JSW Infrastructure Ltd Management Discussions

Capacity Addition and Utilisation

Capacity utilisation at ports was stable at ~56% in FY2024, following 3% to 6% growth in the overall port traffic. Port capacity and capex deferred in FY2021 due to COVID-19 pandemic is helping this recover, and a capacity addition of 2-4% is expected in the next five years. During this period, utilisation level is expected to remain range-bound at ~54-58%. Ports are likely to add capacity of 500-550 million tonne at 2-4% CAGR in the next 5 years, driven by LNG and LPG, followed by coal and container segments.

GOVERNMENT INITIATIVES

A. Promoting Port-led development

Launched in 2016, Sagarmala is the flagship programme of Ministry of Ports, Shipping and Waterways to promote port-led development, with a key objective of reducing logistics costs for domestic and export-import cargo, with optimised infrastructure investment. It is aimed at strengthening Indias coastal economy by modernising old ports and building new ports.

In an effort to expand the logistics sector, the important development projects under Sagarmala have led to significant enhancement in port capacity, connectivity and operational efficiency. This has resulted in reducing costs, shortening vessel turnaround time, accommodating larger ships and elevating strategic relevance of Indian ports in the South Asia region.

B. Privatisation of Terminals at Major Ports

The role of private players was being progressively enlarged, with public-private partnership (PPP) terminals currently handling 50% of cargo at major ports. Efforts are underway to raise their share to approximately 85% over the next few decades. The Ministry of Ports has a robust pipeline of 81 projects of more than 424 million, which are going to be awarded on Public- Private Partnership till FY2025.

The assets considered for privatisation from FY2022 to 2025 are spread across 9 of the 12 major ports. Towards this, 31 projects have been identified for private sector participation for improved operational efficiency and capacity utilisation of existing port assets. The total estimated capex towards 31 identified projects is estimated at 14,483 crore, of which 13 projects with expected capex of 6,924 crore were approved by the government.

INSTITUTIONAL FRAMEWORK AND KEY POLICIES

The Government has set up institutions to develop, monitor and regulate the operations of Indian ports. In addition, there are institutions which implement the policies related to the sector.

MARITIME INDIA VISION 2030

Taking India to Global Maritime Leadership

With the objective of propelling India to the forefront of the Global Maritime Sector, the Ministry of Ports, Shipping & Waterways has formulated the Maritime India Vision 2030 to ensure coordinated and accelerated growth and further boost performance and productivity of Indias maritime sector.

To strengthen our position of eminence in the global maritime sector, MIV 2030 identifies over 150 initiatives across various sub-sectors like ports, shipping and waterways, and is a comprehensive effort to define and meet the national maritime objectives. The adoption of landlord model is a huge opportunity for pan-India private terminal operators.

Key Focus of MIV 2030 initiatives

Guiding Principles defining MIV 2030

• To analyse current and future challenges to define initiatives

• To drive innovation by utilising latest technology

• To create time-bound action plan

• To benchmark to understand current standing and adopt best-inclass practices

• To address capability building and human resources

• To explore ideas to achieve "Waste to Wealth"

10 Key Themes for India to secure place in Global Maritime Sector:

1. To develop best-in-class port infrastructure

2. To drive E2E logistics efficiency and cost competitiveness

3. To enhance logistics efficiency through technology and innovation

4. To strengthen policy and institutional framework to support all stakeholders

5. To enhance global share in ship building, repair and recycling

6. To enhance cargo and passenger movement through inland waterways

7. To promote ocean, coastal and river cruise sector

8. To enhance Indias global stature and maritime cooperation

9. To lead the world in safe, sustainable and green maritime sector

10. To become top seafaring nation with world-class education, research and training

Sustainability

With its vast coastline of over 7,500 km and numerous ports, India has immense potential to become a leader in sustainable maritime transportation. Realising this potential, the government has been taking steps to promote the development of Green Ports to create a more sustainable maritime transportation system in the country.

GREEN PORTS ARE PORTS DESIGNED, CONSTRUCTED AND OPERATED IN AN ENVIRONMENTALLY SUSTAINABLE MANNER.THESE PORTS HAVE THE POTENTIAL TO REDUCE THE ENVIRONMENTAL IMPACT OF PORT OPERATIONS WHILE CREATING EMPLOYMENT OPPORTUNITIES AND PROMOTING ECONOMIC GROWTH.

Green Ports are ports designed, constructed and operated in an environmentally sustainable manner. These ports have the potential to reduce the environmental impact of port operations while creating employment opportunities and promoting economic growth.

The Ministry of Ports, Shipping, and Waterways launched "Harit Sagar" and put forth a Green Ports Policy, with guidelines for development of Green Ports in India. The policy mandates that all major ports in the country should adopt sustainable practices and promote the use of

renewable energy sources. It also encourages the development of port infrastructure, such as berths, jetties, and storage facilities, that are designed to minimise the environmental impact of port operations.

These Green Port guidelines are aimed at meeting the larger vision of achieving the Zero Carbon emission goal. The Ministrys focus on sustainable development with green ports and shipping is tracking leading maritime nations, which are defining best practices and setting standards.

The Green Ports Policy, which applies to both major and non-major ports across India, outlines specific goals on increasing green cover, electrifying vehicles and port equipment and establishing green ammonia bunkers, and refuelling facilities at major ports by 2035. With the sector being a catalyser of economic growth, the Ministry plans to develop green hydrogen hubs at all central and state government- owned ports.

The government has also taken steps to promote sustainable transportation through the development of inland waterways under the Sagarmala programme to promote the use of waterways for transportation. Inland waterways are an environmentally friendly mode of transportation and can help reduce road congestion and air pollution.

Industry Outlook

The Amrit Kaal Vision 2047, formulated by the Ministry of Ports, Shipping and Waterways, builds on the Maritime India Vision 2030 and aims to develop world-class ports and promote inland water transport, coastal shipping and a sustainable maritime sector. Given the rapid pace of expansion underway, India is looking at a nearly 300% increase in its cargo handling capacity at its sea and river ports by 2047, as stated by the Shipping Ministry. As part of a comprehensive plan, Indias total port capacity is set to increase from the existing 2,600 MTPA to more than 10,000 MTPA by 2047.

With an impressive growth in cargo movement through inland waterways, the government aims to substantially increase this to 500 MTPA by 2047, up from 126 MT in FY 2022-23, and 18 MT in FY 2013-14. It is also working on constituting a bureau of port security to upgrade and regulate the security of the countrys port assets.

COMPANY OVERVIEW

JSW Infrastructure Limited is the second-largest private commercial port operator in India in terms of cargo handling capacity with a

capacity of 170 MTPA. It is a part of JSW Group, a multinational conglomerate with an international portfolio of diversified assets across sectors. The Company operates 10 Port Concessions in India It has strategically located ports and terminals on the west and east coast of India. It provides a wide range of maritime-related services, including cargo handling, storage solutions, logistics and other value- added services to its customers.

In addition to its Indian operations, the Company has a Liquid storage terminal of 465,000 cubic metre (5 MTPA) at Fujairah, UAE and also operates two dry bulk terminals under O&M agreements for a cargo handling capability of 41 MTPA at Fujairah and Dibba in UAE.

The Company was set up in 2004 to cater to the logistics and supply chain for JSW Steel and other group companies. In FY2019, it made investments to expand to be able to serve third-party customers too. In FY 2023-24, third-party business increased to 40% of total cargo on a base of 106.5 MMT of cargo handled, higher than 33% in FY 2022-23.

Gaining long-term revenue visibility

The Company develops and operates ports and port terminals pursuant to Port Concessions. The ports and port terminals typically have long concession periods ranging between 30 and 50 years, providing it with long-term visibility of revenue streams. The capacity- weighted average balance concession period of its operational ports and terminals is approximately 25 years with Jaigarh Port, one of its largest assets, having a balance concession period of 35 years.

Customers Preferred Port-of-Choice

The Port Concessions are strategically located in close proximity to anchor customers and are chosen for their easy access to cargo origination and consumption points, enabling it to serve:

• Industrial regions: Maharashtra, Goa, Karnataka, Tamil Nadu, Andhra Pradesh and Telangana

• Mineral-rich belts: Chhattisgarh, Jharkhand and Odisha

In addition, the Company also benefits from strong evacuation infrastructure at the ports and port terminals that comprises multimodal evacuation techniques, such as coastal movement through a dedicated fleet of mini-bulk carriers, rail, road network and conveyor systems.

Business Overview

Key Developments, 2023-24

The Company crossed total volume of 100 MT for the first time in its

history.

Major Developments:

A. Greenfield Port Development at Keni, Karnataka:

The Company emerged as the winning bidder for the development of a greenfield port at Keni in Karnataka, further to which the concession agreement was signed with Karnataka Maritime Board. Capex estimate for the Project is 4,119 crore with an initial capacity of 30 MTPA.

Key Competitive Advantages:

• It is located strategically between two operational Major Ports - Mormugao Port in the north and Mangalore Port in the south

• It is envisaged as an all-weather, greenfield, multi-cargo, direct berthing, deep-water commercial port for handling all types of cargo on the west coast in northern Karnataka

B. Majority shareholding at PNP Maritime Services:

An operating port located at Shahbaj, Raigad district, Maharashtra, which is about 20 nautical miles from Mumbai Anchorage and opposite to the Companys Dharamtar Port and well-connected with Rail and Road. The purchase considerations are 270 crore for 50% plus 1 share of the paid-up capital of the PNP Port.

Key Competitive Advantages:

• It is located strategically opposite Dharamtar Port, 20 nautical miles from Mumbai Anchorage, and is well-connected with rail and road

• The port is expected to strengthen the Companys position to provide Hub a Spoke model services to its customers, thereby saving on logistics costs substantially

• The port has the potential to expand its current capacity from 5 MTPA to 19 MTPA

C. Acquired liquid storage facility at Fujairah:

The acquisition of the liquid storage facility at the Fujairah Port in UAE, with a capacity of 465,000 cubic metres or 5 MTPA stands completed. In line with the Companys strategy of diversifying its portfolio and pursuing value-accretive growth, the Companys wholly-owned subsidiary JSW Terminal Middle East FZE signed a share purchase agreement with MPT Commodities (part of Mercuria Group, Switzerland) to acquire a Liquid Storage facility at Fujairah for total consideration of US$ 187 million.

Key Competitive Advantages:

• It is the second-largest bunkering hub in the world after Singapore

• The acquisition helped the Company foray into the lucrative business of liquid storage at Fujairah Port

• The Terminal provides liquid bulk storage of fuel oil, gas oil, naphtha and gasoline, along with ship loading and discharging services to the clients

D. Won bid for dry bulk terminal at Tuticorin

The Company emerged as a winner for a 7 MTPA dry bulk terminal in Tuticorin through PPP mode.

E. Signed agreement for JNPT

The Company signed a concession agreement with Jawaharlal Nehru Port Authority for two liquid berths of 4.5 MTPA.

Other Developments:

A. Additional capacity at Ennore Coal Terminal:

The Company received the Environmental Clearance for setting up additional 1.6 MTPA at Ennore Coal Terminal. As a consequence of this, the terminals cargo handling capacity increased to 9.6 MTPA.

Key Competitive Advantages:

• It is a multi-cargo, mechanised common user coal terminal, equipped with modern equipment

• It efficiently manages and services coal and coke imports

OPERATIONAL PERFORMANCE IN FY 2023-24 Growth in Cargo Capacity and Volumes

• It has a dedicated railway sliding, offering seamless connectivity in southern India

B. Won O&M contract at Dibba

The Company entered into an Operation and Maintenance (O&M)

agreement with Dibba Port, with capacity of 17 MTPA.

Key Competitive Advantages:

• This is a Greenfield port developed by Port of Fujairah at Dibba, Fujairah, UAE

• Dibba Bulk Handling Terminal (DBHT) is currently the first and only Terminal in the Port, proposed for loading bulk cargo (largely Limestone, Aggregates and Clinker) through a state- of-the-art mechanised bulk handling system

WITH GIVEN CAPACITY INCREASES AND ACQUISITIONS, THE COMPANYS TOTAL CARGO HANDLING CAPACITY AT THE PORT STANDS AT 170 MTPA AS ON MARCH 31,

2024, UP FROM 158.4 MTPA IN THE EARLIER FISCAL YEAR.

During the year, the Company handled cargo volumes of 106.5 million tonnes, higher by 15 compared with 93 million tonnes cargo handled in the previous fiscal year. This increase in volumes is primarily on the back of increased capacity utilisation at the Iron Ore and Coal Terminals of Paradip Coal Terminal and Mangalore Coal Terminal. Cargo volumes at the Mangalore Container terminal grew by 18% year-on-year.

The total current capacity stood at 170 MTPA, with a capacity utilisation of 61%. It is working on more than doubling its total cargo handling capacity to ~400 MTPA by FY2030. Further, banking on a rise in cargo volumes, the Company is increasing its capacity utilisation across its strategically located ports in the coming years.

The share of Third-parties in our total cargo volumes increased to 40% in FY2024, as compared with 33% in the earlier year of FY2023.

Future Strategies

The Company remains focussed on anchoring world-class facilities, skills, technology and a digitised logistics value chain that leverages visibility, analytics and automation.

Some of the companys key strategies are as given below:

FINANCIAL HIGHLIGHTS, 2023-24

* 74% upto 30^th March 2023

** 93.24% upto 30^th March 2023

*** 90% upto 13^th February 2023

**** 100% with effect from 8^th August 2023

Consolidated income increased 19.55% in FY2024 at 4,032 crore, primarily driven by increase in cargo volumes. Increased revenue, benefit of operating leverage and cost control measures led EBITDA to increase by 24.23% at 2,234 crore, with a strong margin of 55.40%. Profit After Tax (PAT) increased 54.86% year-on-year at 1,161 crore on the back of lower finance cost.

Information Technology

JSW Infrastructure is dedicated to providing efficient operations through cutting-edge technologies, competitive infrastructure, and increased automation. To acquire real-time information at each of its ports and port terminals, the Company has implemented industry- and trade-specific software solutions.

Key Technologies

For front-end planning tasks, including vessel planning, yard planning, operations management, marine operations, invoicing and generating online reports

Advanced technology is leveraged with the aim of optimising costs, enhancing performance and maximising operational efficiency. With the use of technology, it aims to streamline its processes, enhance collaboration, and deliver quality services to clients.

Latest technology across all project execution stages:

Key Tech-based initiatives implemented in FY2024

The Company is continually seeking to leverage advanced technology to maximise efficiency by optimising costs and improving performance. It harnesses technology for all stages of project execution such as bidding, design, project management and operations. The Company strives to equip ports with advanced technology and cutting-edge infrastructure to accommodate larger ships to make operations more affordable and client-friendly. This is in accordance with the governments objective to lower the overall logistic cost as well as time, while enhancing operational efficiency.

The Company is dedicated to providing efficient operations through cutting-edge technologies, competitive infrastructure, and increased automation. To acquire real-time information at each of its ports and port terminals, the Company has implemented industry- and trade- specific software solutions.

The Company implements the latest technology across various stages of project execution, ranging from bidding and design to project management, operations, collaborations and project closure. By employing technology at each step, the Company aims to streamline processes, enhance collaboration, and deliver quality services to its clients. It introduced Digi Tower as a module for business intelligence and operational intelligence to be implemented across all Ports and Terminals. This is already in progress at Jaigarh Port, and other Ports and Terminals will be taken up gradually.

The Company also harnesses the power of technology to enhance HR efficiency and the employee experience. From digital platforms for internal communication to HR analytics for informed decision-making, it is adopting digitalisation to make HR practices more responsive to the needs of our teams.

Key components of our digital programs

• Upgrade iPortman V4.2

• Eco Portal

• Digital Control Tower (BI, OI and Analytics)

• D-CAM

• Smart Ports (Digital, IoT, AL & ML)

• Cloud Infrastructure (Azure, AWS, GCP, SAP BTP)

HUMAN RESOURCE MANAGEMENT

The Companys HR policies and practices are designed to enable employees to realise their full potential. It continuously focusses on maximising the performance of its workforce, organisation and human resources function to reach new levels of business value. Its underlying objective is to provide individuals the platform to perform at peak potential, a safe and secure workplace and a stimulating environment. As of 31^st March, 2024, the Company had over 696 employees.

Labour Practices and Human Rights

The Companys dedicated HR team ensures effective implementation of the HR policies. It ensures compliance with ethical and human rights standards and the applicable local laws. It also established complaints committees to deal with cases of sexual harassment at the workplace, if any. Workmen and safety-related issues are reviewed at the manufacturing units and project locations in Safety Management Committee meetings.

Corporate Social Responsibility

JSW Infrastructure remains committed to empowering communities that it operates within and creating sustainable livelihoods. The Company achieves this through thought leadership and implementation by JSW Foundation, responsible for CSR mandate of JSW Group. It has consistently invested in initiatives that help in:

• Improving living conditions

• Promoting social development

• Addressing social inequalities and environmental issues

• Supporting rural development projects and initiatives focussed on health and nutrition, education, and livelihood and

skill development

The CSR interventions are bifurcated into Direct Impact Zone and Indirect Impact Zone, depending on the location of facilities and communities served. The Company is working towards expanding the scope of Direct Impact Zone, based on expansion of its operations. The CSR initiatives are focussed on benefiting communities through collaborations with government bodies and civil societies. These initiatives are regularly monitored across locations to ensure effectiveness of the interventions.

Social interventions in CSR:

a. Health and nutrition efforts such as conducting periodic community health check-ups and counselling;

b. Education initiatives such as providing childhood education and need-based infrastructure upgrades;

c. Water and environment sanitation that involves supply of potable water in DIZ villages through tankers and waste management services; and

d. Livelihood and skills enhancement activities such as facilitating development of skills to enhance employability.

RISK MANAGEMENT SYSTEM

Risk Management is a very important part of the Companys business, and has in place an integrated risk management system. It proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten its operations and resources.

A robust Risk Management Policy, applying to all functions of the Company, safeguards sustained business growth and robust corporate governance. This policy reinforces a process for identifying and managing key risks complying with the provisions of the Companies Act, 2013. The Board of Directors Risk Committee facilitates in developing, implementing and monitoring the risk management strategy of the Company.

ENTERPRISE RISK MANAGEMENT

The Companys Enterprise Risk Management Framework is adept at identifying, assessing, evaluating and managing internal and external risks, and implementing relevant mitigation strategies. These compliance-related, operational and strategic risks have the potential to disrupt operations and deter accomplishment of the Companys

objectives. The Company addresses all the risks and opportunities to create and deliver value to all its stakeholders. Its risk-based approach assists in managing its operations and addressing risks efficiently. With this risk-based approach, it realises its strategic, operational, reporting and compliance objectives successfully.

HEALTH, SAFETY & ENVIRONMENT

The Company remains committed to providing a safe and healthy environment for its personnel, contractors, customers and visitors on its premises and in areas affected by its operations. It follows a zero- harm philosophy to comply with health and safety legal requirements and achieve an injury-free workplace. It also adheres to the highest standards of health and safety management practices across all operations.

The Companys organised contingency safety precautions and intensive training programmes have the capability to address any unforeseen accidents. It provides continuous training to the entire workforce and has built various checkpoints in the system to monitor the safety processes. The Company also conducts safety training workshops for its people through internal and external experts.

Key Safety Initiatives in FY 2023-24

The Company maintains a strong internal Occupational Health and Safety (OHS) management system across all our locations. Additionally, three of the sites have achieved ISO 45001 certification. The Company is also in the process of revising Group Standards, and moving forward, it plans to develop subject matter experts at all sites to facilitate the initiative. During the year, all the incidents were investigated and appropriate corrective actions were taken. These details were shared with all the plant sites and necessary measures were deployed to ensure such incidents do not get repeated in the future.

Key Safety Initiatives in FY2024

• Celebration of National Safety Week

• Mass Communication - PPE Skit

• Safety Annual Event Celebration

• Safety March

• Meditation and Yoga Sessions

• Health Impact Assessment

• Training to Task Force

• Fire Fighting Training

• Snake Rescue Training

• Training on 10 Safety Critical Rules

• Training on Safety Observations

• Practical Sessions for Onboard Crew

• Mock Drill on Railway Derailment

Processes used to identify health-related hazards and assess risks

• Hazardous identification and risk assessment (HIRA)

• Job Safety Analysis

• Hazop Study

• Emergency response and planning

• Hazardous area classification study

• Pre-startup safety review

Terminal-wise Safety Initiatives

a. As part of safety initiatives at Paradip Terminal, the receiving route of the iron ore terminal has been equipped with an interlock safety switch, providing fool proof protection to prevent injuries in the belt conveyor system. If a guard is removed, the belt will stop, and if a guard is not properly fitted, the belt will not operate. Further, the unique monthly safety campaign Sumilan has been customised to strengthen and weave safety into the ethos of workmens minds and hearts as game-changers catalysing a transformative cultural shift.

b. The Ennore Terminal received the prestigious "PLATINUM Award" from APEX India Foundation for best performance in Health a Safety in the service sector for Bulk Terminal Private Limited. It also received an Award of Appreciation received from Port Health Organisation, Chennai for taking initiatives for upkeep of port health hygiene and vector surveillance area.

Occupational Health & Safety

The Company is committed to providing a healthy and safe working environment for the employees, contractors, customers and visitors on-premises and impacted by its operations. It aims to comply with all applicable health and safety legal requirements, to achieve a "zero harm" injury and occupational illness-free workplace and to ensure that best practice health and safety management standards are implemented and maintained across operations.

Key Initiatives:

• Dharamtar Port received a gold award from Grow Care Indias OHS Award 2021 for its consistent adoption of best safety practices and outstanding achievements in occupational health and safety in the Indian port sector

• The leadership team has the overall responsibility for ensuring that the correct policies, procedures and safeguards are put into practice. This includes making sure that each worker has access to appropriate information, instruction, training and supervision

• The Company remains committed to enhancing a culture of safety and has implemented various health and safety initiatives, including carrying out regular safety observations, conducting regular contractor field safety audits to assess any gaps and take corrective action, providing safety training and drills and launching a safety HERO programme

• All employees are expected to take ownership of their safety and are encouraged and empowered to report any concerns

ETHICAL BEHAVIOUR

The Company considers ethical behaviour to be an inherent part of its business practices. It strictly adheres to all regulatory laws and corporate governance guidelines, while also adhering to global best practices. Guided by the JSW Groups ethics policies, the Company implements ethical and fair business practices throughout its

operations. To ensure this, it regularly communicates its ethical standards and makes its workforce aware of its Code of Conduct.

To facilitate the reporting of any concerns regarding unethical behaviour, fraud, violations of the Code of Conduct or ethics policy, or any other improper activities, including the misuse of accounting policies, misrepresentation of accounts and financial statements, or incidents of actual or suspected leaks of unpublished price-sensitive information, the Company has established a vigil mechanism.

This mechanism allows directors and team members to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board to report such concerns. The Companys vigil mechanism includes policies such as the Whistle-Blower Policy, the Gift and Hospitality Policy, and the Conflict-of-Interest Policy for Employees. It makes sure that any suspected or actual violations of its code are promptly reported, thoroughly investigated and appropriate actions taken to resolve them.

Being committed to upholding the highest standards of ethical, moral, and legal conduct in our business operations, the Company encourages its people to come forward and express any genuine concerns they may have about suspected misconduct without fear of punishment or unfair treatment.

The Company has implemented the following measures to raise awareness regarding the Whistle blower Policy and the overall vigilance mechanism:

• Quarterly communication from the Desk of Group HR to make employees aware of the policy

• Display of email address and Toll-Free Phone numbers at prominent places in the offices and plant locations

Awareness on Whistle-blower policy for new joiners during their induction.

INTERNAL CONTROL SYSTEM AND AUDIT

Internal control systems hold an integral position in the corporate governance framework of JSW Infrastructure Limited. The Companys corporate governance principles encompass an all-inclusive framework for internal controls and audits, as suited to the business. Thorough audits are conducted all through the year across the domains of all functions by well-established Internal Audit and Assurance Services. The team, comprising finance professionals, engineers and experienced executives with expertise in SAP, submits its key findings to the senior management and Audit Committee. It focusses on adherence to internal controls, operational efficiency and effectiveness, as well as key process assessment and risk evaluation.

The primary objective of the internal control systems and procedures is to effectively identify and mitigate risks, ensure adherence to established procedures and inculcate a sense of control awareness.

Significant Features:

• Adequate documentation of policies, guidelines, authority and approval procedures covering all the important functions

• Deployment of an ERP system covering most operations and supported by a defined online authorisation protocol

• Ensuring complete compliance with laws, regulations, standards, internal procedures and systems

• Ensuring the integrity of accounting systems and proper and authorised recording and reporting of all transactions

• Preparation and monitoring of annual budgets for operating and service functions

• Ensuring reliability of financial and operational information

• Audit Committee (where Independent Directors comprise majority) regularly reviews audit plans, significant audit findings, adequacy of internal controls and compliance with Accounting Standards

• A comprehensive Information Security Policy and continuous updating of IT systems

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established and implemented robust safeguards, internal control mechanisms and risk management processes that are proportionate to the nature of its business, as well as the scale and intricacy of its operations. Suitable internal control policies and procedures have been put in place to offer reasonable assurance regarding the following aspects:

• Effectiveness and efficiency of our operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

Adherence to these policies and procedures is seamlessly integrated into the management review process. Additionally, we regularly perform comprehensive evaluations to ensure their ongoing relevance and comprehensiveness. Any deviations from the prescribed processes are systematically identified and addressed by identifying their root causes.

The Company consistently evaluates the efficacy of its internal controls across various functions and locations through comprehensive internal audit exercises that employ a blend of contemporary and conventional audit tools. The Audit Committee reviews the internal audit programme to ensure comprehensive coverage of the pertinent areas. Proactive measures are taken to ensure compliance with forthcoming regulations by deploying cross-functional teams.

The Company leverages advanced technologies to minimise errors and lapses, detect significant trends through data analysis and monitor essential compliance requirements. It has established Standard Operating Procedures and policies to provide guidance for the operations of each function. Business heads bear the responsibility of ensuring compliance with these policies and procedures. Vigorous and continuous internal monitoring mechanisms are in place to promptly identify risks and issues. The management, statutory auditors and internal auditors have conducted thorough due diligence on the Companys control environment through rigorous testing.

The management assessed the effectiveness of the Companys internal control over financial reporting as of 31^st March, 2024, involving self-review, peer review and external audit. The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation, the audit committee has concluded that, as of 31^st March, 2024, the internal financial controls were adequate and operating effectively.

INTERNAL AUDIT

The Company engages in the internal audit services of the JSW Group, which reports to the Audit Committee, that consists primarily of Independent Directors who possess expertise in their respective domains. It has effectively incorporated the COSO framework into its audit procedures to enhance the integrity of its financial reporting, aligned with ethical business practices, efficient controls and sound governance.

The Company adopts a comprehensive approach to delegation of authority throughout its team, thereby establishing robust checks and balances within the system to address any potential loopholes. The Internal Audit team enjoys unrestricted access to all organisational information, a capability largely facilitated by the implementation of an Enterprise Resource Planning (ERP) system across the entire organisation.

Significant audit observations and the corresponding corrective actions are reported to the Audit Committee. The Audit Committee convenes meetings to review the reports presented by the Internal Auditor. Furthermore, the Audit Committee conducts regular independent sessions with the statutory auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.

STATUTORY COMPLIANCE

Comprehensive systems and processes of the Company ensure full compliance with relevant laws. The Company Secretary assumes the responsibility of implementing these systems and processes to monitor compliance and ensure their effective operation. The Chief Executive Officer and Managing Director present a certificate of compliance at every meeting with applicable laws to the Board. Additionally, the Company Secretary also affirms compliance with law and other laws applicable to the Company.

AUDIT PLAN AND EXECUTION

The Internal Audit Team of the JSW Group formulates a risk-based audit plan, which determines the frequency of audits based on risk ratings assigned to different functions. Upon consultation with the statutory auditors, the plan is approved by the Audit Committee and implemented by the Internal Team. Regular reviews include areas that may have gained significance, as aligned with emerging industry trends and growth plans of the Company. Based on feedback from internal customers and external events, the Audit Committee incorporates additional areas into the audit plan.

CAUTIONARY STATEMENT

This document contains statements about expected future events, financial and operating results of JSW Infrastructure Limited, which is forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as several factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the managements discussion and analysis of JSW Infrastructure Limiteds Annual Report, 2023-24.

DIRECTORS REPORT

To the Members of JSW Infrastructure Limited,

Your 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.

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 Companys 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

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 Companys website: https://www.jsw. in/infrastructure/stock-exchange-releases.

The Companys 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, Moodys Investor Service upgraded JSW Infrastructures 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 Companys 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 customers 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 Indias 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 regions 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 Companys 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 companys 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 regions 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 Companys 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 Companys 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 Companys policies. Internal control systems are an integral part of the Companys 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 Companys 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 arms 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 arms 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 Companys 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 Companys code of conduct or ethics policy.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys 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 Companys 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 Companys 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.