Notes to Accounts of JSW Infrastructure Ltd.

Mar 31, 2025

XVII. Provisions and Commitments

A provision is recognised when the Company has a present
obligation (legal or constructive), as a result of past events and
it is probable that an outflow of resources, that can be reliably
estimated, will be required to settle such an obligation. .

When the Company expects some or all of a provision to be
reimbursed, for example, under an insurance contract, the
reimbursement is recognized as a separate asset, but only when
the reimbursement is virtually certain. The expense relating to a
provision is presented in the statement of profit and loss net of
any reimbursement.

The amount recognised as a provision is the best estimate of
the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is

measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle
a provision are expected to be recovered from a third party, a
receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable
can be measured reliably.

I f the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of time
is recognized as a finance cost.

Onerous Contracts - Present obligations arising under onerous
contracts are recognised and measured as provisions. An
onerous contract is considered to exist where the Company has
a contract under which the unavoidable costs of meeting the
obligations under the contract exceed the economic benefits
expected to be received from the contract. The unavoidable
costs under a contract reflect the least net cost of exiting from
the contract, which is the lower of the cost of fulfilling it and any
compensation or penalties arising from failure to fulfil it. The cost
of fulfilling a contract comprises the costs that relate directly to
the contract (i.e., both incremental costs and an allocation of
costs directly related to contract activities).

Provisions are reviewed at each Balance Sheet date.

XVIII. Contingent Liabilities

Disclosure of contingent liability is made when there is a possible
obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events
where it is either not probable that an outflow of resources
embodying economic benefits will be required to settle or
a reliable estimate of amount cannot be made. Contingent
liabilities are reviewed at each Balance Sheet date.

XIX. Cash and Cash Equivalents

Cash and short-term deposits in the Balance Sheet comprise
cash at banks, cheque on hand, short-term deposits with a
maturity of three months or less from the date of acquisition,
which are subject to an insignificant risk of changes in value.

For the purpose of the Statement of cash flows Cash and cash
equivalents comprise cash at banks and on hand, short-term
deposits with an original maturity of three months or less and
liquid investments, which are subject to insignificant risk of
changes in value. .

XX. Earnings per Equity Share

Basic earnings per share is computed by dividing the profit /
loss after tax by the weighted average number of equity shares
outstanding during the year. The weighted average number
of equity shares outstanding during the year is adjusted for
treasury shares, bonus issue, bonus element in a rights issue
to existing shareholders, share split and reverse share split
(consolidation of shares).

Diluted earnings per share is computed by dividing the profit /
loss after tax as adjusted for dividend, interest and other charges
to expense or income (net of any attributable taxes) relating to
the dilutive potential equity shares, by the weighted average
number of equity shares considered for deriving basic earnings
per share and the weighted average number of equity shares
which could have been issued on the conversion of all dilutive
potential equity shares including the treasury shares held by
the Company to satisfy the exercise of the share options by
the employees.

XXI. Segment Reporting

Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker.

The Board of directors of the Company has been identified as the
Chief Operating Decision Maker which reviews and assesses the
financial performance and makes the strategic decisions.

XXII. Current and Non-Current Classification

The Company presents assets and liabilities in the balance sheet
based on current and non-current classification.

An asset is classified as current when it satisfies any of the
following criteria:

• Expected to be realized or intended to be sold or consumed
in Company normal operating cycle; Held primarily for the
purpose of trading;

• Expected to be settled within twelve months after the
reporting period or

• Cash or cash equivalents unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the
following criteria:

• It is expected to be settled in Company normal operating cycle;

• It is held primarily for the purpose of trading;

• it is due to be settled within twelve months after the reporting
date; or the Company does not have an unconditional right
to defer settlement of the liability for at least twelve months
after the reporting date. Terms of a liability that could, at the
option of the counterparty, result in its settlement by the
issue of equity instruments do not affect its classification.

The Company classifies all other liabilities as non-current.

XXIII. Key sources of estimation uncertainty and critical
accounting judgements

The preparation of Standalone financial statements, in
conformity with Ind AS requires management to make
judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. The management
bases its estimates on historical experience and various other
assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from those estimates.

The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised
and in any future periods affected. In particular, information
about significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most
significant effect on the amounts recognized in the Standalone
Financial Statements is included in the following notes:

a. Property, plant and equipment

The charge in respect of periodic depreciation is derived
after determining an estimate of an asset''s expected
useful lives and the expected residual value at the end of
its lives. The useful lives and residual values of Company''s
assets are determined by Management at the time the
asset is acquired and reviewed periodically, including at
each financial year end. The lives are based on historical
experience with similar assets as well as anticipation
of future events, which may impact their life, such as
changes in technology. Such lives are dependent upon
an assessment of both the technical lives of the assets,
and also their likely economic lives based on various
internal and external factors including relative efficiency,
the operating conditions of the asset, anticipated
technological changes, historical trend of plant load
factor, historical planned and scheduled maintenance. It
is possible that the estimates made based on existing
experience are different from the actual outcomes and
could cause a material adjustment to the carrying amount
of property, plant and equipment.

b. Income taxes:

Significant judgements are involved in determining the
provision for income taxes, including amount expected
to be paid / recovered for uncertain tax positions. In
assessing the realizability of deferred tax assets arising
from unused tax credits, the management considers
convincing evidence about availability of sufficient taxable
income against which such unused tax credits can be
utilized. The amount of the deferred income tax assets
considered realizable, however, could change if estimates
of future taxable income changes in the future.

c. Defined benefit plans

The cost of the defined benefit plan and other post¬
employment benefits and the present value of such
obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions
that may differ from actual developments in the future.
These include the determination of the discount rate,
future salary increases, mortality rates and attrition
rate. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

d. Fair Value Measurement

When the fair values of financials assets and financial
liabilities recorded or disclosed in the financial statements
cannot be measured based on quoted prices in active
markets, their fair value is measured using valuation
techniques which involve various judgements and
assumptions including the Discounted Cash Flows model.
The inputs to these models are taken from observable
markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values.
Judgements include consideration of inputs such as
liquidity risk, credit risk and volatility.

e. I mpairment of Financial Assets and Non-Financial
Assets

The impairment provisions for Financial Assets are based
on assumptions about risk of default and expected cash
loss rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment
calculation, based on Company''s past history, existing
market conditions as well as forward looking estimates at
the end of each reporting period.

I n case of non-financial assets, the Company estimates
asset''s recoverable amount, which is higher of an assets

or Cash Generating Units (CGU''s) fair value less costs of
disposal and its value in use.

I n assessing value in use, the estimated future cash
flows are discounted to their present value using pre-tax
discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
In determining fair value less costs of disposal, recent
market transactions are taken into account, if no such
transactions can be identified, an appropriate valuation
model is used.

f. Contingencies

In the normal course of business, contingent liabilities may
arise from litigation and other claims against the Company.
Potential liabilities that are possible but not probable
of crystalising or are very difficult to quantify reliably
are treated as contingent liabilities. Such liabilities are
disclosed in the notes but are not recognized. The cases
which have been determined as remote by the Company
are not disclosed.

Contingent assets are neither recognized nor disclosed
in the Standalone Financial Statements unless when an
inflow of economic benefits is probable.

g. Provisions

The timing of recognition and quantification of the liability
requires the application of judgement to existing facts
and circumstances, which can be subject to change. The
carrying amounts of provisions and liabilities are reviewed
regularly and revised to take account of changing facts
and circumstances.

XXIV. Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. For the year ended 31^st March, 2025, MCA has notified Ind
AS - 117 Insurance Contracts and amendments to Ind AS 116 -
Leases, relating to sale and leaseback transactions, applicable
to the Group w.e.f. April 1, 2024. The Company has reviewed
the new pronouncements and based on its evaluation has
determined that it does not have any significant impact in its
financial statements.

NOTE 10:- INCOME TAX

Indian companies are subject to Indian income tax on a standalone basis. For each fiscal year, the entity profit and loss is subject to the higher
of the regular income tax payable or the Minimum Alternative Tax ("MAT").

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in
accordance with the provisions of the (Indian) Income Tax Act, 1961. Statutory income tax is charged at 30% plus a surcharge and education cess

MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under
normal provisions. MAT for the fiscal year 2024-25 is charged at 15% plus a surcharge and education cess. MAT paid in excess of regular income
tax during a year can be set off against regular income taxes within a period of fifteen years succeeding the fiscal year in which MAT credit
arises subject to the limits prescribed.

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which
the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

(a) Income Tax cases includes disputes pertaining to disallowances of deduction taken u/s 14A, disallowances of CSR Expenses and
disallowance on account mismatch in Annual Information Return. Based on the decisions of the Appellate authorities and the
interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or
substantially reduced and accordingly, no provision has been made.

(b) It is not practicable to estimate the timing of cash outflow, if any, in respect of matters above, pending resolution of the arbitration
/ appellate proceedings.

*The above figures does not include provisions for gratuity.provident fund, group Mediclaim, group personal accident and compensated absences.

(a) Mr. Arun Maheshwari was in receipt of remuneration from South West Port Limited, subsidiary company where were he was holding
an office/place of profit. Mr. Lalit Singhvi and Ms. Gazal Qureshi were in receipt of remuneration from JSW Jaigarh Port Limited and
South West Port Limited respectively for part of the year.

(b) As the future liability of the gratuity is provided on actuarial basis for the company as a whole, the amount pertaining to individual is
not ascertainable and therefore not included above.

(c) The remuneration include perquisite value of ESOPs in the year it is exercised for year ended 31^st March, 2025 '' Nil crore (FY 2024
: '' 5.64 crore). The Company has recognised an expense of '' 0.49 crore (FY 2024 : '' 11.97 crore) towards employee stock options
granted to Key Managerial Personnel.

(d) The Independent Non-Executive Directors are paid remuneration by way of sitting fees. The Company pays sitting fees at the rate of
'' 50,000/- (FY 2024 : '' 50,000) for each meeting of the Board and '' 30,000/- (FY 2024 : '' 30,000/-) for sub-committees attended by
them. The amount paid to them by way of commission and sitting fees during the year is '' 0.55 crore (FY 2024 : '' 0.26 crore), which
is not included above.

(e ) The transactions are disclosed under various relationships (i.e. subsidiary and other related parties) based on the status of related
parties on the date of transactions.

(f) The Company gives or receives trade advances during normal course of business. The transactions against those trade advances
are part of above-mentioned purchases or sales and accordingly, such trade advances have not been shown separately

(g) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. This assessment
is undertaken each financial year through examining the financial position of the related party and the market in which the related
party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

(h) Pursuant to amendment in related party transactions definition as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, as amended, payment of dividend is not shown as related party transaction with effect from 1 April 2022

Terms and Conditions

Sales:

The sales to related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of
business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For the
year ended 31^st March 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

Purchases:

The purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary
course of business. Purchase transactions are based on made on normal commercial terms and conditions and market rates.

Loans to Related Parties:

The Company had given loans to related parties for business requirement. The loan balances as at 31^st March, 2025 was '' 1,715.86 crore
(As on 31^st March, 2024 was '' 3,973.60 crore). These loans are unsecured in nature.

(a) Loan to Group companies : Interest rate for loans to subsidiaries out of IPO proceeds is SBI MCLR 175 BPS. Interest rate for long term
loans to subsidiaries ranges from 8.25% to 9.25%.

(b) Loans to employee welfare trusts : these loans are given as interest free."

Interest Income

Interest is accrued on loan given to related party as per terms of agreement.

Interest expense:

Interest is charged on loan from related party as per terms of agreement.

Financial Guarantee given

Financial guarantees given on behalf of subsidiary company are for availing term loan and the transactions are in ordinary course of
business and at arms'' length basis.

Financial Guarantee received

Financial guarantees received from subsidiary company for External Commercial Borrowings and the transactions are in ordinary course
of business and at arms'' length basis.

(b) Defined benefit plans:

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an
employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or
resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable
on retirement / termination is the employee''s last drawn basic salary per month computed proportionately for 15 days salary multiplied
by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated
from the entity and the Company makes contributions to the insurer (LIC).

Compensated absences:

Privileged Leave (PL) - Unutilised PL balance at the end of the calendar year (31^st December) shall be encashed at the prevailing basic pay
and no carry forward is allowed.

Contingency Leave (CoL) - The annual credit of a contingency leave shall be 8 days. Maximum accumulation of 30 days is allowed and can
not be encashed.

These plans typically expose the Company to the following actuarial risks:

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond
yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently the plan has a relatively balanced investment in
equity securities and debt instruments.

Interest Risk:

A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in
the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan''s liability.

Asset Liability matching risk:

The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this
generally reduces ALM risk.

Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration risk:

Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets.
Although probability of this is very less as insurance companies have to follow regulatory guidelines.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31^st March,
2025 by Independent Actuarial Agency. The present value of the defined benefit obligation, and the related current service cost and past
service cost, were measured using the projected unit credit method.

a) The Company expects to contribute '' 0.46 crore to its gratuity plan for the FY 2024-25.

b) In assessing the Company''s post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality
tables, the base being the Indian assured lives mortality (2012-14) ultimate.

c) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund
during the estimated term of the obligations after considering several applicable factors such as the composition of plan assets,
investment strategy, market scenario, etc.

d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

e) The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the
estimated term of the obligations.

f) The average duration of the defined benefit plan obligation at the end of the reporting period is 9 years (31^st March, 2024: 14 years)
Compensated Absences

The company has a policy on compensated absences with provisions of accumulation of contingency leave and encashment of privilege
leave by the employees during employment or on separation from the group due to death, retirement or resignation. The expected cost of
contingency leave is determined by actuarial valuation performed by an independent actuary at the balance sheet date using projected
unit credit method.

NOTE 36:- FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS
36.1 Capital Risk Management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital
structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and
strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its
operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed
capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate
the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic
acquisitions, to capture market opportunities at minimum risk.

The Company monitors its capital using gearing ratio, which is net debt, divided to total equity. Net debt includes, interest bearing loans and
borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.

NOTE 37:-FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and foreign exchange risk. The Company''s
focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices.
The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

Foreign currency risk:

The Company''s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently,
exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company''s revenue . The Company is exposed to exchange
rate risk under its trade and debt portfolio.

Foreign currency sensitivity

The following table details the Company''s sensitivity to a 1% appreciation and depreciation in the INR against the relevant foreign currencies.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end
for a 1% change in foreign currency rates, with all other variables held constant. A positive number below indicates an increase in profit or equity
where INR strengthens 1% against the relevant currency. For a 1% weakening of INR against the relevant currency, there would be a comparable
impact on profit or equity, and the balances below would be negative.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is
measured by using the cash flow sensitivity for changes in variable interest rate. The Company borrows funds for onward investment in/Loan
to subsidiaries. In order to optimize the company''s position with regard to interest income and interest expenses and to manage the interest
rate risk, treasury performs a comprehensive corporate interest rate risk management by ensuring cost of funds are lower than income earned
from utilisation of funds.

Credit Risk Exposure:

The allowance for credit loss on customer balances for year ended 31^st March, 2025 '' Nil crore (31^st March, 2024 : '' Nil crore)

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit ratings
assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units with high
credit rating mutual funds

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity
risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities. Long-term borrowings generally mature between one and 10 years.
Liquidity is reviewed on a daily basis based on weekly cash flow forecast.

As of 31^st March, 2025 the Company had a working capital of (''274.45) crore. As of 31^st March, 2024, the Company had a working capital of
'' 155.52 crore. The Company is confident of managing its financial obligation through short term borrowing and liquidity management.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment Years
and its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on
the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows

Collateral

The company has given its trade receivables, current financial assests and cash and cash equivalents as collateral for the banking facilities
extended to the company.

NOTE 38:- EMPLOYEE SHARE BASED PAYMENT PLAN
Employee Stock Ownership Plan 2016 (ESOP Plan 2016)

The board of directors approved the "Employee Stock Ownership Plan 2016" on March 23, 2016 for issue of stock options to the employee of
the Company and its subsidiaries. Board has authorised the Nomination and Remuneration committee for the superintendence of the ESOP Plan.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals
salary. 50% of the grant would vest at the end of the third year and 50% of the grant would vest at the end of the forth year with a vesting condition
that the employee is in continuous employment with the Company till the date of vesting. These options are equity settled.

NOTE 42 :

During the previous year ended 31^st March 2024, the company had completed its Initial Public Offer ("IPO") of 23,52,94,117 Equity Shares at the
face value of '' 2/- each at an issue price of '' 119/- per Equity Share (including securities premium of '' 117 per share). The issue comprised of
fresh issue of equity share aggregating to '' 2,800 crore. The Equity Shares of the Company were listed on BSE Limited ("BSE") and National Stock
Exchange of India limited ("NSE") on 3^rd October, 2023

The total offer expenses in relation to the issue are '' 73.87 crore (including taxes). The details of the proceeds from the Issue are summarized
as below

NOTE 43:- ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding
any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(ultimate beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party
(ultimate beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions
of the Income Tax Act, 1961.

vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies
(Restriction on number of Layers) Rules, 2017.

vii) The Company does not have any transactions with companies which are struck off.

viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

ix) The Company is not declared willful defaulter by any bank or financials institution or lender during the year

x) The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of each and every transaction,
creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the
audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014
known as the Companies (Accounts) Amendment Rules, 2021. However, the audit trail feature is not enabled for direct changes to data in
the underlying database in relation to certain users pertaining to SAP HR - Payroll application, which has been enabled subsequently post
the year ended 31^st March, 2025.

Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the
extent it was enabled and recorded in the respective year.

Note 44 : The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment benefits has
received Presidential assent in September 2020. However, the effective date of the Code is yet to be notified and final rules for quantifying the
financial impact are also yet to be issued. In view of this, the company will assess the impact of the Code when relevant provisions are notified
and will record related impact, if any, in the period the Code becomes effective.

NOTE 45 : EVENTS OCCURRING AFTER BALANCE SHEET:

The Board of Directors has recommended a dividend of '' 0.80 per equity share of '' 2 each for the year ended 31^st March, 2025 subject to approval
of the members at the ensuing Annual General Meeting.

NOTE 46 The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial
statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As
of 30^th April, 2025 there were no subsequent events and transactions to be recognized or reported that are not already disclosed.

NOTE 47 : The company had declared dividend in the financial year 2023-24 out of which '' 0.02 crore remained unclaimed as on
31^st March 2025.

NOTE 48 : The financial statements are approved for issue by the Audit Committee at its meeting held on 30^th April, 2025 and by the Board of
Directors on 30^th April,2025.

NOTE 49 : Previous year''s figures have been reclassified and regrouped wherever necessary.

The accompanying notes form an integral part of the standalone financial statements

As per our attached report of even date For and on behalf of the Board of Directors

For Shah Gupta & Co.

Chartered Accountants

Firm''s Registration No: 109574W Sajjan Jindal Rinkesh Roy

Chairman Jt. Managing Director & CEO

DIN : 00017762 DIN : 07404080

Vipul K Choksi Lalit Singhvi Gazal Qureshi

Partner Whole Time Director & CFO Company Secretary

Membership No. 037606 DIN : 05335938 M No. A16843

UDIN: 25037606BMMBST8879

Date : 30^th April, 2025 Date : 30^th April, 2025

Place : Mumbai Place : Mumbai

---

Mar 31, 2024

Note:

1. Security deposits includes deposits for rent.

2. Margin money deposits with a carrying amount of '' 1.40 Crores (March 31, 2023: '' 1.40 Crores) are subject to charge for securing the Company''s Bank Guarantee facility.

3. Interest receivable on fixed deposits includes interest for the period from October 2023 till March 2024 on unutilised proceeds from Initial Public Offer (IPO) amounting to '' 30.45 Crores which has been temporarily invested in deposits with scheduled commercial banks .

NOTE 9: INCOME TAX

Indian companies are subject to Indian income tax on a standalone basis. For each fiscal year, the entity profit and loss is subject to the higher of the regular income tax payable or the Minimum Alternative Tax ("MAT").

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in accordance with the provisions of the (Indian) Income Tax Act, 1961. Statutory income tax is charged at 30% plus a surcharge and education cess.

MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under normal provisions. MAT for the fiscal year 2023-24 is charged at 15% plus a surcharge and education cess. MAT paid in excess of regular income tax during a year can be set off against regular income taxes within a period of fifteen years succeeding the fiscal year in which MAT credit arises subject to the limits prescribed.

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

(a) Shares held under ESOP Trust

The Company has created an Employee Stock Ownership Plan (ESOP) for providing share-based payment to its employees.

ESOP is the primary arrangement under which incentive are provided to certain specified employees of the Company and it''s subsidiaries. The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares.

For the details of shares reserved for issue under the Employee Stock Ownership Plan (ESOP) of the Company (refer note 37).

Pursuant to the Ordinary Resolution passed by the Shareholders of the Company on 28 December 2022, the Company has sub-divided its equity share of face value of ''10 each fully paid up, into 5 equity shares of face value ''2 each fully paid-up and issued bonus in the ratio of 5 equity shares for one existing fully paid-up equity share held by the member with record date of 20 January 2023. Hence, shares have now been adjusted on account of sub-division of share and bonus done by the Company.

(c) The company , at its IPO Committee meeting held on 28^th September , 2023 approved allotment of 23,52,94,117 equity shares of '' 2 each pursuant to Initial Public Offer at a securities premium of RS. 117 per equity share under fresh issue. The Equity Shares of the Company were listed on BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE") on 03^rd October, 2023

(d) Rights, preferences and restrictions attached to equity shares:

The Company has one class of share capital, i.e., equity shares having face value of ''2 per share (PY of ''2 per share). Each holder of equity share is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing annual general meeting.

Nature and purpose of reserves:

(1) Retained Earnings

Retained earnings are the profits that Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings are free reserves available to the Company.

(2) Capital Reserve:

Forfeiture of equity share warrant on account of option not exercised by the warrant holders.

(3) Security premium reserve:

The amount received in excess of face value of equity shares is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Companies Act 2013.

(4) Equity settled share based payment reserve:

For details of shares reserved under employee stock option (ESOP) of the Company refer note 37.

(a) Income Tax cases includes disputes pertaining to disallowances of deduction taken u/s 14A, disallowances of CSR Expenses and disallowance on account mismatch in Annual Information Return. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly, no provision has been made.

(b) It is not practicable to estimate the timing of cash outflow, if any, in respect of matters above, pending resolution of the arbitration / appellate proceedings.

(a) Mr. Arun Maheshwari and Ms. Gazal Qureshi are in receipt of remuneration from South West Port Limited, subsidiary company where they are holding an office/place of profit.

(b) As the future liability of the gratuity is provided on actuarial basis for the company as a whole, the amount pertaining to individual is not ascertainable and therefore not included above.

(c) The remuneration include perquisite value of ESOPs during the period exercised '' 5.64 crores (P.Y. '' NIL).The Company has recognised an expense of '' 11.97 crores (P.Y '' 7.96 crores) towards employee stock options granted to Key Managerial Personnel.

(d) The Independent Non-Executive Directors are paid remuneration by way of sitting fees. The Company pays sitting fees at the rate of '' 50,000/- ('' 20,000/- till 02 November 2023) for each meeting of the Board and '' 30,000/- ('' 20,000/- till 02 November 2023) for sub-committees attended by them. The amount paid to them by way of commission and sitting fees during the year is '' 0.26 Crores (PY '' 0.20 Crores), which is not included above.

(e) The transactions are disclosed under various relationships (i.e. subsidiary and other related parties) based on the status of related parties on the date of transactions.

(f) The Company gives or receives trade advances during normal course of business. The transactions against those trade advances are part of above-mentioned purchases or sales and accordingly, such trade advances have not been shown separately

(g) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

Terms and Conditions

Sales:

The sales to related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For the year ended 31^st March 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

Purchases:

The purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of business. Purchase transactions are based on made on normal commercial terms and conditions and market rates.

Loans to Related Parties:

The Company had given loans to related parties for business requirement. The loan balances as at 31^st March, 2024 was '' 3,973.60 Crores (As on 31^st March, 2023 was '' 2,932.67 Crores). These loans are unsecured in nature.

(a) Loan to Group companies : If the tenure of the loan is one year from the date of disbursement than interest rate is SBI MCLR 175 BPS and if tenure is more than one year then interest rate is fixed based on cost of capital at the time of disbursement. Interest rate for loans to subsidiaries out of IPO proceeds is SBI MCLR 175 BPS.

(b) Loans to employee welfare trusts : these loans are given as interest free.

Interest Income

Interest is accrued on loan given to related party as per terms of agreement.

Interest expnese:

Interest is charged on loan from related party as per terms of agreement.

Financial Guarantee given

Financial guarantees given on behalf of subsidiary company are for availing term loan and the transactions are in ordinary course of business and at arms'' length basis.

Financial Guarantee received

Financial guarantees received from subsidiary company for External Commercial Borrowings and the transactions are in ordinary course of business and at arms'' length basis.

NOTE 33: CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the Companies Act 2013, a company, meeting the applicabilty threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibilty (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education and culture, healthcare, ensuring environmental sustainability, rural development.A CSR Committee has been formed by the company as per the Act.The funds were primarily allocated and utilised through the year on these activites which are specified in Schedule VII of the Companies Act, 2013.

NOTE 34 EMPLOYEE BENEFITS (a) Defined contribution plans:

Retirement Benefits in the form of Provident Fund, Employee State Insurance Scheme and Employee Pension Scheme which are defined contribution schemes are charged to the statement of profit and loss for the year in which the contributions to the respective funds accrue as per relevant rules / statutes. These contributions are made to respective statutory authority.

(b) Defined benefit plans:

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable on retirement / termination is the employee''s last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated from the entity and the Company makes contributions to the insurer (LIC).

Compensated absences:

Privileged Leave (PL) - Unutilised PL balance at the end of the calendar year (31^st December) shall be encashed at the prevailing basic pay and no carry forward is allowed.

Contingency Leave (CoL) - The existing casual leave and sick leave were clubbed together and shall becalled as CoL. The annual credit of a contingency leave shall be 8 days. Maximum accumulation of 30 days is allowed and can not be encashed.

These plans typically expose the Company to the following actuarial risks:

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments.

Interest Risk:

A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Asset Liability matching risk:

The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk. Concentration risk:

Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31^st March, 2024 by Independent actuarial Agency. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

a) The Company expects to contribute '' Nil (previous year '' Nil ) to its gratuity plan for the FY 2023-24.

b) In assessing the Company''s post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the Indian assured lives mortality (2012-14) ultimate.

c) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations after considering several applicable factors such as the composition of plan assets, investment strategy, market scenario, etc.

d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

e) The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

Compensated Absences

Under the compensated absences plan, leave encashment is payable to all eligible employees on separation from the Company due to

death, retirement, superannuation or resignation. Employee are entitled to encash leave while serving in the Company. At the rate of daily

salary, as per current accumulation of leave days.

NOTE 35: FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS 35.1 Capital Risk Management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

Fair value hierarchy of financial instruments:

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are

a) recognised and measured at fair value and

b) measured at amortised cost for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard.

NOTE 36:-FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and foreign exchange risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

Foreign currency risk:

The Company''s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company''s revenue . The Company is exposed to exchange rate risk under its trade and debt portfolio.

Foreign currency sensitivity

The following table details the Company''s sensitivity to a 1% appreciation and depreciation in the INR against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 1% change in foreign currency rates, with all other variables held constant. A positive number below indicates an increase in profit or equity where INR strengthens 1% against the relevant currency. For a 1% weakening of INR against the relevant currency, there would be a comparable impact on profit or equity, and the balances below would be negative.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The Company borrows funds for onward investment in/Loan to subsidiaries. In order to optimize the company''s position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by ensuring cost of funds are lower than income earned from utilisation of funds.

Interest Rate Sensitivity

The sensitivity analysis determines the exposure to interest rates for financial instruments at the end of the year. The Company does not have any floating rate exposures as on 31^st March 2024.

Credit risk management:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to '' 96.48 Crores and '' 74.80 Crores as of March 31, 2024 and March 31, 2023, respectively. The Company has its major revenue from group companies. Hence no credit risk is perceived.

Credit Risk Exposure:

The allowance for credit loss on customer balances for year ended March 31, 2024 '' Nil Crores (March 31, 2023 : '' Nil Crores)

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units with high credit rating mutual funds

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Long-term borrowings generally mature between one and 10 years. Liquidity is reviewed on a daily basis based on weekly cash flow forecast.

As of March 31, 2024 the Company had a working capital of '' 155.52 Crores. As of March 31, 2023, the Company had a working capital of '' 206.46 Crores. The Company is confident of managing its financial obligation through short term borrowing and liquidity management.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment Years and its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows

Collateral

The company has not pledged any of part of its trade receivables, Short-term investments and cash and cash equivalents in order to fulfil certain collateral requirements for the banking facilities extended to the company.

NOTE 37: EMPLOYEE SHARE BASED PAYMENT PLAN Employee Stock Ownership Plan 2016 (ESOP Plan 2016)

The board of directors approved the "Employee Stock Ownership Plan 2016" on March 23, 2016 for issue of stock options to the employee of the Company and its subsidiaries. Board has authorised the Nomination and Remuneration committee for the superintendence of the ESOP Plan.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals salary. 50% of the grant would vest at the end of the third year and 50% of the grant would vest at the end of the forth year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting. These options are equity settled.

Employee Stock Ownership Plan 2021 (ESOP Plan 2021)

The board of directors approved the "Employee Stock Ownership Plan 2021" on January 30, 2022 for issue of stock options to the employee of the Company and its subsidiaries. Board has authorised the Nomination and Remuneration committee for the superintendence of the ESOP Plan.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals salary. 25% of the grant would vest at the end of the first year, 25% of the grant would vest at the end of the second year and 50% of the grant would vest at the end of the third year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting. These options are equity settled.

NOTE 39: SEGMENT REPORTING

The Company is primarily engaged in one business segment, namely developing, operating and maintaining the Ports services, Ports related Infrastructure development activities and development of infrastructure as determined by chief operational decision maker, in accordance with Ind-AS 108 "Operating Segment".

Considering the inter relationship of various activities of the business, the chief operational decision maker monitors the operating results of its business segment on overall basis. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

NOTE 41:

During the year ended 31^st March 2024, the company has completed its Initial Public Offer ("IPO") of 23,52,94,117 Equity Shares at the face value of '' 2/- each at an issue price of '' 119/- per Equity Share (including securities premium of '' 117 per share). The issue comprised of fresh issue of equity share aggregating to '' 2,800 crores . The Equity Shares of the Company were listed on BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE") on 3^rd October, 2023

NOTE 42:- ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

vii) The Company does not have any transactions with companies which are struck off.

viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

ix) The Company is not declared willful defaulter by any bank or financials institution or lender during the year

x) The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of each and every transaction,

creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021. However, the audit trail feature is not enabled for direct changes to data in the underlying database and in the application when using certain privileged access rights. The Company as per its policy has not granted privilege access for change to data in the underlying database as evident from the manual log being maintained in this regard and further privilege access rights to application are restricted only to specific authorised users for which audit trail exists except in certain debugging cases.

The Company in the month of March 2024 has also implemented Privileged Access Management tool (PAM), onboarded the SAP database servers on the PAM tool and the process of monitoring database is currently under testing phase. The PAM is an identity management tool which focuses on the control, monitoring, and protection of privileged accounts within an organization. The PAM tool saves complete screen video recording sessions of all the admin activities as soon as they authenticate on the PAM console and connect to the target resources (Servers, Network Devices, Applications and Database) which acts as an audit trail feature.

NOTE 43 : The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment benefits has received Presidential assent in September 2020. However, the effective date of the Code is yet to be notified and final rules for quantifying the financial impact are also yet to be issued. In view of this, the company will assess the impact of the Code when relevant provisions are notified and will record related impact, if any, in the period the Code becomes effective.

NOTE 44 : EVENTS OCCURRING AFTER BALANCE SHEET:

The Board of Directors has recommended a dividend of '' 0.55 per equity share of '' 2 each for the year ended 31 March, 2024 subject to approval of the members at the ensuing Annual General Meeting.

NOTE 45 The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As of 03^rd May, 2024 there were no subsequent events and transactions to be recognized or reported that are not already disclosed.

NOTE 46 Previous year''s figures have been reclassified and regrouped wherever necessary.

NOTE 47 : The financial statements are approved for issue by the Audit Committee at its meeting held on 03^rd May, 2024 and by the Board of Directors on 03^rd May, 2024.

---

Mar 31, 2023

NOTE 10 : TAXATION

Indian companies are subject to Indian income tax on a standalone basis. For each fiscal year, the entity profit and loss is subject to the higher of the regular income tax payable or the Minimum Alternative Tax ("MAT”).

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in accordance with the provisions of the (Indian) Income Tax Act, 1961. Statutory income tax is charged at 25% plus a surcharge and education cess

"MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under normal provisions. MAT for the fiscal year 2022-23 is charged at 15% plus a surcharge and education cess. MAT paid in excess of regular income tax during a year can be set off against regular income taxes within a period of fifteen years succeeding the fiscal year in which MAT credit arises subject to the limits prescribed.

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

Note 1 - The Company offsets deferred tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and relates to income taxes levied by the same tax authority.

Note 2 - The Company expects to utilise the MAT credit within a period of 15 years.

Note 3 - There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if any have been adequately provided for, and the Company does not currently estimate any probable material incremental tax liabilities in respect of these matters . (Refer Note 32)

Note 2 - The credit period on rendering of services ranges from 1 to 30 days with or without security.

Note 3 - No Trade Receivables have been given as collateral towards borrowings.

Note 4 - Refer note no. 34 for details of receivables from related parties

Note 5 - Trade Receivables does not include any receivables from directors and officers of the company.

Note 6 - Trade Receivables disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognised an allowance for doubtful debts because there has not been a significant change in credit quality and the amounts are still considered recoverable.

Note 7 - Loss allowance is estimated for disputed receivables based on assessment of each case where considered necessary.

Note 8 - The Company does not generally hold any collateral or other credit enhancements over these balances nor does it have a legal right to offset against any amounts owed by the Company to the counterparty.

(a) Shares held under ESOP Trust

ESOP is the primary arrangement under which shared plan service incentive are provided to certain specified employees of the Company and it''s subsidiaries in India. The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares.

For the details of shares reserved for issue under the Employee Stock Ownership Plan (ESOP) of the Company (refer note 39).

Pursuant to the Ordinary Resolution passed by the Shareholders of the Company on 28 December 2022, the Company has sub-divided its equity share of face value of H10 each fully paid up, into 5 equity shares of face value H2 each fully paid-up and issued bonus in the ratio of 5 equity shares for one existing fully paid-up equity share held by the member with record date of 20 January 2023. Hence, shares have now been adjusted on account of sub-division of share and bonus done by the Company.

(c) Rights, preferences and restrictions attached to equity shares:

The Company has one class of share capital, i.e., equity shares having face value of H2 per share (PY of H10 per share). Each holder of equity share is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.”

Nature and purpose of reserves:

(1) Retained Earnings

Retained earnings are the profits that Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings are free reserves available to the Company.

(2) Capital Reserve:

Forfeiture of equity share warrant on account of option not exercised by the warrant holders. "

(3) Security premium reserve:

The amount received in excess of face value of equity sahres is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Companies Act 2013.”

(4) Equity settled share based payment reserve:

For details of shares reserved under employee stock option (ESOP) of the Company refer note 39.”

*The company has raised H 2,990.28 crore [USD 400 million] on 21st January, 2022 by issuing USD denominated senior secured "4.95 per cent. Senior Notes due 2029” (also referred as the notes) pursuant to Rule 144A of the U.S. Securities Act, 1933, as amended, and applicable Indian regulations,to repay existing indebtedness of the Company and its Subsidiaries; and for capital expenditures; and for such other purposes as may be permitted by the RBI under the FEMA ECB Regulations from time to time. The notes are listed on the the Global Securities Market of India INX.

The unutilized amount as at March 31, 2023 is Nil Lakhs (FY 2022 : H 34,851 Lakhs) from the issue of USD Bonds were temporarily invested in Fixed Deposits. The same were utilized for Capital Expenditure and such other purposes for which it was issued.

Contract liability is the Company''s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer in advance.

The credit period on rendering of services ranges from 1-30 days with or without security.

Amount of revenue recognized from amounts included in the contract liabilities at the beginning of the year FY 2023 : H 200 Lakhs (FY 2022 : H Nil lakhs) and performance obligations satisfied in previous years is in FY 2023 : H Nil Lakhs (FY 2022 : H Nil lakhs)

Out of total contract liabilities outstanding as on FY 2023:H 204.26 Lakhs (FY 2022: H 200.00 Lakhs) will be recognized by FY 2024 (FY 2023).

(a) The Company does not expect any reimbursement in respect of the above contingent liabilities.

(b) Income Tax cases includes disputes pertaining to disallowances of deduction taken u/s 14A, disallowances of CSR Expenses and disallowance on account mismatch in AIR. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly, no provision has been made.

(c) It is not practicable to estimate the timing of cash outflow, if any, in respect of matters above, pending resolution of the arbitration / appellate proceedings.

*The above figures does not include provisions for gratuity, provident fund, group Mediclaim, group personal accident and compensated absences as the same is determined at the company level and is not possible to determine for select individuals.

(a) Mr. Arun Maheshwari and Ms. Gazal Qureshi are in receipt of remuneration from South West Port Limited, subsidiary company where they are holding an office/place of profit.

(b) As the future liability of the gratuity is provided on actuarial basis for the company as a whole, the amount pertaining to individual is not ascertainable and therefore not included above.

(c) The remuneration include perquisite value of ESOPs in the year it is exercised H NIL (P.Y. H NIL). The Company has recognised an expense of H 795.88 Lakhs (P.Y H 242.47 Lakhs) towards employee stock options granted to Key Managerial Personnel. The same has not been considered as managerial remuneration of the current year as defined under section 2(78) of the Companies Act, 2013 as the options have not been exercised.

(d) The Independent Non-Executive Directors are paid remuneration by way of sitting fees. The Company pays sitting fees at the rate of H 20,000/- for each meeting of the Board and sub-committees attended by them. The amount paid to them by way of commission and sitting fees during the 12 months is H19.80 Lakhs (PY H12.20 Lakhs), which is not included above.

(e) The transactions are disclosed under various relationships (i.e. subsidiary and other related parties) based on the status of related parties on the date of transactions.

(f) The Company gives or receives trade advances during normal course of business. The transactions against those trade advances are part of above-mentioned purchases or sales and accordingly, such trade advances have not been shown separately

Terms and Conditions

Sales:

The sales to related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For the year ended 31st March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

Purchases:

The purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of business. Purchase transactions are made on normal commercial terms and conditions and market rates.

The Company had given loans to related parties for business requirement. The loan balances as at 31st March, 2023 was H 2,93,266.72 Lakhs (As on 31st March, 2022 was H 2,54,364.79 Lakhs). These loans are unsecured in nature.

(a) Loan to Group companies : If the tenure of the loan is one year from the date of disbursement than interest rate is SBI MCLR 175 BPS and if tenure is more than one year then interest rate is fixed based on cost of capital at the time of disbursement.

(b) Loans to employee welfare trusts : these loans are given as interest free.

Optional Convertible Debenture (Unquoted)

Optional Convertible Debenture of JSW Sports Private Limited were at IRR of 9.5%.

Loans from related parties:

The Company had taken loans from related parties for business requirement. The loan balances as at 31st March, 2023 was H Nil. (As on 31st March, 2022 was 850 Lakhs). These loans are unsecured in nature.

Interest Income

Interest is accrued on loan given to related party as per terms of agreement.

Interest expnese:

Interest is charges on loan from related party as per terms of agreement.

Financial Guarantee given

Financial guarantees given on behalf of subsidiary company are for availing term loan and the transactions are in ordinary course of business and at arms'' length basis.

Financial Guarantee received

Financial guarantees received from subsidiary company for External Commercial Borrowings and the transactions are in ordinary course of business and at arms'' length basis.

NOTE 35 : CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the Companies Act 2013, a company, meeting the applicabilty threshold, needs to spend at lease 2% of its average net profit for the immediately preceding three financial years on corporate social responsibilty (CSR) activitites. The areas for CSR activities are eradication of hunger and malnutritian, promoting education and culture, helthcare, Ensuring Enviornmental sustianbiltiy, rural devlopment.A CSR comiitee has been formed by the compnay as per the Act.The funds were primiraliy allocated and utlised through the year on these activites which are specified in Schedule VII of the Companies Act, 2013.

(a) Defined contribution plans:

Retirement Benefits in the form of Provident Fund and National Pension Scheme which are defined contribution schemes are charged to the statement of profit and loss for the period in which the contributions to the respective funds accrue as per relevant rules / statutes.

These contributions are made to respective statutory authority.

(b) Defined benefit plans:

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable on retirement / termination is the employee''s last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated from the entity and the Company makes contributions to the insurer (LIC). The Company does not fully fund the liability and maintains the funding from time to time based on estimations of expected gratuity payments.

Under the compensated absences plan, priviledged leave balance as at the end of calendar year (31st December) shall be encashed at prevailing basic pay and no carry forward is allowed. Accumlation of Contingency Leave shall be allowed upto maximum 30 days and cannot be encashed.

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days'' salary for each completed year of service . Vesting occurs upon completion of five continuous years of service in accordance with Indian law.

The Company makes annual contributions to the Life Insurance Corporation , which is funded defined benefit plan for qualifying employees.

These plans typically expose the Company to the following actuarial risks:

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments.

Interest Risk:

A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Asset Liability matching risk:

The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk Concentration risk:

Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31st March, 2023 by M/S K. A. Pandit Consultants & Actuaries. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

a) The Company expects to contribute H Nil (previous year H Nil ) to its gratuity plan for the next year.

b) In assessing the Company''s post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the Indian assured lives mortality (2012-14) ultimate.

c) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations after considering several applicable factors such as the composition of plan assets, investment strategy, market scenario, etc.

d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

e) The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

Compensated Absences

Under the compensated absences plan, leave encashment is payable to all eligible employees on separation from the Company due to death, retirement, superannuation or resignation. Employee are entitled to encash leave while serving in the Company. At the rate of daily salary, as per current accumulation of leave days.

NOTE 37 : FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS

37.1 Capital Risk Management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

The Company monitors its capital using gearing ratio, which is net debt, divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.

Note 1 - The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Note 2 - The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents, other bank balances, other financial assets and other financial liabilities are considered to be the same as their fair values, due to their short term nature.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Note 38 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and foreign exchange risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

Foreign currency risk:

The Company''s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company''s revenue . The Company is exposed to exchange rate risk under its trade and debt portfolio.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in

rupees with a mix of fixed and floating rates of interest. In order to optimize the company''s position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.”

Interest Rate Sensitivity -

The sensitivity analysis determines the exposure to interest rates for financial instruments at the end of the reporting period. The Company does not have any floating rate exposures as on 31st March 2023.”

Credit risk management:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to H 7479.53 Lakhs and H 8901.17 Lakhs as of March 31, 2023 and March 31, 2022, respectively. The Company has its entire revenue from group companies. Hence no credit risk is perceived. The Company is exposed to credit risk in relation to Corporate guarantee given to secure foreign currency bonds on behalf of Company. The Company''s maximum exposure in this respect is the maximum amount the Company could have to pay if the guarantee is called on.

The following table gives details in respect of percentage of revenues generated from Group companies and third party:

Credit Risk Exposure:

The allowance for credit loss on customer balances for period ended March 31, 2023 H Nil Lakhs (FY 2022 : H Nil Lakhs)

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units with high credit rating mutual funds

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Long-term borrowings generally mature between one and 10 years. Liquidity is reviewed on a daily basis based on weekly cash flow forecast.

As of March 31, 2023 the Company had a working capital of H 20,645.59 Lakhs. As of March 31, 2022, the Company had a working capital of H 16,245.25 Lakh. The Company is confident of managing its financial obligation through short term borrowing and liquidity management.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment Years and its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows

Collateral

The company has not pledged any of part of its trade receivables, Short-term investments and cash and cash equivalents in order to fulfil certain collateral requirements for the banking facilities extended to the company. "

The board of directors approved the "Employee Stock Ownership Plan 2016” on March 23, 2016 for issue of stock options to the employee of the Company and its subsidiaries. Board has authorised the Compensation committee for the superintendence of the ESOP Plan.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals salary. 50% of the grant would vest at the end of the third year and 50% of the grant would vest at the end of the forth year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting.

The board of directors approved the "Employee Stock Ownership Plan 2021” on January 30, 2022 for issue of stock options to the employee of the Company and its subsidiaries. Board has authorised the Compensation committee for the superintendence of the ESOP Plan.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals salary. 25% of the grant would vest at the end of the first year, 25% of the grant would vest at the end of the second year and 50% of the grant would vest at the end of the third year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting.

NOTE 41 : SEGMENT REPORTING

The Company is primarily engaged in one business segment, namely developing, operating and maintaining the Ports services, Ports related Infrastructure development activities and development of infrastructure as determined by chief operational decision maker, in accordance with Ind-AS 108 ''"''Operating Segment”.

Considering the inter relationship of various activities of the business, the chief operational decision maker monitors the operating results of its business segment on overall basis. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

NOTE 44 : ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

vii) The Company does not have any transactions with companies which are struck off.

viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

ix) The Company is not declared willful defaulter by any bank or financials institution or lender during the year

NOTE 45:

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. There are no such events except that the company has filed Draft Red Herring Prospectus on May 09, 2023 with Securities Exchange Board of India (SEBI), subsequent to the balance sheet date.

NOTE 46:

The Company is yet to receive balance confirmation in respect of certain sundry creditors, advances and debtors. The management does not expect any material difference affecting the current years financial statements due to the same.

NOTE 47 :

Previous year''s figures have been reclassified and regrouped wherever necessary to confirm with the current year classification.

NOTE 48:

The financial statements are approved for issue by the Audit Committee at its meeting held on 18th May, 2023 and by the Board of Directors on 18th May, 2023.