JSW Infrastructure Ltd

To the Members of

JSW Infrastructure Limited,

Your Directors take pleasure in presenting the Seventeenth Integrated Annual Report of the Company, together with the Standalone and Consolidated Audited Financial Statement for the year ended 31^st March, 2023. A brief summary of the Company's standalone and consolidated performance is given below:

1. Financial Summary or Highlights/Performance of the Company a) Financial Results

Standalone

• The operating revenue and other income of your Company for fiscal 2023 is H 82,827.83 Lakhs as against H 59,019.15 Lakhs for fiscal 2022 showing an increase of 40.34%

• The EBIDTA of your Company for fiscal 2023 is H 51,453.89 Lakhs as against H 32,014.87 Lakhs in fiscal 2023 showing an increase of 60.72%

• Profit after tax for the year 2023 is H 6,706.55 Lakhs as against H 14,054.28 Lakhs in the year 2022 showing a decrease of 52.26%

• The net worth of your Company increased to H 1,60,276.44 Lakhs at the end of fiscal 2023 from H 1,39,249.47 Lakhs at the end of fiscal 2022.

Consolidated

• The consolidated operating revenue and other income of your Company for the fiscal 2023 were at H 3,37,285.26 lakhs as against H 2,37,873.74 lakhs for fiscal 2022 showing an increase of 41.79%

• The consolidated EBIDTA for fiscal 2023 is H 1,79,830.26 lakhs as against H 1,21,511.15 lakhs in fiscal 2022 showing an increase 47.99%

• The consolidated Profit after tax for the year 2023 is H 74,951.22 lakhs as against H 33,043.74 lakhs in the year 2022 showing an increase of 126.82%

• The consolidated total equity of your Company increased to H 4,08,887.30 lakhs at the end of fiscal 2023 from H 3,47,187.61 lakhs at the end of fiscal 2022.

2. Results of Operation

Your Company being a part of $23 billion JSW Group is one of the leading private sector infrastructure company in India. The Company is engaged in developing and operating seaports and terminals & related infrastructure and providing end-to-end logistic solutions. The Company through its Special Purpose Vehicles (‘SPV's) operates seaports and terminals in Odisha, Maharashtra, Goa, Tamil Nadu and Karnataka with an operational capacity of 158.43 MTPA apart from O&M at Fujairah of 24 MTPA. These operating facilities are equipped with state-of-art mechanized handling facilities and capable of handling various types of cargo efficiently. All the ports and terminals are well connected to the industrial hinterlands of Maharashtra, Goa, Odisha, Tamil Nadu, Andhra Pradesh and Karnataka. Our offerings incorporate a range of specialised, high-efficiency cargo handling solutions that cater to diverse client requirements. With a focus on operational excellence and financial prudence, we are consistently expanding our cargo-handling infrastructure, including recent ventures into container cargo operations. It has also enabled us to ensure sustainable growth, diversified cargo. We are firmly committed to inculcate sustainability across our operations, embracing it as a core component of our operational and strategic vision. It has led to the implementation of several policies to reduce carbon footprint. We have set precise short-term & long term targets to reduce our greenhouse gas (GHG) emissions, reflecting our unwavering dedication to environmental responsibility.

At Jaigarh, the Company continues to be engaged in the activities pertaining to Port Services and has seven berths to handle over 55 million tons of cargo. Jaigarh Port handles various cargo including LPG, molasses, sugar, Fertilizer & Fertilizer Raw Materials (FRM) gypsum, coking coal, iron ore, steam coal, LNG and containers. As a part of our growth strategy to pursue brownfield expansions, Jaigarh Port is developing a new terminal for handling liquefied petroleum gas (LPG), propane, butane and similar products.

Located within Mormugao harbour in Goa, South West Port is a multifunctional facility, specializing in the handling of coking coal, steam coal and limestone imports, as well as finish steel exports. Its strategic location and advanced infrastructure enable the port to ensure uninterrupted operations throughout the year.

JSW Dharamtar port is situated in Amba River in Maharashtra. The jetty is primarily handling the cargo requirement of JSW Steel, Dolvi plant with a handling capacity of 33.95 MTPA. The jetty handles coking coal, iron ore, limestone, dolomite, finish steel products, clinker, slag cargo etc.

The Paradip Iron Ore Terminal located in Paradip Port in Odisha with an access to the hinterlands of the iron ore rich belts of Odisha, Chattisgarh and Jharkhand. This Terminal has the cargo handling capacity of 10 MTPA. Paradip Coal exports terminal is a deep-draft terminal, which allows mechanized handling of larger vessels. The terminal is developed primarily for coastal movement of Thermal coal from various coal mines in the hinterland to southern & west coast of India. This Terminal has the cargo handling capacity of 30 MTPA.

Ennore Coal Terminal is located in Ennore Port in Tamilnadu to cater the industrial belt of Tamilnadu, Karnataka and Andhra Pradesh. It has capacity of 8 MTPA and handling coking coal, steam coal, thermal coal etc. Ennore Bulk terminal, a multipurpose cargo handling terminal with a capacity of 2 MTPA handles Gypsum, Barytes, Laterites, Steel Products and other clean cargoes. The terminal caters the cargo handling requirement of import & export of the cargo for Tamilnadu, Andhra Pradesh, Karnataka.

Mangalore Coal Terminal is located in New Mangalore Port in Karnataka state. The Terminal is permissible to handle all types of coal cargo, Limestone, Gypsum, Fertilizer cargo and catering the cargo hinterland of Tamilnadu, Karnataka and Andhra Pradesh. It has capacity of 6.73 MTPA. JSW Mangalore Container Terminal, a Container terminal is handling the container for southern region. The terminal has present handling capacity of 2.39 Lakh TEUS & 0.64 MTPA other cargoes (aggregate capacity of 4.22 MTPA) and further expanding to 3.59 Lakh TEU & 0.64 MTPA other cargoes (aggregate capacity of 6.02 MTPA)

During the period under review, an O&M agreement was entered into between Port of Fujairah and JSW Terminal (Middle East) FZE for the operations and maintenance of equipment at Dibba Terminal having capacity of 17 MTPA.

Your Company is exploring various opportunities for setting up of new greenfield ports as well as acquisitions on both east and west coasts of India, and it has plans to optimise the handling and transportation of cargo by addressing key connectivity issues. Your Company endeavours to equip ports with the latest technologies and advanced infrastructure to handle larger ships to make operations more economical, and environment friendly. Further, the Company is exploring various opportunities in development and operation of Multi Model Logistics Park (MMLP), Inland Container Depo (ICD), Custom Freight Station (CFS), National Waterways (NW) and allied activities to provide end to end logistics solution to the Customer.

During the year, your Company has handled cargo at Jaigarh, Goa, Dharamtar, Odisha, Ennore and Mangalore in aggregate to 92.83 MT .

3. Initial Public Offer

Your Company has proposed to raise funds amounting to H 2,80,000 Lakhs through Initial Public Offer (‘IPO') and accordingly, the said proposal has been approved by the board and shareholders at its meeting held on 26^th December, 2022 and 28^th December, 2022, respectively. The Company has filed the Draft Red Herring Prospectus (‘DRHP') with the Securities Exchange Board of India (‘SEBI") on 9^th May, 2023.

4. Amendment in Memorandum of Association (‘MOA') and Articles of Association (‘AOA')

Pursuant to a resolution passed by the board and the shareholders in the meetings held on 26^th December, 2022 and 28^th December, 2022, respectively, your Company has subdivided its authorized share capital such that 1,03,32,85,150 equity shares of H 10 each were sub-divided as 5,16,64,25,750 equity shares of H 2 each. In order to give effect to the above mentionedchangeintheauthorizedsharecapital,corresponding amendments has been made in the Memorandum of Association of the Company. Further, on account of the proposed IPO, your Company has amended the Articles of Association of the Company for aligning it with the listing regulations.

5. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the "Reserves" for the year ended 31^st March, 2023.

6. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2023, in order to conserve the resources for future growth.

7. Financial Statement

The audited Standalone and Consolidated Financial Statements of the Company, which forms a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act") and the Indian Accounting Standards.

8. Change in Capital Structure

During the financial year under review, the equity share capital of the Company stands at H 37,294.15 Lakhs.

During the year under review, your Company has carried out the following changes in the Capital Structure:

• Further issue of shares pursuant to Employee Stock Option Plans (‘ESOPs')

Your Company has allotted 14,21,923 equity shares of H 10/- each on 6^th January, 2023 to JSW Infrastructure Employees Welfare Trust for cash at an issue price of H 438/- (FV – H 10/-; Premium – H 428/-) under ESOPs.

Your Company further allotted 7,50,000 equity shares of H 2/- each on 17^th February, 2023 to JSW Infrastructure Employees Welfare Trust for cash at an issue price of H 14.60/- (FV – H 2/-; Premium – H 12.60/-) under ESOPs.

• Sub-Division of Equity Shares

Your Company has sub-divided the equity shares of the Company having face value H 10/- to H 2/- each. Accordingly,

6,21,31,915 equity shares issued, subscribed and paid-up equity shares of face value of H 10 each were sub-divided into 31,06,59,575 equity shares of H 2 each.

• Bonus Issue

Your Company has on 9^th February, 2023 issued bonus shares in the ratio of five equity shares for every one existing equity share held by the shareholders. Therefore, the Company issued 1,55,32,97,875 shares as bonus shares resulting into total 1,86,39,57,450 shares.

Further, your Company has not issued any:

a. shares with differential rights b. sweat equity shares c. preference shares

9. Disclosure under the Employees Stock Options plan and Scheme

The Board of Directors of the Company, at its meetings held on 23rd March, 2016 and 30th January, 2022, formulated the JSWIL Employee Stock Ownership Plan 2016 ("Plan 2016") and the

JSW Infrastructure Limited (JSWIL) Employees Stock Ownership Plan – 2021 (JSWIL ESOP 2021) respectively, to be implemented through the JSW Steel 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.

In view of the proposed IPO, both the plans were amended in order to align them with the SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021 (‘SEBI(SBEB&SE) Regulations').

On account of corporate action of sub-division and issue of bonus shares, the total number of options granted under the existing plans has been amended accordingly.

JSWIL Employee Stock Ownership Plan 2016 (Plan 2016)

As per the amended Plan 2016 a total of 3,90,00,000 (Three Crores Ninety Lakhs) options were available for grant to the eligible employees of your Company and its Indian Subsidiaries, including Whole-time Directors.

Accordingly, 3,61,52,970 options have been granted over a period of five years under this plan by the Compensation Committee to the eligible employees of your Company and its Indian subsidiaries, including Whole-time Directors of the Company. As per the ESOP plan, 50 % of these options will vest at the end of the third year and the balance 50 % at the end of the fourth year.

The Information with regard to ESOP 2016 is furnished in

Annexure A.

JSW Infrastructure Limited (JSWIL) Employees Stock Ownership Plan - 2021 (JSWIL ESOP 2021)

A total of 6,60,00,000 (Six Crores Sixty Lakhs) options are available for grant to the eligible employees of the Company and its Indian Subsidiaries including Whole-time Directors. Accordingly, 4,22,65,740 options have been granted under this plan by the Compensation Committee to the eligible employees of the Company and its Indian subsidiaries, including Whole-time Directors of the Company. As per JSWIL ESOP 2021, the vesting will be in ratio of 25:25:50 over the period of three years from the date of issue of Grant of Options.

The Information with regard to JSWIL ESOP 2021 is furnished in

Annexure A1.

10. Sustainability linked Foreign Currency Bonds (Notes)

As on 31^st March, 2023, the outstanding notes issued by the Company aggregate to US$ 400 million. The aforesaid Notes issued by the Company in the International Market are listed on India International Exchange (IFSC) Limited ("India INX").

11. Report on Performance of Subsidiaries, Associates and Joint Venture Companies

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2023 is attached as Annexure B in the prescribed format AOC-1 and forms part of the Board's report. The details of performance, financial position of each of the subsidiaries is appended below.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will also be available for inspection during business hours at the registered office of your Company.

JSW Jaigarh Port Limited (JSWJPL)

JSWJPL was incorporated for the purpose of developing a greenfield port at Jaigarh, Maharashtra. JSWJPL has operational capacity of 55 MMTPA with 7 berths having portfolio of bulk cargo, Liquefied petroleum gas (LPG) and Petroleum, Oil and lubricants (POL). The Company has handled 20.24 MMT cargo. The authorised share capital of the JSWJPL is H 1,00,000 Lakhs and paid up capital is H 40,050 Lakhs as on 31^st March, 2023, entire paid up share capital is held by your Company. During the period under review, JSW JPL acquired 45,17,743 equity shares of South West Port Limited held by Nalwa Chrome Private Limited and Dhaman Khol Engineering & Construction Company for a total consideration amount aggregating to H 15,726.47 lakhs.

South West Port Limited (SWPL)

SWPL operates two multi-purpose cargo handling berths under a License Agreement with Mormugao Port Trust, Goa. During the year, SWPL has handled 7.07 MMT cargo. Your Company directly holds 74% of the paid up share capital of SWPL and 16% is indirectly held through JSW Jaigarh Port Limited and JSW Dharamtar Port Private Limited.

JSW Dharamtar Port Private Limited (JSW DPPL)

JSW DPPL was incorporated for the purpose of handling bulk cargo for operating and maintaining the Dharamtar jetty at Dharamtar, Maharashtra having installed capacity of 34 MTPA. During the year, JSW DPPL has handled 24.04 MMT of bulk cargo. DPPL has authorised capital of H 5,000 Lakhs as on 31^st March, 2023 and paid up share capital of H 1,501 Lakhs. Your Company holds 100% of the paid up share capital of the JSW DPPL. During the period under review, JSW DPPL acquired 28,74,257 equity shares of South West Port Limited held by Tranquil Homes and Holding Private Limited for a total consideration amount aggregating to H 10,005.71 lakhs.

Nandgaon Port Private Limited (NPPL)

NPPL is developing a multi-cargo port at Nandgaon, Maharashtra. The port construction is at preliminary stage . The authorised share capital of NPPL is H 5,000 Lakhs and paid up capital H 3,636.64 Lakhs as on 31^st March, 2023. Your Company holds 100% of the paid up share capital of NPPL.

JSW Shipyard Private Limited (JSW SPL)

The authorised share capital of JSW SPL is H 200 Lakhs and paid up share capital is H 81.08 Lakhs. Your Company holds 100% of the paid up capital of JSW SPL.

JSW Paradip Terminal Private Limited (JSW Paradip)

JSW Paradip Terminal Private Limited is a special purpose vehicle (SPV) incorporated to develop new berths for handling Iron Ore Exports at Paradip, Odisha on Build Operate Transfer (BOT) basis. JSW Paradip has handled 9.52 MMT of cargo. The authorised share capital of JSW Paradip is H 20,000 lakhs and paid up share capital is H 15,000 lakhs. Your Company holds 74% of the paid up share capital of JSW Paradip and 26% of the paid up share capital is held by South West Port Limited.

Masad Infra Services Private Limited (MISPL) formerly known as Masad Marine Services Private Limited

The name of the company was changed from Masad Marine Services Private Limited to Masad Infra Services Private Limited with effect from 23^rd August, 2022. MISPL is a step down subsidiary of your Company. The authorised share capital of MISPL is H 15 Lakhs and paid up share capital of is H 1 Lakhs. Your Company's subsidiary, JSW Dharamtar Port Private Limited holds 100% of the paid up share capital of MISPL.

JSW Mangalore Container Terminal Private Limited (JSW MCTPL)

During the FY 2019-20, your Company was awarded Container Berth at Mangalore Port through bidding process. Your Company through its wholly owned subsidiary JSW MCTPL has entered into the Concession Agreement with New Mangalore Port Trust to develop and operate its first container terminal project having handling capacity of 2.39 Lakhs TEU and 0.64 MTPA other cargo in Phase I which has been commissioned in March 2022. The company has handled 165,595 TEUs. The authorised share capital of the company is H 5,000 Lakhs and the paid-up share capital of the Company is H 3,205 Lakhs. Your Company holds 100% of paid up share capital of JSW MCTPL.

Jaigarh Digni Rail Limited (JDRL)

JDRL is a step down subsidiary of your Company. The authorised share capital of JDRL is H 19,300 Lakhs and paid up share capital is H 10,000 Lakhs. Your Company's subsidiary, JSW Jaigarh Port

Limited holds 63% of the paid up share capital of JDRL.

JSW Salav Port Private Limited (JSW Salav)

The authorised and paid up share capital of JSW Salav is H 1 Lakhs. Your Company holds 100% of the paid up share capital of JSW Salav.

Paradip East Quay Coal Terminal Limited (Paradip EQ)

Paradip East Quay Coal Terminal Private Limited (Paradip EQ) was incorporated on 19^th April, 2016 for the purpose of development of mechanized Coal Terminal berth handling thermal coal exports and coastal movement at Paradip, Odisha. The terminal commenced its operation from November 2021 and is having capacity of 30 MTPA. The Company has handled 12.03 MMT Cargo. The authorised share capital of Paradip EQ is H 31,400 lakhs and paid up share capital is H 25,760.31 lakhs. Your Company holds 74% of the paid up share capital of Paradip EQ and 26% of the paid up share capital is held by South West Port Limited.

JSW Terminal (Middle East) FZE

JSW Terminal (Middle East) FZE was incorporated on 5th December, 2016 at Fujairah Free Zone, UAE for the purpose of Port operations of Dry bulk handling at Fujairah Port. The authorized and paid up capital of the company is H 26.49 Lakhs (AED 150000). Your

Company holds 100% of the paid up share capital of JSW Terminal (Middle East) FZE. During the year under review, JSW Terminal (Middle East) FZE entered into an agreement dated 29th November, 2022 with Port of Fujairah for operations and maintenance of a mechanized bulk handling terminal at Dibba Port.

Southern Bulk Terminals Private Limited – (Southern Bulk)

Southern Bulk Terminals Private Limited formerly known as Chettinad Builders Private Limited along with its subsidiary viz Ennore Coal, Ennore Bulk and Mangalore Coal was a part of Chettinad Group. Your Company acquired Southern Bulk by executing Share Purchase Agreement on 21^st October, 2020. After acquisition your Company holds 100% of the paid up share capital of Southern Bulk. The authorized capital of H 800 Lakhs and the paid up capital is H 752.73 Lakhs.

Ennore Bulk Terminal Private Limited – (Ennore Bulk)

Ennore Bulk is located within Kamarajar Port, Ennore. It specializes in handling clean cargo, excluding coal, iron ore, POL and automobiles units. Ennore Bulk has handled 1.89 MMT of cargo. The authorised and the paid-up capital of the Company is H 3,000 Lakhs. Southern Bulk holds 90% of the paid-up share capital of the Company and 10% is held by your Company. During the financial year under review, pursuant to the share purchase agreement, your Company acquired 30,00,000 equity shares representing 10% of the shareholding of Ennore Bulk Terminal Private Limited from South India Corpn Private Limited.

Ennore Coal Terminal Private Limited – (Ennore Coal)

Ennore Coal is a step-down subsidiary of your Company. Ennore Coal has handled 8.70 MMT of cargo. Incorporated on 10th March, 2006, the authorised capital of the Company is H 6,200

Lakhs and the paid-up capital is H 6,001.47 Lakhs. Southern Bulk holds 100% of the paid-up share capital of the Company.

Mangalore Coal Terminal Private Limited – (Mangalore Coal)

Mangalore Coal is a state-of-the- art, all weather facility located in the New Mangalore Port on the west coast of India. 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 is a step-down subsidiary of your Company. Incorporated in 2016, the Company is engaged in providing cargo handling services in Panambur, Mangalore. Mangalore Coal has handled 4.45 MMT of cargo during the FY 2023. The authorised capital of the Company is H 3,500 Lakhs and the paid-up capital is H 3,401 Lakhs. Southern Bulk holds 74% of the paid up of the Company and 26% is held by Ennore Coal.

13. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("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 is not applicable.

14. 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 which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

15. Significant and Material Orders Passed by Regulators or Courts or Tribunal

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

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 IFC have been laid down by the Company 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 unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. A well-established multidisciplinary Internal Audit & Assurance Services of JSW Group consists of qualified finance professionals, engineers and SAP experienced. 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 and efficiency and effectiveness of operations, and key processes and risks.

The internal auditor reports to the Audit Committee comprising 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. The internal audit team has access to all information which has been a largely facilitated by ERP implementation across the organisation.

17. Particulars of Loans, Guarantees, Investments and Securities

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

18. Particulars of Contracts or Arrangement with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and hence provisions of Section 188 of the Companies Act, 2013 are not applicable.

All related party transactions which are in the ordinary course of business and on arm's length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee of the Board of Directors for prior approval at the commencement of the financial year and also annexed to this report as Annexure C in Form AOC-2.

The details of transactions / contracts / arrangements entered by the Company with related parties are set out in the Notes to the Financial Statements.

19. Disclosure Under Section 67(3) of The Companies Act, 2013

The Information with regard to ESOP 2016 & ESOP 2021 is furnished in Annexure A & Annexure A1. Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP 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.

During fiscal 2023:

In January 2023, Moody's Investor Service has reaffirmed Ba2/ Positive Corporate Family Rating to the Company and Ba2 rating to Senior Secured Notes due 2029 with upgrade in the outlook to positive from stable.

The short term facilities of the Company continues to be rated at "CARE A1+" (Single A One Plus) by CARE Ratings.

21. Directors and Key Managerial Personnel

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. Kantilal Narandas Patel (DIN: 00019414) retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

The Board at its meeting held on 30^th July, 2022 appointed

Mr. Nirmal Kumar Jain (DIN: 00019442) as an Independent Director of the Company for a second term of five years with effect from 9^th November 2022 which was further approved by the shareholders at its extra-ordinary general meeting held on 30^th September, 2022. Mr. Lalit Singhvi (DIN: 05335938) was re-appointed as the Whole-time Director (Director – Finance) for a tenure of three years with effect from 9^th November, 2022 by the board and the shareholders at its meeting held on 30^th July, 2022 and 30^th September, 2022 respectively.

During the year under review, Mr. Kalyan Coomar Jena (DIN: 01833487), Independent Director has resigned from his position effective 24^th February, 2023. Accordingly, Mr. Gerard Eric Dacunha (DIN: 00406461) and Mr. Amitabh Kumar Sharma (DIN: 06707535) has been appointed as an Independent Director by the board vide its board resolution dated 28^th March, 2023, which was further approve by the shareholders at their meeting held on 6^th May, 2023.

Further, Mr. Sajjan Jindal (DIN: 00017762) has been appointed as Chairman & Non-Executive Director by the Board vide its resolution dated 5^th May, 2023 which was further approve by the Shareholders at their meeting held on 6^th May, 2023 and Mr. Nirmal Kumar Jain has been re-designated as Vice-Chairman by the board vide its resolution dated 5^th May, 2023.

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

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, subsidiary of the Company where he is holding the position of President.

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

22. 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 the society through JSW Foundation.

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

Strategy

• The Company administers the planning and implementation of all the 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 a 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, 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 net worth of H 500 crore or more, or turnover H 1000 crore or more or a net profit of H 5 crore or more during the immediately preceeding 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 H 312.41 Lakhs towards CSR activities. During the current financial year, the Company has spent an amount of H 312.50 Lakhs towards CSR Expenditure.

In view of the solid foundation laid for the long-term projects in this fiscal and the envisioned scaling up of the on-going 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 D.

23. Sustainability Report

The Company has voluntarily published the Sustainability Report for the financial year ended 31^st March, 2023, which forms a part of the Integrated report and is available on the website of the Company at the link: www.jsw.in.

24. Integrated Report

The Company voluntarily 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 utilisation of natural resources and social development in its business decisions. An Integrated Report intends to give a holistic picture of an organisation's performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting.

a) Board Meetings

The Board of Directors comprises of the following members :

1Mr. Sajjan Jindal has been appointed as Chairman & Non-Executive Director by the Board vide its resolution dated 5^th May, 2023 which was further ratified by the Shareholders at their meeting held on 6^th May, 2023.

2Mr Nirmal Kumar Jain has been re-designated as Vice-Chairman by the board vide its resolution dated 5^th May, 2023.

3Mr. Kalyan Coomar Jena, Independent Director has resigned from his position effective 24^th February, 2023. Accordingly, Mr. Gerard Earnest Paul Da Cunha and Mr. Amitabh Kumar Sharma has been appointed as an Independent Director w.e.f. 28^th March, 2023.

The Board of Directors met eight times during the financial year ended 31^st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under review are as under:

Sr. No Date of Board Meeting

1. 17^th May, 2022

2. 30^th July, 2022

3. 29^th September, 2022

4. 10^th November, 2022

5. 2^nd December, 2022

6. 26^th December, 2022

7. 1^st February, 2023

8. 28^th March, 2023

1. Audit Committee

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013. The Audit Committee comprises of three members as follows:

*Mr. Kalyan Coomar Jena, Independent Director & Member of the audit committee has resigned from his position effective 24^th February, 2023.

The Audit Committee met six times during the financial year ended 31^st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Audit Committee met during the financial year under review are as under:

Sr. No Date of Audit Committee Meeting

1. 17^th May, 2022

2. 30^th July, 2022

3. 10^th November, 2022

4. 26^th December, 2022

5. 1^st February, 2023

6. 28^th March, 2023

During the year under review, the Board of Directors of the Company has accepted all the recommendations of the Committee.

2. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee is comprised of three members as follows:

*Mr. Kalyan Coomar Jena, Independent Director & Member of the nomination and remuneration committee has resigned from his position effective 24^th February, 2023.

The Nomination and Remuneration Committee met six times during the financial year ended 31^st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Nomination and Remuneration Committee met during the financial year under review are as under:

Sr. No Date of NRC Meeting

1. 17^th May, 2022

2. 30^th July, 2022

3. 10^th November, 2022

4. 26^th December, 2022

5. 1^st February, 2023

6. 28^th March, 2023

Your Company has devised the Nomination Policy and Remuneration Policy which lays down a framework in relation to criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management of the Company as well as remuneration to be paid to the Directors, Key Managerial Personnel and other employees of the Company.

When recommending a candidate for appointment, the Nomination and Remuneration Committee shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and have discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

The Policy also reflects the following broad objectives:

1. Remuneration is reasonable and sufficient to attract, retain and motivate directors;

2. Motivate KMP and other employees and to stimulate excellence in their performance

3. Remuneration is linked to performance;

4. Remuneration Policy balances Fixed & Variable Pay and reflects short & long term performance objectives

Your Company has also devised 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 Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The Nomination Policy of the Company is available on the Company's web-site https://www.jsw.in/sites/default/files/ assets/downloads/infrastructure/Policies/Nomination%20 Policy.pdf

The Remuneration Policy of the Company is available on the Company's website https://www.jsw.in/sites/default/files/ assets/downloads/infrastructure/Policies/Remuneration%20 Policy.pdf

3. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is comprised of three members as follows:

*Mr. Kalyan Coomar Jena, Independent Director & Member has resigned from his position effective 24th February, 2023. Accordingly, Mr. Gerard Earnest Paul Da Cunha has been appointed as the member of the Corporate Social Responsibility Committee w.e.f. 28th March, 2023.

The Corporate Social Responsibility Committee met twice during the financial year ended 31^st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Corporate Social Responsibility Committee met during the financial year under review are as under:

Sr. No Date of CSR Meeting

1. 16^th May, 2022

2. 10^th November, 2022

The CSR Policy of the Company is available on the website of the Company at the link https://www.jsw.in/sites/default/files/ assets/downloads/infrastructure/Policies/CSR-Policy-JSW-Infrastructure.pdf.

4. Sustainability Committee

The Sustainability Committee is comprised of four members as follows:

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

5. Whistle Blower Policy (Vigil Mechanism) for the Directors and Employees

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 Policy").

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

This Policy has been framed with a view to interalia provide a mechanism interalia enabling stakeholders, including Directors, 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 grievance 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.

Mr. Arun Maheshwari, Jt. Managing Director and CEO is designated as the Ethics Counsellor.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website https://www.jsw.in/sites/default/ files/assets/downloads/infrastructure/Policies/WHISTLE%20 BLOWER%20POLICY-JSWIL-02.12.2019.pdf

6. Risk Management Policy

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

The policy aims to ensure for 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.

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

a) Intended risks, like for growth, are taken prudently so as to plan for the best and be prepared for the worst through de-risking strategies clearly defined priorities across strategic purposes, consistent rationale for resource allocation, stress testing on what if kind of scenarios on critical factors even if source is indirect, probability is uncertain and impact is immeasurable, better anticipation, flexibility and due diligence

b) Execution of decided plans is handled with action force.

c) Unintended risks like related to performance, operations, compliance, systems, incident, process and transaction are avoided, mitigated, transferred (like in insurance), shared (like through sub-contracting) or probability, or impact thereof is reduced through tactical and executive management, code of conduct, competency building, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc. No threshold limits are defined as objective will be to do the best possible.

d) Knowable unknown risks in fast changing Volatile, Uncertain, Complex and Ambiguous (VUCA) conditions are managed through timely sensitisation of market trends, shifts and stakeholders sentiments.

e) Overall risk exposure of present and future risks remains within Risk capacity.

All risks including investment risks be reviewed in the Board of Directors' meeting and risks related to operations, compliances and systems be reviewed in detail in the Risk Management Committee.

The Risk Management Policy may be accessed on the Company's website https://www.jsw.in/sites/default/ files/assets/downloads/infrastructure/Policies/Risk%20 Management%20Policy.pdf

7. Dividend Distribution Policy

On account of the proposed Initial Public Offer (‘IPO") by the Company, the Board of Directors at its meeting held on 1st February, 2023, has in accordance with the provisions of Regulation 43A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], adopted Dividend Distribution Policy, effective 9th May, 2023, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the Policy is available on the Company's website and can be accessed at https://www.jsw.in/ infrastructure.

26. Annual Evaluation of Directors, Committee and Board

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Director. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board's functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company's long term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board's effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates.

The performance evaluation of the Non- Independent Directors, the Board as a whole of the Company was carried out by the Independent Directors.

27. Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed:

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

(b) that the directors had selected such accounting policies and applied them consistently and made judgements 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) that the directors had 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) that the directors had prepared the annual accounts for the year under review, on a ‘going concern' basis

(e) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

a. Statutory Auditor

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s. Shah Gupta & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed by the shareholders for a term of 5 years to hold office from the conclusion of 16^th Annual General Meeting until the conclusion of the 21^st Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

b. Secretarial Auditor and Secretarial Standards

The Board has appointed M/s. Sunil Agarwal & Co., Company Secretaries to issue Secretarial Audit Report for the financial year 2022-23. Secretarial Audit Report issued by M/s. Sunil Agarwal & Co., Company Secretaries in Form MR-3 for the financial year 2022-23 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 and is annexed as Annexure E.

c. Cost Accounts and Cost Auditor

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditor to conduct the cost audit of the Company for the Financial year 2022-23.

29. Compliance with Secretarial Standards

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

30. Extract of Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2023 can be accessed on the Company's website at www.jsw.in.

31. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report.

32. Corporate Governance Report

Your Company consistently endeavors to follow corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherited responsibility to disclose timely and accurate information on the Company's operations, performance, material corporate events as well as on leadership and governance matters relating to the Company.

The report on Company's Corporate Governance practices forms a part of this Report.

33. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company has complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 across locations to redress complaints received regarding sexual harassment. The Company has not received any complaints pertaining to sexual harassment during FY 2022-23.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are as under:

1) Part A and B of the Rules, pertaining to conservation of energy and technology absorption are not presently applicable.

2) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned during the year.

35. Other disclosures

There were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

36. Appreciation and Acknowledgements

Your Directors wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. Your Directors would like to express their appreciation for the co-operation and assistance received from banks, financial institutions, vendors, customers and the shareholders.

Your Directors also wish to place on record their gratitude for the co-operation and guidance provided by Maharashtra Maritime Board, various Port Trust, Ministry of Railways and the Governments of Goa, Maharashtra, Odisha, Karnataka and Chennai and other regulatory authorities.