JSW Infrastructure 20th AGM Notice and Resolutions

JSW Infrastructure Limited

Date: Thursday, 13th August 2026
Time: 3:30 p.m. (IST)
Location: Through Video Conferencing (VC) or Other Audio-Visual Means (OAVM)
Type: Annual General Meeting
Deemed Venue: Registered Office of the Company at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

1. Adoption of Annual Audited Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements for FY 2025-26 with Reports of Board of Directors and Statutory Auditors
To receive, consider and adopt the Audited Consolidated Financial Statements for FY 2025-26 with Report of Statutory Auditors

2. Declaration of Dividend

To declare dividend at the rate of ₹0.90 per Equity Share of face value ₹2 each for FY 2025-26
Dividend payable out of profits to eligible Members
Record Date: Thursday, 18th June 2026

3. Appointment of Mr. Lalit Singhvi (DIN: 05335938)

Director retiring by rotation, being eligible, offers himself for reappointment
Reappointment as Director of the Company under Section 152 of Companies Act, 2013

4. Payment of Remuneration to Mr. Lalit Singhvi

Special Resolution to approve payment of remuneration of ₹2,25,00,000 per annum (exclusive of taxes) for FY 2026-27
This exceeds fifty percent of total annual remuneration payable to all Non-Executive Directors
Previously approved by Members by Postal Ballot on 28th September 2025

5. Ratification of Remuneration of Cost Auditors

Ordinary Resolution to ratify remuneration of M/s. Kishore Bhatia and Associates (Firm Registration No. 00294)
Amount: ₹95,000 plus taxes and reimbursement of actual travel and out-of-pocket expenses for FY 2026-27

6. Material Related Party Transaction with JSW Steel Limited through JSW Jaigarh Port Limited

Ordinary Resolution to approve transactions aggregating to ₹11,935 crore (inclusive of taxes)
Period: 1st April 2026 to 30th June 2030 (except MBC transactions till 30th June 2031)
Breakdown:
Cargo handling, cape dredging, blending charges, backloading of MBC, O&M of stackyard: ₹6,650 crore
MBC hire charges for transportation: ₹1,104 crore
Port Disbursement Account charges: ₹3,786 crore
Miscellaneous arrangements: ₹395 crore

7. Material Related Party Transaction with JSW Steel Limited through JSW Dharamtar Port Private Limited

Ordinary Resolution to approve transactions aggregating to ₹4,160 crore (inclusive of taxes)
Period: 1st April 2026 to 30th June 2030
Breakdown:
Cargo handling & allied services: ₹4,032 crore
Miscellaneous arrangements: ₹128 crore

8. Material Related Party Transaction with JSW Steel Limited through JSW Port Logistics Private Limited

Ordinary Resolution to approve transactions aggregating to ₹12,640 crore (inclusive of taxes)
Tenure: Up to 15 years (FY 2026-27 to FY 2040-41)
Services: Terminal access, cargo handling, transportation, storage, land lease, manpower allocation, repairs & maintenance
Breakdown:
Kudathini Logistics Services (3 years): ₹1,610 crore
Rail Transportation Services (15 years): ₹11,030 crore (75% pass-through to Indian Railways)

9. Material Related Party Transaction with JSW Steel Limited through JSW Rail Infra Logistics Private Limited

Ordinary Resolution to approve transactions aggregating to ₹8,400 crore (inclusive of taxes)
Tenure: Up to 15 years (FY 2026-27 to FY 2040-41)
Services: Rail transportation services for finished steel products
75% of amount is pass-through to Indian Railways as rail freight

Remote e-voting period: 9:00 a.m. on Sunday, 9th August 2026 to 5:00 p.m. on Wednesday, 12th August 2026
Cut-off date for voting rights: Thursday, 6th August 2026
E-voting service provider: KFin Technologies Limited
Voting methods:
For individual shareholders in demat mode: Through NSDL/CDSL platforms
For other shareholders: Through KFinTech's e-voting platform
Insta Poll voting during AGM for those who haven't voted remotely
Scrutinizer: Mr. Sunil Agarwal, Proprietor of M/s. Sunil Agarwal & Co., Company Secretaries (FCS 8706)

Results along with Scrutinizer's Report to be placed on company website (www.jswinfrastructure.in) and KFinTech website (https://evoting.kfintech.com)
Results to be communicated to stock exchanges within two working days of AGM conclusion
Related parties (including Promoter and Promoter Group) shall not vote on resolutions for material related party transactions (Items 6-9)

Meeting conducted in compliance with Companies Act, 2013 and SEBI Listing Regulations
In accordance with MCA General Circular Nos. 14/2020, 17/2020 and latest being General Circular No. 03/2025 dated 22nd September 2025
Dividend payment in compliance with SEBI Master Circular No. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated 6th February 2026
Related party transactions comply with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26th June 2025 and modified by SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated 13th October 2025

Integrated Annual Report for FY 2025-26 sent electronically to members with registered email addresses
Physical copies available on request
Dividend payable only through electronic mode as per SEBI regulations
Members requested to update bank mandates for direct credit of dividend
Unclaimed dividends beyond seven years transferred to Investor Education and Protection Fund
Register of Directors, Contracts, and Secretarial Auditor Certificate available for electronic inspection by members