan 2016 ("ESOP 2016") and the
JSW Infrastructure Limited (JSWIL) Employees Stock Ownership
Plan - 2021 ("ESOP 2021") which were implemented through
the JSW Infrastructure Employees Welfare Trust, with an
objective of enabling the Company to attract and retain talented
human resources by offering them the opportunity to acquire
a continuing equity interest in the Company, which will reflect
their efforts in building the growth and the profitability of
the Company.

The applicable disclosures as stipulated under the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity), Regulations, 2021 (''SEBI SBEB Regulations'')
and the Act for the FY 2024-25, with regard to ESOP 2016 and
ESOP 2021 are available on the website of the Company at
https://www.jsw.in/infrastructure.

Voting rights on the shares, if any, as may be issued to employees
under the Plans, are to be exercised by them directly or through
their appointed proxy. Hence, the disclosure stipulated under
Section 67(3) of the Act, is not applicable. There is no material
change in the ESOP 2021 and the aforesaid Schemes are in
compliance with the SEBI SBEB Regulations, as amended from
time to time. The Certificate from the Secretarial Auditor of the
Company, that the aforesaid Scheme have been implemented
in accordance with the SEBI SBEB Regulations along with the
Resolution passed by the Members, would be available for
electronic inspection by the Members at the forthcoming AGM.

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2025, the Company has 22 subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read
with the Companies (Accounts) Rules, 2014 and in accordance
with applicable Accounting Standards, a statement containing
the salient features of financial statements for FY 2024-25 of the
Company''s subsidiaries in the prescribed Form AOC-1 is annexed
as Annexure - A to this Report.

In accordance with Section 136 of the Act, the audited Financial
Statements, including the Consolidated Financial Statements
and the related information of the Company as well as the
audited accounts of each of its subsidiaries, are available on the
website of the Company at https://www.isw.in/infrastructure.

During the year under review, the name of the following
subsidiaries were changed:

i. JSW Shipyard Private Limited to JSW Tuticorin Multipurpose
Terminal Private Limited w.e.f. 16^th May, 2024

ii. Masad Infra Services Private Limited to JSW Keni Port
Private Limited w.e.f. 6^th August, 2024.

iii. Nandgaon Port Private Limited to JSW Murbe Port Private
Limited w.e.f. 4^th December, 2024.

During the year under review, the Company incorporated
following subsidiaries:

i. JSW Port Logistics Private Limited on 19^th June, 2024; and

ii. JSW Overseas FZE on 13^th December, 2024 , through JSW
Terminal (Middle East) FZE , wholly owned subsidiary of
the Company.

Further, during the year under review, on 11^th October, 2024,
Navkar Corporation Limited became a stepdown subsidiary of
the Company.

Pursuant to the provisions of Regulation 16(1) (c) of the Listing
Regulations, the Company has adopted a Policy for determining
Material Subsidiaries, laying down the criteria for identifying
material subsidiaries of the Company. The Policy is available on

the Company website at: https://www.isw.in/infrastructure/isw-
infrastructure-policies.

JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar
Port Private Limited, JSW Paradip Terminal Private Limited and
Navkar Corporation Limited are the material subsidiaries of the
Company for the FY 2024-25.

For more details about operating subsidiaries, in addition to
Form AOC-1 annexed as Annexure - A, Members are requested
to refer to the Management Discussion and Analysis section as
well as our Ports and Terminals section which forms part of this
Integrated Annual Report.

Except as mentioned above, no other company became/ceased
to be Subsidiary/JV/Associate company, during the year.

15. DEPOSITS

The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Act read
with the Companies (Acceptance of Deposit) Rules, 2014, during
the year under review. Hence, the details relating to deposits as
required to be furnished in compliance with Chapter V of the Act
are not applicable.

16. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Act, no material changes and
commitments that could affect the Company''s financial position
have occurred between the end of the FY of the Company and
date of this report.

17. CHANGE IN THE NATURE OF BUSINESS

Except addition of logistic business of Navkar Corporation
Limited, there was no change in the nature of the business of
the Company during the FY 2024-25.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any
Regulator or any Court or any Tribunal that can have an impact
on the going concern status and the Company''s operations in
the future.

19. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS,
AND SECURITIES

Particulars of loans given, investments made, guarantees given,
and securities provided, along with the purpose for which the
loan or the guarantee or the security is proposed to be utilized
by the recipient, are provided in the notes to the standalone
financial statement.

20. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL
STATEMENTS

Internal Control and Internal Audit

A robust system of internal control and audit, commensurate
with the size and nature of the business, forms an integral
part of the Company''s policies. Internal control systems are an
integral part of the Company''s corporate governance structure.
The Board of Directors of the Company is responsible for ensuring
that the Company has laid down the Internal Financial Control
and that such controls are adequate and operating effectively.
The internal control framework has been designed to provide
reasonable assurance with respect to recording and providing
reliable financial and operational information, complying with
applicable laws, safeguarding assets from unauthorized
use, executing transactions with proper authorization, and
ensuring compliance with corporate policies. A well-established
multidisciplinary Internal Audit & Assurance Services of JSW
Group consists of qualified finance professionals and engineers
experienced in working in an SAP environment. They carry out
extensive audits throughout the year across all functional
areas and submit their reports to the Audit Committee about
compliance with internal controls, efficiency & effectiveness of
operations, and key processes and risks.

The internal auditor reports to the Audit Committee. The Company
extensively practices delegation of authority across its team,
which creates effective checks and balances within the system
to arrest all possible gaps.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, the Company has revised its Policy
on dealing with Related Party Transactions in accordance with the
amendments to applicable provisions of the Listing Regulations.

The Company''s Policy on Dealing with Related Party Transactions,
as approved by the Board, is available on the Company website
at: https://www.isw.in/infrastructure/isw-infrastructure-policies.

The Related Party Transactions which are in the ordinary course
of business and on an arm''s length basis, of repetitive nature and
proposed to be entered into during the FY are placed before the
Audit Committee for prior omnibus approval. A statement giving
details of all Related Party Transactions, as approved, is placed
before the Audit Committee for review on a quarterly basis.

Related Party Transactions that were entered into during the year
were at arm''s length basis and predominantly in the ordinary
course of business. Specific approvals as required under the
provisions of Section 188 of the Companies Act, 2013, have
been obtained for transactions that were not in the ordinary

course of business as stated in AOC-2 as Annexure - B forming
part of this Report.

During the year, the material related party transactions pursuant
to the provisions of Regulation 23 of the Listing Regulations
had been duly approved by the Members of the Company.
The Company did not enter into any related party transactions
during the year under review, which could be preiudicial to the
interest of minority shareholders.

Pursuant to the provisions of Regulation 23 of the Listing
Regulations, your Company has filed half yearly reports with the
stock exchanges, for the related party transactions.

22. DISCLOSURES RELATED TO POLICIES

A) Nomination Policy

The Company has adopted a Nomination Policy to identify
persons who are qualified to become Directors on the Board of
the Company and who may be appointed to senior management
positions in accordance with the criteria laid down, and
recommend their appointment and removal and also for the
appointment of Key Managerial Personnel (KMP) of the Company,
who have the capacity and ability to lead the Company towards
achieving sustainable development.

In terms thereof, the size and composition of the Board
should have:

• an optimum mix of qualifications, skills, gender, and
experience as identified by the Board from time to time;

• an optimum mix of Executive, Non-Executive, and
Independent Directors;

• minimum six number of Directors or such minimum number
as may be required by Listing Regulations and/or by the Act
or as per Articles;

• maximum number of Directors as may be permitted by the
Listing Regulations and/or by the Act or as per Articles; and

• at least one Independent Woman Director.

While recommending a candidate for appointment, the
Nomination & Remuneration Committee shall assess the
appointee against a range of criteria, including qualifications, age,
experience, positive attributes, independence, relationships,
gender diversity, background, professional skills, and personal
qualities required to operate successfully in the position and
has the discretion to decide the adequacy of such criteria
for the concerned position. All candidates shall be assessed
on the basis of merit, skills, and competencies without any
discrimination based on religion, caste, creed, or sex.

The Nomination Policy of the Company is available on the
website of the Company at: https://www.isw.in/infrastructure/
isw-infrastructure-policies

B) Remuneration Policy

The Company regards its employees as the most valuable and
strategic resource and seeks to ensure a high-performance work
culture through a fair compensation structure, which is linked
to Company and individual performance. The compensation, is
therefore, based on the nature of the iob, as well as the skill and
knowledge required to perform the given job in order to achieve
the Company''s overall objectives.

The Company has devised a Policy relating to the remuneration
of Directors, KMPs, and senior management employees with the
following broad obiectives:

i. Remuneration is reasonable and sufficient to attract,
retain, and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate
senior management, KMPs, and other employees and to
stimulate excellence in their performance;

iii. Remuneration is linked to performance.

iv. Remuneration Policy balances fixed and variable pay and
short and long-term performance obiectives.

The Remuneration Policy of the Company is available on the
website of the Company at: https://www.isw.in/infrastructure/
isw-infrastructure-policies

C) Whistle Blower Policy/ Vigil Mechanism

The Board has, in confirmation with Section 177 of the Act and
Regulation 22 of Listing Regulations framed "Whistle Blower
Policy/Vigil Mechanism.

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting the
highest standards of professionalism, honesty, integrity, and
ethical behavior.

This Policy has been framed with a view to providing a mechanism
interalia enabling stakeholders, including Directors and individual
employees of the Company and their representative bodies, to
freely communicate their concerns about illegal or unethical
practices and to report genuine concerns or grievances as also
to report to the management concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s code of
conduct or ethics policy.

The Whistle Blower Policy/Vigil Mechanism of the Company is
available on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies.

D) Risk Management Policy

The Board of Directors of the Company has designed S adopted
a Risk Management Policy.

The Policy aims to ensure Resilience for sustainable growth
and sound corporate governance by having an identified
process of risk identification and management in compliance
with the provisions of the Companies Act, 2013 and the
Listing Regulations.

The Company follows the Committee of Sponsoring Organisations
(COSO) framework of Enterprise Risk Management (ERM) to
identify, classify, communicate, and respond to risks and
opportunities based on probability, frequency, impact, exposure,
and resultant vulnerability.

Pursuant to the requirement of Regulation 21 of the Listing
Regulations, the Company has constituted a sub-committee
of Directors called the Risk Management Committee to
oversee the Enterprise Risk Management framework. The Risk
Management Committee periodically reviews the framework
including cyber security, high risks items, mitigation plans
and opportunities which are emerging or where the impact
is substantially changing. There are no risks which, in the
opinion of the Board, threaten the existence of the Company.
Key risks of the Company and response strategies are set out
in the Management Discussion and Analysis section which
forms a part of this Integrated Annual Report. The details of the
meeting held in the Financial year 2024-25 is mentioned in the
Corporate Governance Report of the Company forming part of
this Integrated Annual Report.

The Risk Management Policy of the Company is available on the
website of the Company at: https://www.isw.in/infrastructure/
isw-infrastructure-policies

E) Board Evaluation Policy

Pursuant to the provisions of the Act, and Listing Regulations,
the Company has framed a Policy for Performance Evaluation of
Independent Directors, Board, Committees, and other individual
Directors, which includes criteria for performance evaluation of
the Non-Executive Directors and Executive Director on the basis
of the criteria specified in this Policy, the Board evaluated the
performance of the individual Directors, Independent Directors,
their own performance, and the working of its committees during
the FY 2024-25.

During the year under review, the Board Evaluation Policy was
reviewed and amended by the Board to ensure its continued
relevance. The Board Evaluation Policy, of the Company is
available on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies

F) Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the Listing
Regulations, the Company has adopted a Policy for determining

Material Subsidiaries laying down the criteria for identifying
material subsidiaries of the Company.

Accordingly, JSW Jaigarh Port Limited, South West Port Limited,
JSW Dharamtar Port Private Limited, JSW Paradip Terminals
Private Limited and Navkar Corporation Limited has been
determined as the material subsidiaries of the Company for the
FY 2024-25. The Material subsidiary Policy of the Company is
available on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies.

5) Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the
Board has approved and adopted a Dividend Distribution Policy
which provides:

a. the circumstances under which shareholders may or may
not expect dividend;

b. the financial parameters that shall be considered while
declaring dividend;

c. the internal and external factors that shall be considered
for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

During the year under review, the Dividend Distribution Policy
was reviewed by the Board to ensure its continued relevance.

The Dividend Distribution Policy of the Company is available on the
website of the Company at: https://www.isw.in/infrastructure/
isw-infrastructure-policies.

t) Corporate Social Responsibility (CSR) Policy

Pursuant to Section 135 of the Act, the Board of Directors of
the Company has adopted a Corporate Social Responsibility
(CSR) Policy on the recommendation of the CSR Committee and
the CSR Policy has been amended from time to time to ensure
its continued relevance and to align it with the amendments
to applicable provisions of law. CSR activities are undertaken
in accordance with the said Policy. The Company undertakes
CSR activities through JSW Foundation. The Company gives
preference to the local areas in which it operates for taking
up CSR initiatives. In line with the Company''s CSR Policy and
strategy, the Company supports interventions, inter alia, in the
fields of health and nutrition, education, water, environment S
sanitation, agri-livelihoods, livelihoods and other initiatives.

The Corporate Social Responsibility Policy of the Company is
available on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies.

>3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following are the changes in the
Directors S Key Managerial Personnel of the Company:

• Dr. Anoop Kumar Mittal (DIN: 05177010) was appointed
as an Additional and Independent Director of the

Company for a term of 3 consecutive years from
15^th April 2024. The approval of the Members of the
Company for the said appointment was received through
Postal Ballot on 8^th June, 2024.

• Mr. Arun Maheshwari (DIN: 01380000) was re-appointed
as the Joint Managing Director and Chief Executive Officer
(Jt. Managing Director S CEO) and consequently as Key
Managerial Personnel of the Company for a period of three
years from 18^th April 2024. He stepped down from the
position of Jt. Managing Director S CEO of the Compnay
and consequently as Key Managerial Personnel of the
Company w.e.f. 7^th November, 2024. He continues to act
as Non Executive Director of the Company.

• Mr. Rinkesh Roy (DIN: 07404080) was appointed as
a Jt. Managing Director S CEO and consequently as a
Key Managerial Personnel of the Company for a period
of three years w.e.f. 8^th November, 2024 effect from
8^th November, 2024. The approval of the Members of
the Company was received through Postal Ballot on
26^th January, 2025.

• Mr. Gerard Earnest Paul Da Cunha (DIN: 00406461) retired
from the office of Independent Director with effect from
close of business hours on 27^th March, 2025 on account
of completion of his term as an Independent Director.

• Mr. Amitabh Kumar Sharma (DIN: 06707535) was
reappointed as an Independent Director of the Company for
a second term of one year w.e.f. 28^th March, 2025, subiect
to the approval of the Members of the Company.

• Ms. Anita Belani (DIN: 01532511), was appointed as an
Additional and Independent Director of the Company
for a first term of three consecutive years w.e.f. 27^th
March, 2025, subiect to the approval of the Members of
the Company.

In accordance with the provisions of Section 152 of the Act and
in terms of the Articles of Association of the Company, Mr. Saiian
Jindal (DIN: 00017762) retires by rotation at the forthcoming
AGM, and being eligible, offers himself for re-appointment.
Necessary Resolution for approval of the reappointment
of Mr. Saiian Jindal has been included in the Notice of the
forthcoming AGM of the Company. The Directors recommend
the same for approval by the Members.

The Profile of Mr. Sajjan Jindal as required under Regulation 36(3)
of the Listing Regulations and Clause 1.2.5 of the Secretarial
Standard - 2, is given in the Notice of the AGM, which forms part
of this Integrated Annual Report.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of
any circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to discharge
their duties with an objective, independent judgment and
without any external influence.

The Independent Directors have complied with the Code
for Independent Directors prescribed under Schedule IV of
the Companies Act, 2013 and the Listing Regulations. The
Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience including
proficiency and expertise and they hold the highest standards
of integrity.

The Company familiarizes its Independent Directors with their
roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model
and related risks of the Company, etc. Monthly updates on
performance/ developments are sent to the Directors. The
brief details of the familiarisation programme are put up on the
website of the Company at: https://www.jsw.in/infrastructure/
jsw-infrastructure-policies.

Mr. Rinkesh Roy (DIN: 07404080), Jt. Managing Director
& CEO, Mr. Lalit Singhvi, Whole Time Director & CFO and
Ms. Gazal Qureshi, Company Secretary & Compliance Officer are
Key Managerial Personnels of the Company as on 31^st March,
2025. Except as stated above, there was no other change in the
Directors and Key Managerial Personnel of the Company during
the year.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company firmly believes that in order to be a responsible
corporate citizen in its true sense, its role is much more
than providing port services. As such, the Company aims
to continuously foster inclusive growth and a value-based,
empowered society. For this, the Company engages in such
initiatives for the welfare of society through the JSW Foundation.

The Company continues to strengthen its relationship with the
communities by engaging itself in rural development activities
and promoting social development as per the categories
provided in the Act.

Strategy

• The Company administers the planning and implementation
of all CSR interventions. It is guided by the CSR Committee
appointed by the Board, which reviews the progress from
time to time and provides guidance as necessary.

• Taking note of the importance of synergy and
interdependence at various levels, the CSR programmes
are carried out directly as well as through strategic
partnerships and in close coordination with the concerned
State Governments.

Thematic Areas

The Company has aligned its CSR programmes under education,
health, nutrition, waste & sanitation management, environment
& water, and skill enhancement. This helps the Company cover
the following thematic interventions as per Schedule VII of
the Act:

• Improving Living Conditions (Health Initiatives)

• Promoting Social Developments

• Addressing social inequalities

• Education Initiatives

• Waste Management & sanitation initiatives

As per Section 135 of the Act, all Companies having a net worth
of ''500 crore or more, or turnover of ''1000 crore or more, or a
net profit of '' 5 crore or more during the immediately preceding
financial year are required to spend 2% of the average net
profit of their three immediately preceding financial years on
CSR related activities. Accordingly, the Company was required
to spend ''3.96 crore on CSR activities. During the current FY
the Company has spent an amount of ''3.96 crore towards
CSR Expenditure.

In view of the solid foundation laid for the long-term projects in
this FY and the envisioned scaling up of the ongoing CSR projects,
the Company will continue to create value for its stakeholders.

The disclosure as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021, which
forms part of this Report is annexed as Annexure - C.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, it
is hereby confirmed that:

(a) i n preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the year under review;

(c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the
year under review on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively, and

(f) t he Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

26. MEETINGS OF THE BOARD

During the year, 12 Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report,
forming part of this Integrated Annual Report. The intervening
gap between the Meetings was within the period prescribed
under the Act and Regulations 17 of the Listing Regulations.

27. COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the
following Committees in line with the applicable provisions of
the Act and SEBI Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

More information on all of the above Committees, including
details of their composition, scope, meetings, and attendance,
are provided in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

The Board of Directors confirm that, during the year under
review, they have accepted all recommendations received from
its Committees.

28. AUDITORS AND AUDITORS REPORTS

A) Statutory Auditors and Audit Report

As recommended by the Audit Committee and the Board of
Directors of the Company and in accordance with Section 139
of the Act and the Rules made thereunder, M/s. Shah Gupta &
Co., Chartered Accountants (Firm Registration no. 109574W),
were appointed as the Statutory Auditor of the Company by
the Members of the Company at the AGM held on 22^nd August,
2022, from the conclusion of the 16^th AGM till the conclusion
of the 21^st AGM. The Company has received confirmation from
Statutory Auditors to the effect that they are not disqualified
from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory
Auditors'' Report are self-explanatory and do not call for any further
comments. The Statutory Auditors'' Report on the standalone
and consolidated financial statements of the Company for the
FY 2024-25, forms part of this Integrated Annual Report and

does not contain any qualification, reservation, adverse remark
or disclaimer.

There was no instance of fraud during the year under review,
which required the Statutory Auditor to report to the Audit
Committee and / or Board of Directors under Section 143(12) of
the Act and Rules framed thereunder.

B) Cost Records and Cost Audit

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Act. The Company has appointed M/s Kishore
Bhatia and Associates (Firm Registration No. 00294) as the
Cost Auditors of the Company to undertake the audit of the cost
records of the Company for the FY 2024-25.

The Board of Directors of the Company, on the recommendation
made by the Audit Committee, re-appointed M/s Kishore Bhatia
and Associates as the Cost Auditors of the Company to conduct
the Cost Audit for the FY 2025-26 at a remuneration of '' 90,000
(Rupees Ninety Thousand only) plus taxes as applicable and
reimbursement of actual travel and out-of-pocket expenses
incurred in connection with the cost audit.

M/s Kishore Bhatia and Associates, being eligible, have
consented to act as the Cost Auditors of the Company for the
FY 2025-26 and have confirmed that they are not disqualified
to be appointed as such. The resolution for ratification of the
proposed remuneration payable to M/s Kishore Bhatia and
Associates to audit the cost records of the Company for the
FY 2025-26, is being placed for the approval of the Members of
the Company at the forthcoming AGM.

C) Secretarial Auditor and Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, read with
the Rules made thereunder, and Regulation 24A of the Listing
Regulations, the Company has appointed Mr. Sunil Agarwal,
Company Secretary in Practice, (Membership No. FCS:8706;
Certificate of Practice No.: 3286) to undertake the Secretarial
Audit of the Company for the FY 2024-25. The Secretarial Audit
Report in Form MR-3 is annexed as Annexure - D and forms a
part of this Report.

SEBI vide notification dated 12^th December, 2024, amongst
other, amended Regulation 24A of the Listing Regulations. The
said amended Regulation 24A stipulates that listed companies
and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit by a secretarial auditor who shall be
a peer reviewed company secretary.

Further, as per Regulation 24A, the appointment/ re-appointment
of an individual as a secretarial auditor cannot be for more than
one term of five consecutive years and in case the secretarial
auditor is a secretarial audit firm, it cannot be for more than two
terms of five consecutive years and such an appointment/re-
appointment shall be approved by the members of the company
at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on
the recommendation of the Audit Committee at its meeting held
on 30^th April, 2025, appointed M/s. SR Agarwal and Associates,
Company Secretaries (FRN NO. P2021MH087900) (Peer Review
No. 3600/2023), as the Secretarial Auditor of the Company,
for a period of five consecutive financial years commencing
from FY 2025-26 to the FY 2029-30, subject to approval of the
Members of the Company at the forthcoming AGM.

Secretarial Audit Report of Material Subsidiaries

As per Regulation 24(A)(1) of the Listing Regulations, the material
subsidiaries of the Company are required to undertake secretarial
audits. JSW Jaigarh Port Limited, South West Port Limited, JSW
Dharamtar Port Private Limited, Paradip Terminal Private Limited
and Navkar Corporation Limited were material subsidiaries of the
Company for the FY 2024-25 pursuant to Regulation 16(1)(c) of
the Listing Regulations.

Equity Shares of Navkar Corporation Limited are listed on BSE
and NSE.

Accordingly, M/s. Sunil Agarwal & Co., Company Secretaries
carried out the secretarial audit for JSW Jaigarh Port Limited,
South West Port Limited, JSW Dharamtar Port Private Limited.
M/s. SR Agarwal & Associates carried out secretarial audit of
Paradip Terminal Private Limited. These Secretarial Audit Reports
do not contain any observation or qualification. Respective
reports of unlisted material subsidiaries in Form MR-3 are
annexed as Annexure - D1, D2, D3 and D4 which forms part of
this Report.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied
with Secretarial Standards 1 and 2, issued by the Institute of
Company Secretaries of India.

30. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the
Act the Annual Return as on 31^st March, 2025 can be accessed
on the Company''s website at: https://www.jsw.in/infrastructure/
annual-return.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review, as stipulated under the Listing Regulations is
presented in a separate section, forming part of this Integrated
Annual Report.

32. CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of the Listing
Regulations regarding Corporate Governance. A report on the
Company''s Corporate Governance practices and the requisite
Certificate from the Company''s Statutory Auditor regarding
compliance with the conditions of Corporate Governance forms
a part of this Integrated Annual Report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company believes that transparent, accurate, and
comprehensive disclosure practices not only aid in strategic
decision-making but also help demonstrate the incremental
value created for all groups of stakeholders.

The Business Responsibility and Sustainability Report (BRSR)
for the year under review, as stipulated under Regulation 34(2)
(f) of the Listing Regulations, describing the initiatives taken by
your Company from the environment, social and governance
perspective forms a part of this Integrated Annual Report and is
also available on the Company''s website at: https://www.jsw.in/
infrastructure

34. INTEGRATED ANNUAL REPORT

The Securities and Exchange Board of India (SEBI), in its
circular dated February 6, 2017, had advised the top 500 listed
companies (by market capitalization) to voluntarily adopt
Integrated Reporting from FY 2017-18.

The Company has published its Integrated Annual Report to be
in line with the International Integrated Reporting Framework
laid down by the International Integrated Reporting Council
(IIRC). The framework pivots the Company''s reporting approach
around the paradigm of value creation and its various drivers. It
also reflects the Company''s belief in sustainable value creation
while integrating a balanced utilization of natural resources
and social development in its business decisions. An Integrated
Report intends to give a holistic picture of an organization''s
performance and prospects to the providers of financial capital
and other stakeholders. It is thus widely regarded as the future
of corporate reporting.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as required under the provisions of Section
134(3)(m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, in respect of Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
are as under:

(A) Conservation of energy

Acknowledging the critical role of energy management in
combating climate change, the Company has integrated two key
levers into its sustainability strategy, viz. process improvements
and renewable energy. Our energy management initiatives are
focused on enhancing the energy efficiency of our operations
and transitioning towards renewable energy sources.

(i) the steps taken or impact on conservation of energy

Some of the initiatives are as enlisted below:

• Shore-based power supply for vessels berthed at two

of our ports was initiated in the previous year for all
Tugs and an MBC. This is being extended to other
MBCs as well at these two ports.

• Minimising idle-running time of the conveyor
belts and other equipment is being continued at
all locations.

(ii) the steps taken by the company for utilizing alternate

sources of energy:

Some of the initiatives are as enlisted below:

• Supply of renewable solar power through our Group
Captive Solar Projects for Mangalore and Ennore
locations has bee stabilized and this supply has been
made regular. Balance renewable power sourcing is
continuing through IEX and other third party sources.

• Total renwable power sourced in FY 2024-25 is
25,473 Mwh which constitutes 18.4% of the total
electrical power consumed at all locations.

• Installation of solar-powered streetlights in the port
premises at Mangalore.

(iii) the capital investment on energy conservation

equipment: Not Applicable

(B) Technology absorption

We recognize the importance of integrating technology in our
current operations to improve current management practices
and remain competitive in the evolving markets. We leverage
state-of-the-art technology in various aspects of our operations
resulting in faster turn-around times, cost savings, improved
risk management, better resource utilization, and lesser
carbon emissions.

(i) the efforts made towards technology absorption:

• Implementation / Upgradation of PMS at
Jaigarh location

• Eco Portal at Jaigarh Location

• BI & Analytics at Jaigarh Location

• Guard Patrolling System at Jaigarh, SWPL (Goa),
Dharamtar, Paradip Location

• Azure Cloud Server-PMS NEW ERA at Jaigarh Location

• Existing CCTV Hardware and software upgradation at
SWPL (Goa) Location

• Video Analytical Project at Dharamtar Location

• Training Data Recording at Dharamtar Location

• Asset Information Dashboard at Dharamtar Location

• Canteen Management System at Paradip Location

• Dredger Fuel Management System at Paradip
Location

• Energy Monitor System at Ennore Location

• CWMS System at Manglore Location

• Daily MIS Report at Manglore Location

• Vendor Search Engine at Dharamtar Location

• Digital Log Books for Operations, Marine and
Mechanical Departments at Dharamtar Location

• Safety Dashboard for Safety Department at Dharamtar
Location

• Analytics - Mechanical Department at Dharamtar
Location

• Analytics - Commercial Department at Dharamtar
Location

• Digital Log Book for Engineering and Operation
Departments at Jaigarh Location

(ii) the benefits derived like product improvement, cost
reduction, energy saving, product development or
import substitution:

• Improving Operational Efficiencies

• Cargo Accountability and reconciliation

• Correct information flow without manual intervention
to requisite members - Thereby faster decision and
reduced losses due to damage control.

• Customer frontage for data / document exchange
- reduction of footprint and time, reduction in
paper use

• Connectivity improvement

• Safe and secure working environment

(iii) i n case of imported technology (imported during
the last three years reckoned from the beginning of
the financial year): The Company has not imported any
technology.

(iv) the expenditure incurred on Research and
Development: NIL

(C) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned during the year are

as under:

J	FY 2024-25	FY 2023-24
Foreign Exchange earned	8.52	2.26
Foreign Exchange used	179.91	169.23

36. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosure pertaining to remuneration and other details, as
required under Section 197(12) of the Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms a part of this Report.
However, as per the first proviso to Section 136(1) of the Act and
second proviso of Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Report
and Financial Statements are being sent to the Members of the
Company excluding the said statement. Any Member interested

in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.

The prescribed particulars of employees required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, are attached as Annexure - E and form a part of this report.

37. PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to establishing and maintaining
a workplace that is free from all forms of discrimination and
harassment, including sexual harassment, for all employees.
The Company has ensured compliance with the regulations
concerning the formation of an Internal Complaints Committee
(ICC) as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, at all
its locations to address any complaints related to sexual
harassment. The Company has not received any complaints
pertaining to sexual harassment during FY 2024-25.

38. IBC CODE & ONE-TIME SETTLEMENT

There are no proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016. There was no instance
of a one-time settlement with any Bank or Financial Institution.

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no unclaimed dividend due for the transfer to IEPF
during the FY 2024-25.

40. ACKNOWLEDGMENTS

The Board wishes to place on record its sincere appreciation
to all employees for their hard work, dedication, commitment,
and efforts put in by them to achieve encouraging results under
difficult conditions during this year. The Board also wishes to
express its sincere appreciation and thanks to all customers,
suppliers, banks, financial institutions, solicitors, advisors, Bond
holders, shareholders & other stakeholders the Government of
India, concerned State Governments, and other regulatory &
statutory authorities for their consistent support and cooperation
extended to your Company during the year.

For and on behalf of the Board of Directors

JSW Infrastructure limited

Sajjan Jindal

Place: Mumbai Chairman

Date: 30^th April, 2025 (DIN: 00017762)

---

Mar 31, 2024

The Directors'' take pleasure in presenting the Eighteenth Annual Report of the Company, together with the Standalone and Consolidated Audited Financial Statements for the Financial Year (FY) ended 31^st March 2024.

1. COMPANY PERFORMANCE Financial Results

(Rs. in Crore)
Particulars	Standalone		Consolidated
¦	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	534.38	531.58	3,762.89	3,194.74
Other Income	416.46	296.70	269.41	178.11
Total Income	950.84	828.28	4,032.30	3,372.85
Profit before Interest, Depreciation, and Tax Expenses (EBITDA)	620.93	514.54	2,233.97	1,798.30
Finance cost	252.16	460.48	332.46	596.08
Depreciation S Amortization expenses	1.72	1.36	436.48	391.22
Profit before Tax (PBT)	367.05	52.70	1,465.03	811.00
Tax Expenses	79.84	(14.37)	304.34	61.48
Profit for the year attributable to Owners of the Company	287.21	67.07	1,155.91	739.48
Profit for the year attributable to Non-controlling interest	-	-	4.78	9.68
Other Comprehensive Income: Owners of the Company	-	-	(12.81)	(13.87)
Other Comprehensive Income: Non-controlling interest	-	-	(0.39)	(0.02)
Total Comprehensive Income (attributable to the owners of the Company)	287.21	67.07	1,143.10	725.97
Total Comprehensive Income (attributable to Non - controlling interest of the Company	-	-	4.39	9.66

Performance Highlights

Standalone

• Total Income of the Company for FY 2024 stood at '' 950.84 Crore as against '' 828.28 Crore for FY 2023, showing an increase of 14.80 %.

• EBITDA for FY 2024 stood at '' 620.93 Crore as against '' 514.54 Crore in FY 2023, recording an increase of 20.68%.

• Profit after Tax for the FY 2024 stood at '' 287.21 Crore as against '' 67.07 Crore in the FY 2023, registering an increase of 328.22 %.

• The net worth of the Company increased to '' 4,796.74 Crore at the end of FY 2024 from '' 1,602.76 Crore at the end of FY 2023.

• Net Debt gearing stood at 0.26 times as at the end of the FY 2024 compared to 1.75 times as at the end of FY 2023.

Consolidated

• Total Income of the Company for FY 2024 stood at '' 4,032.30 Crore as against '' 3,372.85 Crore for FY 2023, showing an increase of 19.55%.

• EBITDA for FY 2024 stood at '' 2,233.97 Crore as against '' 1,798.30 Crore in FY 2023 showing an increase 24.23%.

• The Profit after Tax for the FY 2024 is '' 1,160.69 Crore as against '' 749.52 Crore in the FY 2023, registering an increase of 54.86%.

• The net worth of the Company increased to '' 8,231.02 Crore at the end of FY 2024 from '' 4,088.87 Crore at the end of FY 2023.

Initial Public Offering("IPO")

During the year under review, the Company raised '' 2,800 crore

by issue of Equity Shares through IPO in September-October 2023

and achieved a remarkable 37.37 times oversubscription. The

IPO proceeds utilization object being - towards prepayment or repayment, in full or part, of all or a portion of certain outstanding borrowings through investment in our wholly owned subsidiaries, JSW Dharamtar Port Private Limited and JSW Jaigarh Port Limited; Financing capital expenditure requirements through investment in our wholly owned subsidiary, JSW Jaigarh Port Limited, for proposed expansion/upgradation works at Jaigarh Port i.e., i) expansion of LPG terminal ("LPG Terminal Project"); ii) setting up an electric sub-station; and iii) purchase and installation of dredger; Financing capital expenditure requirements through investment in our wholly owned Subsidiary, JSW Mangalore Container Terminal Private Limited, for proposed expansion at Mangalore Container Terminal ("Mangalore Container Project"); and for General corporate purposes.

The Equity Shares of the Company were listed on BSE Limited and the National Stock Exchange of India Limited on 3^rd October 2023.

2. OPERATIONS KEY HIGHLIGHTS

JSW Infrastructure is the second-largest private port company, operating ten ports and terminals in India with a total capacity of 170 MTPA (through its Subsidiaries). These ports and terminals are located strategically on the east and west coasts of India, close to the industry or the source of raw materials like iron ore and coal.

During the period under review:

The Company has crossed the 100 MTPA (consolidated) mark for the first time and handled the highest cargo during FY 2023-24. During the year, it handled 106.45 MMT cargo, which is 14.7% higher than the previous year. Port-wise performance (Subsidiaries/Special Vehicle Purpose (SPV)) is elucidated in point no 11.

In December 2023 the Company, through JSW Terminal (Middle East) FZE, a wholly-owned subsidiary of the Company, acquired a 100% stake, i.e., 500 shares of Marine Oil Terminal Corp from MPT Commodities Limited, British Virgin Islands (Mercuria Group) for an enterprise value of $ 187 Million. Marine Oil Terminal Corp is operating a liquid storage terminal with a capacity of 4,65,000 CBM situated at Fujairah Oil Industry Zone (FOIZ) in Fujairah. The name of the company was changed from Marine Oil Terminal Corp to JSW Middle East Liquid Terminal Corp.

The Company has OSM arrangements for the operations of 2 terminals at the Fujairah Port and Dibba Port in the UAE. Fujairah Terminals have a total capacity of 24 MTPA, and Dibba Port has 17 MTPA. Dibba Port commenced its operation in March 2024 and handled 0.12 MMT during the financial year 2023-24. Whereas Fujairah Port terminals handled 12.04 MMT.

I n November 2023 the Company had emerged as the winning bidder for development of all-weather, deep-water, greenfield port at Keni in Karnataka on Public Private Partnership basis ("Keni Port"). The Karnataka Maritime Board, Government of Karnataka has issued the Letter of Award (LOA) to the Company on 16^th November, 2023. As per the Request for Proposal (RFP)

document, the estimated cost of the Project is '' 4,119 Crore with initial capacity of 30 MTPA. Subsequently on 29^th November 2023, Masad Infra Services Private Limited (wholly-owned subsidiary) has entered into a concession agreement with Karnataka Maritime Board, Government of Karnataka for Keni Port on Public Private Partnership basis Design, Build, Finance, Operate and Transfer (DBFOT) model.

I n December 2023 the Company through its wholly owned subsidiary JSW Dharamtar Port Private Limited had acquired 50% plus 1 share of PNP Maritime Services Private Limited ("PNP Port") from SP Port Maintenance Private Limited (A Shapoorji Pallonji Group Company). The PNP Port had entered into a 30 year license agreement with Maharashtra Maritime Board (MMB) effective from 1^st October, 1999, to engage in the business of developing, operating and managing cargo handling facilities at Dharamtar, village Shahabad in Raigad district of Maharashtra for import and export of the cargo. Further, PNP Port has executed Deed of Lease for development of multi-purpose jetty for an additional waterfront area of 1,000 meters on 11^th April, 2012. PNP Port is well connected with Road and Railway facilities.

I n February 2024 the Company had received Letter of Intent from Jawaharlal Nehru Port Authority for "Equipping, Operation, Maintenance and Transfer of Additional Liquid Cargo Berths LB3 and LB4 at Jawaharlal Nehru Port through Public Private Partnership (PPP) Mode" ("JNPT Liquid Berth") Subsequently on 8^th April, 2024, the Company through JSW JNPT Liquid Terminal Private Limited (wholly-owned subsidiary) entered into a concession with Jawaharlal Nehru Port.

In February 2024 the Company had received Letter of Award from V.O. Chidambaranar Port Authority Tamil Nadu for "Mechanization of North Cargo Berth-III (NCB-III) for Handling Dry Bulk cargo at V.O. Chidambaranar Port on DBFOT Basis through PPP basis". Concession Agreement is to be signed as per terms of the Request for Proposal (RFP).

As long-term strategies and expansion plan of the Company it has entered into an agreement to purchase Container Train Operator Licence/Concession (''CTO licence'') from M/s. Sical Multimodal and Rail Transport Limited, subject to receipt of requisite approvals and Government clearances. This will help to expand its footprint in logistic business and participate in Container Train Operations Business.

Further details of Company''s performance, operations and strategies for growth, please refer to the Management Discussion and Analysis section which forms part of this Integrated Annual Report.

3. TRANSFER TO RESERVES

The Company does not proposes to transfer any amount (previous year Nil) to reserves from the surplus. An amount of '' 1,337.38 crores (previous year '' 928.02 crores ) is proposed to be held as Retained Earnings.

4. DIVIDEND

Your Directors have recommended a dividend of '' 0.55 per Equity Share for the financial year 2023-2024 (previous year - Nil) for the approval of the Members at the forthcoming 18^th Annual General Meeting (AGM).

The dividend payout is in accordance with the Dividend Distribution Policy of the Company.

5. ACQUISITIONS/MERGERS/TAKEOVER

With an endeavor to expand business across the world, your Company, through its wholly-owned subsidiaries JSW Terminal (Middle East) FZE and JSW Dharamtar Port Private Limited, have acquired Marine Oil Terminal Corp and PNP Maritime Services Private Limited respectively. For more details refer to point 2 and point 11 of this Report.

6. FINANCIAL STATEMENT

The audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Integrated Annual Report, have been prepared in accordance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015 ("Listing Regulations") and the Indian Accounting Standards.

7. CHANGE IN CAPITAL STRUCTURE

During the year under review, your Company has completed an Initial Public Offering ("IPO") of 23,52,94,117 equity shares of face value of '' 2 each for cash at a price of '' 119 per equity share (including share premium of '' 117 per equity share) aggregating to '' 2,800 crore. The Issue was open to the public from 25^th September, 2023 to 27^th September, 2023. The Issue was oversubscribed around 37.37 times. The equity shares of the Company have been listed on BSE Limited and the National Stock Exchange of India Limited on 3^rd October, 2023.

Your Company has appointed CARE Limited as the Monitoring Agency in terms of Regulation 41 of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and has obtained a monitoring report for every quarter and submitted the same with Stock Exchanges as required under Listing Regulations. The proceeds realized by the Company from the IPO are being utilized as per objects of the Issue disclosed in the Prospectus of the Company.

Proceeds from the IPO

The details of the proceeds of the fresh issue are set forth below:

('' in Crore)
Particulars	Amount
Gross Proceeds of the Fresh Issue	2,800.00
(Less) Net of provisional IPO Expenses	(73.87)
Net Proceeds	2,726.13

The utilization of funds raised through IPO has been mentioned here under:

('' in Crore)
Object of the Issue	Amount Allocated	Amount utilized as of 31st March 2024
Capital Expenditure	1,180.08	32.00
Repayment of	880.00	880.00
Borrowings
General Corporate	666.05	666.05
Purpose
Net proceeds	2,726.13	1,578.05

There has been no deviation in the utilization of the IPO proceeds of the Company. The Net Proceeds of '' 1,148.08 Crore were not utilized as of 31^st March 2024 and are invested in Fixed Deposits with scheduled commercial banks. The Monitoring Agency Report is available at the Company''s website: https://www.jsw. in/infrastructure/stock-exchange-releases.

The Company''s Authorized Share Capital during the financial year 31^st March, 2024, remained at '' 11,13,28,51,500 (Rupees One Thousand One Hundred Thirteen Crore Twenty-Eight Lakhs Fifty-One Thousand Five Hundred Only) divided into 516,64,25,750 (Five Hundred Sixteen Crore Sixty Four Lakhs Twenty Five Thousand Seven Hundred & Fifty Only) Equity Shares of '' 2/-(Rupees Two) each and 8,00,00,000 (Eight Crore) Preference Shares of '' 10/- (Rupees Ten) each.

During the financial year under review, the paid-up equity share capital of the Company stands at '' 420 crore.

Further, your Company has not issued any:

a. shares with differential rights;

b. sweat equity shares; and

c. preference shares

8. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS (NOTES)

The Company had issued U.S.$400,000,000 4.95%. Senior Notes due 2029 (the "Notes") in the FY 2021-22. These Notes issued by the Company in the International Market are listed on the India International Exchange (IFSC) Limited.

9. CREDIT RATING

In October 2023, Moody''s Investor Service upgraded JSW Infrastructure''s Corporate Family Rating (CFR) and its senior secured notes to "Ba1" from "Ba2" with a Stable outlook. Subsequently, in December 2023, Fitch Ratings affirmed the senior secured notes at BB and revised the outlook to Positive from Stable.

In February 2024, CARE Ratings Limited assigned "CARE AA " with a Stable outlook as an Issuer rating. They have reaffirmed the rating for long-term bank facilities to "CARE AA " with a stable outlook and short-term bank facilities to "CARE A1 ".

10. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS PLAN AND SCHEME

The Company, has formulated the JSWIL Employee Stock Ownership Plan 2016 ("ESOP 2016") and the JSW Infrastructure Limited (JSWIL) Employees Stock Ownership Plan - 2021 ("ESOP 2021") which is implemented through the JSW Infrastructure Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (''SEBI SBEB Regulations'') and the Companies Act, 2013 for the year ended 31^st March, 2024, with regard to ESOP 2016 and ESOP 2021 are available on the website of the Company at https://www.jsw.in/infrastructure.

Voting rights on the shares, if any, as may be issued to employees under the Plans, are to be exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable. There is no material change in the ESOP 2016 and ESOP 2021 and the aforesaid schemes are in compliance with the SEBI SBEB Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company confirming, that the aforesaid schemes have been implemented in accordance with the SEBI SBEB Regulations along with the resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 18^th AGM.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2024, the Company had 19 subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements for the year ended 31^st March, 2024 of the Company''s subsidiaries in the prescribed format AOC-1 is annexed as Annexure A to this Report.

I n accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at https://www.jsw.in/ infrastructure.

Pursuant to the provisions of Regulation 16(1) (c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The policy is available on the Company website at the link: https://www.jsw.in/ infrastructure/jsw-infrastructure-policies.

JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar Port Private Limited and Ennore Coal Terminal Private Limited are

the material subsidiaries of the Company during the Financial year 2023-24.

Details of Subsidiaries are detailed below:

JSW Jaigarh Port Limited -Jaigarh Port

JSW Jaigarh Port Limited (JPL) is a wholly-owned subsidiary of the Company. Jaigarh Port is a common-user multi-cargo greenfield port located at Jaigarh, Ratnagiri in the state of Maharashtra. JPL has an operational capacity of 55 MMTPA with seven berths and is fully equipped with state-of-the-art cargo handling equipment with a portfolio of bulk cargo, Liquefied petroleum gas (LPG,) and Petroleum Oil and Lubricants (POL) and Container Cargo. During the financial year FY 2023-24 the Company has handled 21.51 MMT of cargo which is 6 % higher than the previous year. Operating EBITDA for the year under review was at '' 796.84 crore as against '' 703.81 crore in the previous year. Profit after Tax was at '' 472.84 crore compared to '' 428.07 crore in the year earlier.

Awards & Recognition:

• Received a 5-star rating from the British Safety Council and became the first port in India to Receive this Certification

• Honored as the "Most Efficient Port" at the Sugar & Ethanol International Awards 2024 in February 2024

• Won ''GOLD AWARD'' for outstanding achievement under the ''Occupational Health & Safety'' Category at Sustainable Development Foundation on 15^th December, 2023

• Received Felicitation from Konkan Railway Corporation Limited for significant contribution to fostering freight growth along the Konkan Railway

• Won Grow Care India Occupational Health & Safety (OHS) - 2023 Platinum Award in the Port & Harbour Sector for outstanding achievement in OHS management

• Received 10^th Samudra Manthan Award 2023 on 8^th November 2023 in Non-Major Port of India

• Received the "National Awards for Excellence in Ports & Shipping" on 13^th July, 2023. Recognized for Outstanding Achievements in Bulk Port Operations, Business Leadership, Coastal Shipping, and Corporate Social Responsibility.

South West Port Limited (SWPL) - Goa Port

South West Port Limited (SWPL) is a subsidiary of the Company. SWPL operates two multi-purpose cargo handling berths under a License Agreement with Mormugao Port Trust, Goa. During the year under review, SWPL has handled 7.17 MMT cargo. Operating EBITDA for the year under review was at '' 84.94 crore as against '' 87.69 crore in the previous year. Profit after tax was at '' 62.52 crore from '' 58.51 crore in FY 2022-23. The Company is duly recognized for its emphasis on maximizing resource utilization, streamlining operations, prioritizing occupational safety, and reducing environmental impact.

Awards & Recognition:

• Received the Greentech Quality & Innovation Award 2023 on 22^nd August, 2023

• Won the Exceed Green Future Award on 25^th August, 2023.

JSW Dharamtar Port Private Limited (DPPL)-Dharamtar Port

JSW Dharamtar Port Private Limited (DPPL) is a wholly-owned subsidiary of the Company. Dharamtar Port is situated in the Amba River, the port is one of the largest riverine ports in India, with a total capacity of 34 MTPA. The port can directly transport cargo from its berths to the customer''s storage facility through its modern cargo unloaders and conveying system. The Dharamtar Port handled 25.14 MMT cargo during FY 2023-24, which is 5% higher than the previous financial year. Operating EBITDA for the year under review was '' 278.80 crore as against '' 267.10 crore in the previous year. Profit after tax was at '' 268.59 crore as against '' 230.24 crore in FY 2022-23.

Awards & Recognition:

• Received "Apex India Occupational Health a Safety Award 2023" as the winner of the Gold Award under the Port sector on 6^th October, 2023

• Won the prestigious "Non-Major Port of the Year" Award from The Port & Shipping Industry Congress

JSW Paradip Terminal Private Limited (PTPL)- Paradip Iron Ore Terminal

JSW Paradip Terminal Private Limited (PTPL) is a subsidiary Company of JSW Infrastructure Limited. PTPL is operating an iron ore export terminal in Paradip Port Trust, in Odisha. It is India''s most advanced iron ore terminal, which is fully mechanized and environmentally friendly. The capacity of the terminal, as prescribed handling capacity of 10 MTPA, but efficient operation with modern equipment can allow this terminal to handle higher than the above capacity. The terminal is well positioned to service cargo handling for iron ore exporters from mines situated in Odisha. During FY 2023-24, the terminal handled 12.37 MMT cargo, which is 31% higher than the previous year.

Operating EBITDA for the year under review was '' 164.99 crore as against '' 101.68 crore in the previous year. Profit after tax was at '' 67.39 crore as against '' 15.88 crore in FY 2022-23.

Awards & Recognition:

• Was awarded as Large Enterprises, Port Industries Sector

• Received Maritime Excellence Award in Global Maritime India Summit 2023.

Masad Infra Services Private Limited (MISPL), formerly known as Masad Marine Services Private Limited - Keni Port

Masad Infra Services Private Limited (MISPL) was a wholly-owned subsidiary of JSW Dharamtar Port Private Limited. During the year under review, the Company purchased 74% shareholding from JSW Dharamtar Port Private Limited. On 29^th November 2023, MISPL entered into a concession agreement with the Karnataka

Maritime Board for the development of an all-weather, deep water, and greenfield port at Keni, Karnataka, on a Public-Private Partnership basis model.

JSW Mangalore Container Terminal Private Limited (JSW MCTPL) - New Mangalore Container Terminal

JSW Mangalore Container Terminal Private Limited (JSW MCTPL) is a wholly-owned subsidiary of the Company. JSWMCTPL has been operating this container terminal from FY 2022-23 and has grown substantially. The capacity of this terminal is 4.2 MTPA, which includes 0.64 MMT bulk cargo. The capacity utilization of this terminal has reached 62 %. It is now expanding its capacity up to 6 MTPA. During the financial year 2023-24, the terminal handled 1,96,685 TEUs, equivalent to 2.55 MMT, which is 18% higher than the previous year. JSW MCTPL is an all-weather lagoon-type port that handles containers and plays a critical role in sustaining the region''s logistics infrastructure. The Operating EBITDA for the year under review was '' 29.15 crore as against '' 25.47 crore in the previous year. Profit after Tax was at '' 1.33 crore from '' 2.68 crore in FY 2022-23.

Paradip East Quay Coal Terminal Private Limited (PEQ)- East Quay Coal Terminal

Paradip East Quay Coal Terminal Private Limited (PEQ) is a subsidiary Company. This terminal is also situated in Paradip Port Trust, Odisha and is used for coal exports, primarily for coastal transportation of coal from varoius coal mines in the hinterland of Odisha and Jharkhand. The terminal has a total capacity of 30 MTPA. It commenced its operation in FY 2021-22, and in the past, its capacity utilization reached 56%. It handled 16.77 MMT cargo during FY 2023-24, which is 40 % higher than the previous year.

The Operating EBITDA for the year under review was '' 153.66 crore compared to '' 77.37 crore in the previous year. Profit/(Loss) after Tax was at '' 1.14 crore from '' (51.59) crore in FY 2022-23.

Awards & Recognition:

Won International Safety Award from British Safety Council.

Southern Bulk Terminals Private Limited (SBTPL)

Southern Bulk Terminals Private Limited (SBTPL), along with its subsidiaries viz Ennore Coal Terminal Private Limited, Ennore Bulk Terminal Private Limited, and Mangalore Coal Terminal Private Limited, was a part of Chettinad Group. Your Company acquired Southern Bulk by executing a Share Purchase Agreement on 21^st October, 2020. After acquisition, your Company holds 100% of the paid up share capital of SBTPL.

Ennore Bulk Terminal Private Limited (EBTPL)- Ennore Bulk Terminal

Ennore Bulk Terminal Private Limited (EBTPL) is a step-down subsidiary of the Company. SBTPL holds 90 % of the paid-up share capital of the Company, and 10% is held by the Company. EBTPL is located within Kamarajar Port, Ennore, Chennai. The port ensures efficient and secure storage for various types of cargo,

enhancing the operational capabilities of the terminal. The port specializes in handling clean cargo, including coal, iron ore, POL, and automobile units. EBTPL has a handling capacity of 2 MTPA and has handled 1.47 MMT cargo during the year.

Ennore Coal Terminal Private Limited (ECTPL) - Ennore Coal Terminal

Ennore Coal Terminal Private Limited (ECTPL) is a step-down subsidiary of the Company. SBTPL holds 100% of the Company''s paid-up share capital. ECTPL is located within Kamarajar Port, Ennore, Chennai. It primarily handles coal, which is being imported for coal-based power plants and other industries in the vicinity. MoEF has increased its permitted capacity from 8.0 MTPA to 9.6 MTPA during the year. In the financial year 2023-24, it handled 9.31 MMT cargo, which is 7 % higher than the previous year. This multi-cargo terminal is a mechanized common-user coal terminal equipped with modern equipment. The Operating EBITDA for the year under review was at '' 73.96 crore as against '' 51.02 crore in the previous year. Profit after Tax was at '' 54.68 crore from '' 27.21 crore in FY 2022-23. This is part of Kamrajar Port Trust - a major port.

Mangalore Coal Terminal Private Limited (MCTPL) -New Mangalore Coal Terminal

Mangalore Coal Terminal Private Limited (MCTPL) is a step-down subsidiary of the Company. SBTPL holds 74% of the company''s paid-up capital, and ECTPL holds 26%. MCTPL is a state-of-the-art, all-weather facility located in the New Mangalore Port in state of Karnataka on the west coast of India. This fully mechanized bulk terminal is part of the New Mangalore Port Trust, which has a total capacity of 6.73 MTPA. The terminal directly handles coal and limestone. The terminal is strategically positioned 170 nautical miles south of Mormugao Port and 191 nautical miles north of Cochin Port. It ensures optimal accessibility and connectivity, serving as a crucial link in the region''s logical chain. It commenced its operation in FY 21 and its capacity utilization reached 71%. During FY 2023-24, the terminal handled 4.77 MMT cargo, which is 7% higher than the previous year.

The Operating EBITDA for the year under review was at '' 83.56 crore as against '' 68.64 crore in the previous year. Profit after tax was at '' 27.89 crore from '' 8.18 crore in FY 2022-23.

Awards & Recognition:

• Was awarded Environmental Excellence Award - 2023 in Platinum Category by Apex India Foundation, Delhi

• Received Platinum award in Occupational Health SSafety Category - 2023 by ''Grow Care India.

PNP Maritime Services Private Limited (PNP)- PNP Port

PNP Maritime Services Private Limited (PNP) is a step-down subsidiary of the Company. During the year under review, the Company, through its subsidiary JSW Dharamtar Port Private Limited, acquired 50% plus 1 share in PNP from SP Port Maintenance Private Limited. PNP Port enjoys the strategic geographical advantage of being in close proximity to major

ports like the Mumbai Port Trust and the Jawaharlal Nehru Port Trust. PNP Port, which is also a riverine port situated on the bank of the Amba River, opposite the Dharamtar Port and has a cargo handling capacity of 5 MTPA. During the year under review and since the acquisition, the Port handled 1.32 MMT cargo in FY 2023-24.

The port can handle various types of bulk cargo, such as coal, iron ore, limestone, steel products, etc. and has environmental approval upto 19 MMT.

JSW JNPT Liquid Terminal Private Limited (JNPT) -JNPT Liquid Berth

JSW JNPT Liquid Terminal Private Limited (JNPT) is a wholly-owned subsidiary of the Company. On 13^th March, 2024, JNPT was incorporated with an authorized and paid-up capital of '' 0.01 Crore. On 8^th April, 2024, JNPT entered into a concession Agreement with Jawaharlal Nehru Port Authority for equipping, operating, maintaining, and transferring liquid cargo berths LB3 and LB4 at Jawaharlal Nehru Port through Public Private Partnership Mode.

JSW Terminal (Middle East) FZE - (JTMEF)

JTMEF was incorporated on 5^th December 2016 at Fujairah Free Zone, the UAE, for the purpose of Port Operations & Maintenance (O&M) of Dry bulk handling at Fujairah Port. The authorized and paid-up capital of the Company is '' 4,81,06,87,016 (AED 21,19,56,100). The Company holds 100% of the paid up share capital of JTMEF.

JTMEF has entered into arrangement with Fujairah Port Authorities For O& M for two terminals at Fujairah Port (24MTPA) and Dibba Port (17MTPA). Both the O&M agreements are for five years, which can be mutually extended for further years. Dibba Port commenced its operation in March 2024 and handled 0.12 MMT Whereas Fujairah Port terminals handled 12.04 MMT, with revenue if '' 18.38 crores during the financial year 2023-24.

JSW Middle East Liquid Terminal Corp

In December 2023, the Company, through JSW Terminal (Middle East) FZE, a wholly-owned subsidiary of the Company, acquired a 100% stake, i.e., 500 shares of Marine Oil Terminal Corp from MPT Commodities Limited, British Virgin Islands (Mercuria Group) After the acquisition, the revenue of the Company was '' 73.61 Crore & Profit was '' 34.71 Crore & total cargo handled was 1.43 MMT.

Nandgaon Port Private Limited

Nandgaon Port Private Limited (NPPL) is a wholly-owned subsidiary of the Company. NPPL is developing a multi-cargo port at Nandgaon, Maharashtra. The port construction is at a preliminary stage. The authorized share capital of NPPL is '' 50 crore. While the paid-up capital is '' 36.37 crore as of 31^st March 2024.

JSW Jatadhar Marine Services Private Limited (erstwhile JSW Salav Port Private Limited)

JSW Jatadhar Marine Services Private Limited is a wholly-owned subsidiary of the Company. The name of the Company was changed from JSW Salav Port Private Limited to JSW Jatadhar Marine Services Private Limited with effect from 25^th July, 2023 to have a wider scope of business by carrying out port-related services at Jatadhar.

JSW Shipyard Private Limited (SPL) - Tuticorin Port

JSW Shipyard Private Limited (SPL) is a wholly-owned subsidiary of the Company. Pursuant to the Extra-Ordinary General Meeting held on 14^th March, 2024, the members approved the name change from "JSW Shipyard Private Limited" to "JSW Tuticorin Multipurpose Terminal Private Limited" subject to necessary approval.

Jaigarh Digni Rail Limited (JDRL)

Jaigarh Digni Rail Limited (JDRL) is a step-down subsidiary of the Company. During the year under review, the Board of Directors of JDRL on 8^th August, 2023 approved the amicable closure of the Concession Agreement dated 28^th June, 2015, entered between JDRL and the Ministry of Railways (MoR) through Konkan Railway Corporation Limited (KRCL) to develop rail connectivity between Jaigarh - Digni at the Konkan Railway network and Share Holders Agreement dated 5^th March, 2015 entered between JSW Jaigarh Port Limited (JPL), Konkan Railway Corporation Limited (KRCL) and Maharashtra Maritime Board (MMB) as to their equity participation in JDRL. Subsequently, JPL who was holding 63% further acquired 26% of the shares held by KRCL and 11% held by MMB. Presently JPL (along with its nominees) holds 100% shareholding of JDRL.

12. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

13. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments that could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

14. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended 31^st March, 2024.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or any Court or any Tribunal that can have an impact on the going concern status and the Company''s operations in the future.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS, AND SECURITIES

Particulars of loans given, investments made, guarantees given, and securities provided as per Section 186 of the Act, along with the purpose for which the loan or the guarantee or the security is proposed to be utilized by the recipient, are provided in the notes to the standalone financial statement.

17. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENTS

Internal Control and Internal Audit

A robust system of internal control and audit, commensurate with the size and nature of the business, forms an integral part of the Company''s policies. Internal control systems are an integral part of the Company''s corporate governance structure. The Board of Directors of the Company is responsible for ensuring that the Company has laid down the IFC and that such controls are adequate and operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies. A well-established multidisciplinary Internal Audit S Assurance Services of JSW Group consists of qualified finance professionals and engineers experienced in working in an SAP environment. They carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee about compliance with internal controls, efficiency S effectiveness of operations, and key processes and risks.

The internal auditor reports to the Audit Committee comprising of Independent Directors. The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company revised its Policy on dealing with Related Party Transactions in accordance with the amendments to applicable provisions of law/Listing Regulations.

The Company''s Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.jsw.in/infrastructure/jsw-infrastructure-policies.

All other contracts / arrangements / transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

The Related Party Transactions which are in the ordinary course of business and on an arm''s length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all related party transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The details of transactions/contracts/arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement.

19. DISCLOSURES RELATED TO POLICIES

A) Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed to senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

In terms thereof, the size and composition of the Board should have:

• an optimum mix of qualifications, skills, gender, and experience as identified by the Board from time to time;

• an optimum mix of Executive, Non-Executive, and Independent Directors;

• minimum six number of Directors or such minimum number as may be required by Listing Regulations and/or by the Act or as per Articles;

• maximum number of Directors as may be permitted by the Listing Regulations and/or by the Act or as per Articles; and

• at least one Independent Woman Director.

While recommending a candidate for appointment, the Nomination & Remuneration Committee shall assess the appointee against a range of criteria, including qualifications, age, experience, positive attributes, independence, relationships, gender diversity, background, professional skills, and personal

qualities required to operate successfully in the position and has the discretion to decide the adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, skills, and competencies without any discrimination based on religion, caste, creed, or sex.

The Nomination Policy of the Company is available on the website of the Company at the link: https://www.jsw.in/infrastructure/ jsw-infrastructure-policies

B) Remuneration Policy

The Company regards its employees as the most valuable and strategic resource and seeks to ensure a high-performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation, is therefore, based on the nature of the job, as well as the skill and knowledge required to perform the given job in order to achieve the Company''s overall objectives.

The Company has devised a policy relating to the remuneration of Directors, KMPs, and senior management employees with the following broad objectives:

i. Remuneration is reasonable and sufficient to attract, retain, and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs, and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance.

iv. Remuneration Policy balances fixed and variable pay and short and long-term performance objectives.

The Remuneration Policy of the Company is available on the website of the Company at the link: https://www.jsw.in/ infrastructure/jsw-infrastructure-policies

C) Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy and Vigil Mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior.

This Policy has been framed with a view to providing a mechanism interalia enabling stakeholders, including Directors and individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behavior,

actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at the link: https://www.jsw.in/ infrastructure/jsw-infrastructure-policies.

D) Risk Management Policy

The Board of Directors of the Company has designed & adopted a Risk Management Policy.

The policy aims to ensure Resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

Your Company follows the Committee of Sponsoring Organisations (COSO) framework of Enterprise Risk Management (ERM) to identify, classify, communicate, and respond to risks and opportunities based on probability, frequency, impact, exposure, and resultant vulnerability.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company has constituted a sub-committee of Directors called the Risk Management Committee to oversee the Enterprise Risk Management framework. The Risk Management Committee periodically reviews the framework including cyber security, high risks items, mitigation plans and opportunities which are emerging or where the impact is substantially changing. There are no risks which, in the opinion of the Board, threaten the existence of the Company. Key risks of the Company and response strategies are set out in the Management Discussion and Analysis section which forms a part of this Annual Report.

The Risk Management Policy may be accessed on the Company''s website: https://www.jsw.in/infrastructure/jsw-infrastructure-policies

E) Board Evaluation Policy

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of the criteria specified in this Policy, the Board evaluated the performance of the individual directors, independent directors, their own performance, and the working of its committees during the financial year 2023-24.

During the year under review, the Board Evaluation Policy was reviewed by the Board to ensure its continued relevance. The policy is available at the link: https://www.jsw.in/infrastructure/ jsw-infrastructure-policies

F) Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

Accordingly, JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar Port Private Limited and Ennore Coal Terminal Private Limited has been determined as the material subsidiaries of the Company during the financial year 2023-24. The Policy may be accessed on the website of the Company at https:// www.isw.in/infrastructure/isw-infrastructure-policies.

G) Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy which provides:

a. the circumstances under which shareholders may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. the internal and external factors that shall be considered for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

During the year under review, the Dividend Distribution Policy was reviewed by the Board to ensure its continued relevance.

The Policy is available on the website of the Company at the link: https://www.isw.in/infrastructure/isw-infrastructure-policies.

H) Corporate Social Responsibility (CSR) Policy

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and the CSR Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. CSR activities are undertaken in accordance with the said Policy. The Company undertakes CSR activities through the JSW Foundation, and is committed to allocating at least 2% of the average net profit of the last 3 years. The Company gives preference to the local areas in which it operates for taking up CSR initiatives. In line with the Company''s CSR Policy and strategy, the Company supports interventions, inter alia, in the fields of health and nutrition, education, water, environment & sanitation, agri-livelihoods, livelihoods and other initiatives (For more details refer point 21).

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at the link: https://www. isw.in/infrastructure/isw-infrastructure-policies.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sajjan Jindal (DIN: 00017762) was appointed as Chairman & Non-Executive Director by the Board/Shareholder w.e.f. 5^th May, 2023. Mr. Nirmal Kumar Jain (DIN:00019442) was re-designated as Vice-Chairman w.e.f. 5^th May, 2023. Mr. Gerard Earnest Paul Da Cunha (DIN: 00406461) and Mr. Amitabh Kumar Sharma (DIN: 06707535) were appointed as Independent Directors for a tenure of 2 years vide its board resolution dated 28^th March, 2023, which was further approved by the shareholders at their meeting held on 6^th May, 2023.

Mr. Arun Maheshwari (DIN: 01380000) was re-appointed as the Jt. Managing Director and CEO for a period of 3 years from 18^th April, 2024 to 17^th April, 2027 by the Board of Directors of the Company at its meeting held on 15^th April, 2024 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approvals by the members of the Company by way of Postal Ballot.

Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors, taking into account his integrity, expertise, and experience, appointed Mr. Anoop Kumar Mittal (DIN: 05177010) as an Additional and Independent Director of the Company for a term of 3 consecutive years from 15^th April 2024 to 14^th April, 2027, subject to the approval of the Members of the Company by way of Postal Ballot.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Lalit Singhvi (DIN: 05335938) retires by rotation at the forthcoming 18^th AGM, and being eligible, offers himself for re-appointment. Necessary Resolution for approval of the reappointment of Mr. Lalit Singhvi has been included in the Notice of the forthcoming 18^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members. Profile of Mr. Lalit Singhvi and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 18^th AGM.

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective, independent judgment and without any external influence.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise, and they hold the highest standards of integrity.

None of the Managerial Personnel except Mr. Arun Maheshwari (DIN:01380000), Jt. Managing Director & CEO, is in receipt of remuneration from South West Port Limited, a subsidiary of the Company where he was holding the position of President thereafter in April 2024 he is appointed as the Jt. Managing Director of SWPL

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/ developments are sent to the Directors. The brief details of the familiarisation programme are put up on the website of the Company at the link: https://www.isw.in/ infrastructure/jsw-infrastructure-policies.

As disclosed above, there was no other change in the Key Managerial Personnel of the Company during the year.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company firmly believes that in order to be a responsible corporate citizen in its true sense, its role is much more than providing port services. As such, the Company aims to continuously foster inclusive growth and a value-based, empowered society. For this, the Company engages in such initiatives for the welfare of society through the JSW Foundation.

The Company continues to strengthen its relationship with the communities by engaging itself in rural development activities and promoting social development as per the categories provided in the Companies Act, 2013.

Strategy

• The Company administers the planning and implementation of all CSR interventions. It is guided by the CSR Committee appointed by the Board, which reviews the progress from time to time and provides guidance as necessary.

• Taking note of the importance of synergy and interdependence at various levels, the CSR programmes are carried out directly as well as through strategic partnerships and in close coordination with the concerned State Governments.

Thematic Areas

The Company has aligned its CSR programmes under education, health, nutrition, waste & sanitation management, environment & water, and skill enhancement. This helps the Company cover the following thematic interventions as per Schedule VII of the Companies Act, 2013:

• Improving Living Conditions (Health Initiatives)

• Promoting Social Developments

• Addressing social inequalities

• Education Initiatives

• Waste Management & sanitation initiatives

As per Section 135 of the Companies Act, 2013, all Companies having a net worth of ''500 crore or more, or turnover of ''1000 crore or more, or a net profit of '' 5 crore or more during the immediately preceding financial year are required to spend 2% of the average net profit of their three immediately preceding financial years on CSR related activities. Accordingly, the Company was required to spend ''2.40 crore on CSR activities. During the current financial year, the Company has spent an amount of ''2.40 crore towards CSR Expenditure.

I n view of the solid foundation laid for the long-term projects in this fiscal and the envisioned scaling up of the ongoing CSR projects, the Company will continue to create value for its and further for a wider range of stakeholders.

The disclosure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is annexed to this report as Annexure B.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at the link: https://www. isw.in/infrastructure/isw-infrastructure-policies

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) i n preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year under review on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. MEETINGS OF THE BOARD

During the year, eight Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Listing Regulations.

24. COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following Committees in line with the applicable provisions of the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

More information on all of the above Committees, including details of their composition, scope, meetings, and attendance, are provided in the Corporate Governance Report, which forms part of this Annual Report.

25. AUDITORS AND AUDITORS REPORTS

A) Statutory Auditors and Audit Report

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration no. 109574W), were appointed as the Statutory Auditor of the Company by the Members of the Company at the Annual General Meeting held on 22^nd August, 2022, from the conclusion of the 16^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

B) Cost Records and Cost Audit

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, the Board appointed Kishore Bhatia a Associates, Cost Accountants as the Cost Auditor of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed Kishore Bhatia a Associates, Cost Accountants, to audit the cost records of the Company for the financial year 2024-25.

The Company, through postal ballot notice, shall ratify the remuneration payable to M/s. Kishore Bhatia a Associates for FY 2023-24 and FY 2024-25 by way of an ordinary resolution.

C) Secretarial Auditor and Secretarial Audit

The Board has appointed M/s. Sunil Agarwal & Co., Company Secretaries, to carry out a secretarial audit for the financial year 2023-24.

The Secretarial Audit Report issued by M/s. Sunil Agarwal & Co., Company Secretaries, for the financial year 2023-24, confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure C and forms a part of this Report.

Secretarial Audit Report of Material Subsidiaries

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audits. JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar Port Private Limited and Ennore Coal Terminal Private Limited were material subsidiaries of the Company for the financial year 2023-24 pursuant to Regulation 16(1)(c) of the Listing Regulations.

Accordingly, M/s. Sunil Agarwal & Co., Company Secretaries carried out the secretarial audit for JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar Port Private Limited and SR Agarwal & Associates carried out the secretarial audit for Ennore Coal Terminal Private Limited for the financial year 2023-24. These Secretarial Audit Reports do not contain any observation or qualification. The respective reports in Form MR-3 are annexed as Annexure C1, C2, C3 & C4 respectively and form a part of this Report.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

27. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2024 can be accessed on the Company''s website at https://www.isw.in/infrastructure/annual-return.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations is presented in a separate section, forming part of the Integrated Report.

29. CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of the Listing Regulations regarding Corporate Governance. A report on the Company''s Corporate Governance practices and the requisite certificate from the Practising Company Secretary regarding compliance with the conditions of Corporate Governance forms a part of this Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company believes that transparent, accurate, and comprehensive disclosure practices not only aid in strategic decision-making but also help demonstrate the incremental value created for all groups of stakeholders.

The Business Responsibility and Sustainability Report (BRSR) for the year under review, as stipulated under Regulation 34(2) (f) of the Listing Regulations describing the initiatives taken by your Company from the environment, social and governance perspective forms a part of this Integrated Report and is also available on the Company''s website: https://www.isw.in/ infrastructure

31. INTEGRATED REPORT

The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalization) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

The Company has published its Integrated Report to be in line with the International Integrated Reporting Framework laid down by the International Integrated Reporting Council (IIRC). The framework pivots the Company''s reporting approach around the paradigm of value creation and its various drivers. It also reflects the Company''s belief in sustainable value creation while integrating a balanced utilization of natural resources and social development in its business decisions. An Integrated Report intends to give a holistic picture of an organization''s performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting.

32. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the

Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy

Acknowledging the critical role of energy management in combating climate change, the Company has integrated two key levers into its sustainability strategy. Our energy management initiatives are focused on enhancing the energy efficiency of our operations and transitioning towards renewable energy sources.

(i) the steps taken or impact on conservation of energy;

Some of the initiatives are as enlisted below:

• Shore-based power supply for all Tugs and an MBC at two ports

• Minimizing idle-running time of the conveyor belts at three ports

(ii) the steps taken by the company for utilizing alternate sources of energy;

Some of the initiatives are as enlisted below:

• Commissioning of Group Captive Solar Project for New Mangalore Coal Terminal and Ennore Coal Terminal.

• Sourcing of more than 7500 MWh renewable energy through IEX and third parties at New Mangalore Coal Terminal and Ennore Coal Terminal.

• Installation of solar-powered streetlights in the port premises at Jaigarh Port.

• Installation of solar panels to supply power to CCTV, lights, and other equipment at the breakwater at Jaigarh Port.

(iii) the capital investment on energy conservation equipment;

Not applicable

(B) Technology absorption

We recognize the importance of integrating technology in our current operations to improve current management practices and remain competitive in the evolving markets. We leverage state-of-the-art technology in various aspects of our operations resulting in faster turn-around times, cost savings, improved risk management, better resource utilization, and lesser carbon emissions.

(i) the efforts made towards technology absorption;

• Steel Barcoding at SWPL, Goa

• Store Barcoding at SWPL, Ennore , Paradip, Mangalore

• PLC Mobility at Dharamtar

• Migration of Existing Truck Management ( Fre8 Wise) to New Linkhaul Platform at Paradip

• Energy Management System at Paradip

• Portbird - Customer Portal (Memo) at Ennore

• Yard Loading Approval at Ennore

• Upgradation of Port ERP - i-portman 2.0 version to i-portman 4.2 version as part of PMS across all Ports a Terminals - Started with Jaigarh

• No. of CCTV''s increased with upgradation of megapixel from 2 megapixel to 3 megapixel (on going) - Paradip

• Network structure changed to Ring network at Jaigarh, Paradip

• Replacement Firewall and upgrading with High availability - Ennore

• Indoor and outdoor Wi-Fi upgradation - Goa

• Hydraulic Oil Contamination Particle Monitoring at Paradip

• Single Wagon Tippler Hydraulic Cylinder Pressure Monitoring at Paradip

(ii) the benefits derived like product improvement, cost reduction, energy saving, product development or import substitution;

• Improving Operational Efficiencies

• Cargo Accountable and reconciliation

• Correct information flow without manual intervention to requisite members - Thereby faster decision and reduced losses due to damage control.

• Customer frontage for data / document exchange -reduction of footprint and time, reduction in paper use

• Connectivity improvement

• Safe and secure working environment

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

We have not imported any technology

(iv) the expenditure incurred on Research and Development

R&D expenditure is NIL as reported in BRSR also

(C) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned during the year.

('' in Crore)
1	FY 2023-24	FY 2022-23
Foreign Exchange earned	2.26	-
Foreign Exchange used	169.23	172.04

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure D and form a part of this report.

The disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report. However, as per the first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

35. PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is dedicated to establishing and maintaining a workplace that is free from all forms of discrimination and harassment, including sexual harassment, for all employees. The Company has ensured compliance with the regulations concerning the formation of an Internal Complaints Committee (ICC) as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, at all

its locations to address any complaints related to sexual harassment. The Company has not received any complaints pertaining to sexual harassment during FY 2023-24.

36. IBC CODE & ONE-TIME SETTLEMENT

There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of a one-time settlement with any Bank or Financial Institution.

37. ACKNOWLEDGMENTS

The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment, and efforts put in by them to achieve encouraging results during this year. The Board also wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Bond holders, shareholders & other stakeholders the Government of India, concerned State Governments, and other regulatory & statutory authorities for their consistent support and cooperation extended to your Company during the year. The Board extends its heartfelt gratitude to the shareholders for investing in the Initial Public Offer (IPO).