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BSE Code : 543994 | NSE Symbol : JSWINFRA | ISIN : INE880J01026 | Industry : Miscellaneous |


Directors Reports

To

the Members of

JSW Infrastructure Limited

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

1. COMPANY PERFORMANCE Financial Results

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

(attributable to Non - controlling interest of the Company

- - 18.34 4.39

Performance Highlights

Standalone

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

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

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

• The Net Worth of the Company for the FY 2024-25 stood at ' 5,144.35 crore as against ' 4,796.56 crore for the FY 202324, showing an increase of ' 7.25%.

Consolidated

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

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

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

• The Net Worth of the Company for the FY 2024-25 stood at ' 9,329.20 crore as against ' 7,966.37 crore for the FY 202324, showing an increase of 17.11%.

2. OPERATIONS KEY HIGHLIGHTS

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

The Company operates in two segments.

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

3. PROJECT/NEW VENTURES:

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

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

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

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

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

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

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

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

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

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

b) Logistics & Connectivity

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

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

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

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

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

c) Acquisition of Navkar Corporation Limited (Navkar)

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

d) Port/Terminals

i. Murbe Port

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

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

ii. Terminal at Chidambaranar Port

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

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

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

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

The key operating facilities of Navkar are as follows:

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

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

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

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

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

5. TRANSFER TO RESERVES

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

6. DIVIDEND

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

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

7. FINANCIAL STATEMENTS

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

8. CAPITAL STRUCTURE

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

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

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

a. shares with differential rights

b. sweat equity shares

c. preference shares

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

9. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS (FCB)

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

10. COMMERCIAL PAPER

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

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

11. CREDIT RATING

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

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

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

12. ESG RATING

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

13. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS PLAN AND SCHEME

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

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

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

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. DEPOSITS

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

16. MATERIAL CHANGES AND COMMITMENTS

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

17. CHANGE IN THE NATURE OF BUSINESS

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

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

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

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

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

20. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENTS

Internal Control and Internal Audit

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

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

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

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

22. DISCLOSURES RELATED TO POLICIES

A) Nomination Policy

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

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

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

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

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

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

• at least one Independent Woman Director.

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

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

B) Remuneration Policy

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

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

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

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

iii. Remuneration is linked to performance.

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

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

C) Whistle Blower Policy/ Vigil Mechanism

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

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

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

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

D) Risk Management Policy

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

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

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

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

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

E) Board Evaluation Policy

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

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

F) Material Subsidiary Policy

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

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

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

G) Dividend Distribution Policy

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

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

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

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

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

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

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

H) Corporate Social Responsibility (CSR) Policy

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

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

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

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

Strategy

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

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

Thematic Areas

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

• Improving Living Conditions (Health Initiatives)

• Promoting Social Developments

• Addressing social inequalities

• Education Initiatives

• Waste Management & sanitation initiatives

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

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

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

25. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

26. MEETINGS OF THE BOARD

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

27. COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

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

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

28. AUDITORS AND AUDITORS REPORTS

A) Statutory Auditors and Audit Report

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

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

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

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

B) Cost Records and Cost Audit

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

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

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

C) Secretarial Auditor and Secretarial Audit

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

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

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

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

Secretarial Audit Report of Material Subsidiaries

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

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

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

29. COMPLIANCE WITH SECRETARIAL STANDARDS

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

30. EXTRACT OF ANNUAL RETURN

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

31. MANAGEMENT DISCUSSION AND ANALYSIS

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

32. CORPORATE GOVERNANCE REPORT

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

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

34. INTEGRATED ANNUAL REPORT

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

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

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

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

(A) Conservation of energy

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

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

Some of the initiatives are as enlisted below:

• Shore-based power supply for vessels berthed at two

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

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

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

sources of energy:

Some of the initiatives are as enlisted below:

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

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

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

(iii) the capital investment on energy conservation

equipment: Not Applicable

(B) Technology absorption

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

(i) the efforts made towards technology absorption:

• Implementation / Upgradation of PMS at Jaigarh location

• Eco Portal at Jaigarh Location

• BI & Analytics at Jaigarh Location

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

• Azure Cloud Server-PMS NEW ERA at Jaigarh Location

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

• Video Analytical Project at Dharamtar Location

• Training Data Recording at Dharamtar Location

• Asset Information Dashboard at Dharamtar Location

• Canteen Management System at Paradip Location

• Dredger Fuel Management System at Paradip Location

• Energy Monitor System at Ennore Location

• CWMS System at Manglore Location

• Daily MIS Report at Manglore Location

• Vendor Search Engine at Dharamtar Location

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

• Safety Dashboard for Safety Department at Dharamtar Location

• Analytics - Mechanical Department at Dharamtar Location

• Analytics - Commercial Department at Dharamtar Location

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

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

• Improving Operational Efficiencies

• Cargo Accountability and reconciliation

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

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

• Connectivity improvement

• Safe and secure working environment

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

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

(C) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned during the year are

as under:

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

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

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

38. IBC CODE & ONE-TIME SETTLEMENT

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

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

40. ACKNOWLEDGMENTS

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