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

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:

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

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.

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).