DIRECTORS' REPORT

2. KEY HIGHLIGHTS ON OPERATIONAL PERFORMANCE

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

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

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

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

3. ACQUISITION, COLLABORATION AND OTHER BUSINESS
UPDATES

Acquisition of Rail Rakes

During the year under review, the Company, through JSW Port
Logistics Private Limited, a wholly owned subsidiary of the
Company, entered into a Share Purchase Agreement with JSW
Shipping S Logistics Private Limited ("JSWSLPL"), for purchase
of 100% of the equity share capital of JSW Rail Infra Logistics
Private Limited, JSW Minerals Rail Logistics Private Limited and
JSW (South) Rail Logistics Private Limited (collectively known
as target companies) from JSWSLPL at cost of ' 1,158 Crore.
Accordingly, the target companies became step-down wholly
owned subsidiaries of the Company, with effect from 3^rd February,
2026. The acquisition provides the Company, immediate access
to Indian Railways' General Purpose Wagon Investment Scheme
("GPWIS") and Liberalized Special Freight Train Operator ("LSFTO")
schemes, securing a fleet of 25 rakes and long-term licenses
under these programs. The said acquisition is in line with the
Company's strategic objective of developing an integrated end-
to-end multimodal logistics platform, encompassing ports,
terminals, Inland Container Depot ("ICD")/CFS operations and
rail connectivity.

Acquisition of Rail Siding in Kudathini, Ballari (Karnataka)

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

Collaboration in Oman

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

OTHER BUSINESS UPDATES

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

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

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

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

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

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

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

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

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

4. TRANSFER TO RESERVES

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

5. DIVIDEND

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

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

6. FINANCIAL STATEMENTS

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

7. CAPITAL STRUCTURE

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

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

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

a. shares with differential rights

b. sweat equity shares

c. preference shares

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

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

8. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS

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

9. COMMERCIAL PAPER

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

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

10. CREDIT RATING

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

11. ESG RATING

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

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

12. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS
PLAN AND SCHEME

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

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

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

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

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

B. JSW Infrastructure Limited Employee Stock Ownership
Plan 2021

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

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

C. JSW Infrastructure Limited Employee Stock Ownership
Plan 2016

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

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

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

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

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

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

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

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

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

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

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

i. JSW Rail Infra Logistics Private Limited,

ii. JSW Minerals Rail Logistics Private Limited and

iii. JSW (South) Rail Logistics Private Limited.

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

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

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

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

14. DEPOSITS

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

15. MATERIAL CHANGES AND COMMITMENTS

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

16. CHANGE IN THE NATURE OF BUSINESS

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

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

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

18. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES

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

19. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

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

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

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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

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

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

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

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

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

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

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

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

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

21. DISCLOSURES RELATED TO POLICIES

A) Nomination Policy

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

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

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

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

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

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

• at least one Independent Woman Director.

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

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

B) Remuneration Policy

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

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

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

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

• Remuneration is linked to performance.

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

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

C) Whistle Blower Policy/ Vigil Mechanism

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

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

D) Risk Management Policy

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

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

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

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

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

E) Board Evaluation Policy

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

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

F) Material Subsidiary Policy

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

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

G) Dividend Distribution Policy

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

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

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

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

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

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

H) Corporate Social Responsibility Policy

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

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

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

Strategy

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

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

Thematic Areas

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

• Improving Living Conditions (Health Initiatives)

• Promoting Social Developments

• Addressing social inequalities

• Education Initiatives

• Waste Management & sanitation initiatives

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

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

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

24. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

25. MEETINGS OF THE BOARD

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

26. COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

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

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

27. AUDITORS AND AUDITORS' REPORTS

A) Statutory Auditors and Audit Report

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

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

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

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

B) Cost Records and Cost Audit

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

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

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

C) Secretarial Auditor and Secretarial Audit

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

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

Secretarial Audit Report of Material Subsidiaries

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

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

28. COMPLIANCE WITH SECRETARIAL STANDARDS

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

29. EXTRACT OF ANNUAL RETURN

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

30. MANAGEMENT DISCUSSION AND ANALYSIS

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

31. CORPORATE GOVERNANCE REPORT

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

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

33. INTEGRATED ANNUAL REPORT

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

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

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

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

(A) Conservation of energy

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

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

Some of the initiatives are as enlisted below:

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

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

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

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

Some of the initiatives are as enlisted below:

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

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

(iii) the capital investment on energy conservation
equipment:

Not Applicable

(B) Technology absorption

(i) the efforts made towards technology absorption:

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

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

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

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

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

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

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

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

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

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

The Company has not imported any technology.

(iv) the expenditure incurred on Research and
Development:

NIL

(C) Foreign Exchange Earnings and Outgo:

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

35. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

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

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

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

37. COMPLIANCE WITH MATERNITY BENEFIT

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

38. IBC CODE & ONE-TIME SETTLEMENT

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

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

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

40. ACKNOWLEDGMENTS

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

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

Sajjan Jindal

Place: Mumbai Chairman

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