JSW Infrastructure Limited — M&A Activity 2024

Jun 27, 2024

INFRASTRUCTURE LTD. Regd. Office: JSW Centre, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051. Phone : 022-42861000 Fax : 022-42863000 CIN: L45200MH2006PLC161268 Website: www.jsw.in Email Id: infra.secretarial@jsw.in

June 27, 2024

BSE Limited National Stock Exchange of India Limited Phiroze Jeejebhoy Towers “Exchange Plaza” Dalal Street Bandra-Kurla Complex, Bandra (East) Mumbai - 400 001 Mumbai – 400051 Scrip Code (BSE): 543994 Symbol: JSWINFRA

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("SEBI Listing Regulations") – Acquisition

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) read with the SEBI Circular no. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023

Dear Sirs,

We hereby inform you that JSW Port Logistics Private Limited (“JSW Port”), a wholly owned subsidiary of JSW Infrastructure Limited (“Company”), has entered into a share purchase agreement with certain promoters and members of the promoter group (“Sellers”) of Navkar Corporation Limited (“Target”), and the Target (“Share Purchase Agreement”), pursuant to which JSW Port will acquire 10,59,19,675 fully paid up equity shares of the Target, constituting approximately 70.37% of the of total equity share capital of the Target on a fully diluted basis, from the Sellers, subject to completion of certain identified conditions precedent (Underlying Transaction).

Pursuant to the consummation of the Underlying Transaction, JSW Port will hold 10,59,19,675 fully paid-up equity shares constituting 70.37% of the total equity share capital of the Target. Accordingly, the Underlying Transaction will result in a direct acquisition of: (a) shares and voting rights in excess of 25% of the Target; and (b) control of the Target, under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations) respectively. Thus, the Underlying Transaction will trigger a mandatory open offer by JSW Port under the provisions of the Takeover Regulations for up to 3,91,34,988 fully paid-up equity shares, constituting 26% of the voting share capital of the Target (“Open Offer” and together with the Underlying Transaction, the “Proposed Transaction”).

In its capacity as the holding company of JSW Port the Board of Directors of the Company, has today i.e., 27 June 2024, passed a resolution for approving JSW Port’s acquisition of the Target pursuant to the Proposed Transaction, and participating as a ‘person acting in concert’ with JSW Port in the Open Offer in terms of the Takeover Regulations.

INFRASTRUCTURE LTD. Regd. Office: JSW Centre, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051. Phone : 022-42861000 Fax : 022-42863000 CIN: L45200MH2006PLC161268

Website: www.jsw.in Email Id: infra.secretarial@jsw.in

The details required under Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFDPoD1/P/CIR/2023/123 dated July 13, 2023 are enclosed as Annexure A.

You are requested to take this disclosure on your record.

Thanking you,

Yours sincerely,

For JSW Infrastructure Limited

GAZAL QURESHI Digitally signed by GAZAL QURESHI DN: c=IN, o=PERSONAL, title=3419, pseudonym=32285917a5674368b01845e04da64df6, 2.5.4.20=87c68516c854b8c6ceb030bd0b9a469039e30286d297299c9518e75834e128a6, postalCode=400056, st=Maharashtra, serialNumber=9030b7dad736e100b8fe8fbd276b5df059cc7a9df90af07a23c216a2c33733c1, cn=GAZAL QURESHI Date: 2024.06.27 18:52:43 +05'30'

Gazal Qureshi

Company Secretary and Compliance Officer

Cc:

India International Exchange (IFSC) Limited

Unit No. 101, 1st Floor, Signature Building No. 13B, Road 1C Zone 1, Gift SEZ, Gift City Gandhinagar- 382355 Scrip code (India INX): 1100026

INFRASTRUCTURE LTD. Regd. Office: JSW Centre, Mumbai – 400 051. Phone : 022-42861000 Fax : 022-42863000 CIN: L45200MH2006PLC161268

Bandra Kurla Complex, Bandra (East)

Website: www.jsw.in Email Id: infra.secretarial@jsw.in

Annexure A

	Annexure A
Sr. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Navkar Corporation Limited (“Target”). The turnover of the Target for FY 2023-24, FY 2022-23 and FY 2021-22 is INR 43,487. 12 Lakhs, INR 44,152.02 Lakhs and INR 45,314.14 Lakhs respectively. *Excluding discontinued business
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	No, the Proposed Transaction does not fall within related party transaction and none of the promoter/ promoter group/ group companies have any interest in the entity being acquired.
3.	Industry to which the entity being acquired belongs	The entity being acquired belongs to the logistics and cargo transit service industry.
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The acquisition will result in the Company's foray into logistics and other value-added services. It will facilitate the business to offer improved port connectivity and streamlined supply chain solutions to its customers. The acquisition also marks a first step towards the Company’s long-term vision of building and scaling an efficient pan-India logistics network for last-mile connectivity.
5.	Brief details of any governmental or regulatory approvals required for the acquisition;	The Target requires: (a) prior approval of the relevant railway administration of the Ministry of Railways, Government of India, for change in control on account of the Proposed Transaction, in accordance with certain concessions granted by Ministry of Railways to Target to run container trains on Category I and Category II routes; and (b) such other regulatory approvals which may become applicable for consummating the Proposed Transaction.
6.	Indicative time period for completion of the acquisition	within 45 days of completion of the conditions precedent, receipt of regulatory approvals and the closing action items under the Share Purchase Agreement.

INFRASTRUCTURE LTD. Regd. Office: JSW Centre, Mumbai – 400 051. Phone : 022-42861000 Fax : 022-42863000 CIN: L45200MH2006PLC161268

Bandra Kurla Complex, Bandra (East) Mumbai – 400 051. Phone : 022-42861000 Fax : 022-42863000 CIN: L45200MH2006PLC161268 Website: www.jsw.in Email Id: infra.secretarial@jsw.in

		Acquisition of shares pursuant to Open Offer will be completed in accordance with the provisions of the Takeover Regulations.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same;	JSW Port will discharge its payment obligations under the Proposed Transaction by way of cash consideration.
8.	Cost of acquisition and/or the price at which the shares are acquired;	JSW Port will acquire equity shares of the Target (i) pursuant to the Underlying Transaction at a per equity share price of INR 95.61, and (ii) pursuant to the Open Offer at a per equity share price of INR 105.32.
9.	Percentage of shareholding / control acquired and / or number of shares acquired;	Pursuant to the Underlying Transaction, JSW Port will acquire 10,59,19,675 equity shares, constituting 70.37% of the Target’s total equity share capital. Pursuant to the Open Offer, assuming the entire 26% is validly tendered and accepted in the Open Offer, JSW Port will acquire 3,91,34,988 equity shares, constituting 26% of the Target’s total equity share capital.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	The Target was incorporated on 29 September 2008 and is a logistics service provider, offering a range of services across the logistics supply chain, ranging from transportation services (through a rail terminal facility and container train operation), consolidation/de-consolidation before export or import (at container of freight stations at Panvel), to storage (at inland container depots) and warehousing services. It provides a wide range of customised, technology-enabled integrated logistics solutions and corporate mobility services. The turnover of the Target for FY 2023-24, FY 2022-23 and FY 2021-22 is INR 43,487. 12 Lakhs, INR 44,152.02 Lakhs and INR 45,314.14 Lakhs respectively. *Excluding discontinued business

Media Release

27[th ] June 2024

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Acquisition of majority stake in Navkar Corporation Limited

Mumbai, 27 June 2024: JSW Infrastructure Limited (the “Company” ), a part of the JSW Group and India’s second-largest private commercial port operator, through its wholly owned subsidiary JSW Port Logistics Private Limited (the “Acquirer” ), has agreed to acquire 70.37% shareholding held by Promoters and Promoter Group in Navkar Corporation Limited ( “Navkar” ). Necessary definitive agreements have been signed between the parties.

The completion of the acquisition is subject to the receipt of customary approvals required from certain regulatory bodies and the completion of identified conditions precedent.

Navkar is listed on BSE and NSE. It’s key operating facilities are:

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

• An Inland Container Depot (ICD) at Morbi, Gujarat. The ICD is part of the Multimodal Logistics Park (MMLP).

Navkar also has a Container Train Operator License of Category 1 and Category 2. Navkar has established a foothold with facilities in the Western India industrial belt across the states of Maharashtra and Gujarat and leveraged its railway capability to extend its service network to Pan India.

The acquisition aligns with the Company’s strategy to pursue value-accretive organic and inorganic opportunities in the port and related infrastructure sector. The acquisition will result in the Company's foray into logistics and other value-added services. It will facilitate the business to offer improved port connectivity and streamlined supply chain solutions to its customers.

The acquisition also marks a first step towards the Company’s long-term vision of building and scaling an efficient pan-India logistics network for last-mile connectivity. Further, it complements the growth strategy of increasing the Company’s share of port-related container cargo driven by India’s strong economic fundamentals.

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27[th ] June 2024

Media Release

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As a result of the Proposed Transaction, the Acquirer will be required to make an open offer in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

JM Financial Limited acted as the exclusive financial advisor to the Company for this transaction.

About JSW Infrastructure Limited:

JSW Infrastructure Limited is part of the JSW Group. JSW Infrastructure Limited is the second largest private commercial port operator in India having environment-friendly seaports & terminals. It currently operates ten port concessions strategically located on the west and east coasts of India. Its international presence includes a Liquid tank storage terminal of 4,65,000 cubic meters in Fujairah, UAE. The existing ports and terminals of the Company can handle a wide range of cargo and vessels up to Cape size. Its largely mechanized cargo handling system enables quick turnaround times while ensuring efficient use of existing resources. The strategic locations of these facilities make its ports a preferred option for its customers. JSW Infrastructure Limited has expanded its cargo mix by leveraging its locational advantage and maximizing asset utilization. As part of its future growth strategy, the Company plans to enhance its overall cargo-handling capacity to 400 MTPA by 2030 or earlier. It is also strengthening its market position by focusing on value-added offerings with end-to-end logistic support and a diversified cargo profile. JSW Infrastructure is committed to strengthening its ESG performance across the operational ecosystem by aligning its policies and practices with international standards. As a multinational conglomerate, JSW Group has a significant presence in sectors such as steel, energy, infrastructure, cement, sports, and venture capital among others.

Forward-Looking and Cautionary Statements:

Certain statements in this release concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition within Power Industry including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixedtime frame contracts, client concentration, restrictions on immigration, our ability to manage our internal operations, reduced demand for Power, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which JSW Infrastructure has made strategic investments, withdrawal of fiscal governmental incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company.

For further information please contact:

JSW Group Corporate Communications

Frederick Castro Ishani Singh Mobile: +91 99206 65176 Mobile: +91 98890 01091 Email: frederick.castro@jsw.in Email: ishani.singh@jsw.in

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Acquisition of Navkar Corporation Ltd

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

Forward Looking and Cautionary Statement

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This presentation has been prepared by JSW Infrastructure (the “Company”) based upon information available in the public domain solely for information purposes without regard to any specific objectives, financial situations or informational needs of any particular person. This presentation should not be construed as legal, tax, investment or other advice. This presentation is strictly confidential, being given solely for your information and for your use, and may not be copied, distributed or disseminated, directly or indirectly, in any manner. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the Company.

This presentation contains statements that constitute forward-looking statements that represent the intent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financial condition of the Company. These forward-looking statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” “projects,” or other words of similar meaning. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievement described in or implied by such statements; and are not guarantees of future performance and actual results may differ from those specified in such forward-looking statements as a result of various factors and assumptions. The risks and uncertainties relating to these statements include, but are not limited to, (i) fluctuations in earnings, (ii) the Company’s ability to manage growth, (iii) competition, (iv) government policies and regulations, and (v) political, economic, legal and social conditions in India. The Company does not undertake any obligation to revise or update any forward-looking statement to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.. Given these risks, uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements.

The information contained in this presentation is only current as of its date and has not been independently verified. The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify any person of such revision or changes. No representation, warranty, guarantee or undertaking, express or implied, is or will be made as to, and no reliance should be placed on, the accuracy, completeness, correctness or fairness of the information, estimates, projections and opinions contained in this presentation. None of the Company or any of its affiliates, advisers or representatives accept any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Please note that the past performance of the Company is not, and should not be considered as, indicative of future results. Potential investors must make their own assessment of the relevance, accuracy and adequacy of the information contained in this presentation and must make such independent investigation as they may consider necessary or appropriate for such purpose. Such information and opinions are in all events not current after the date of this presentation.

The Potential investors shall be in compliance with the applicable Insider Trading Regulations, with respect to the Company in reference to the information provided under this presentation.

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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Agenda

JSW Group Overview and JSW Infrastructure- An Overview

Acquisition Aligns with the Overall Growth Strategy

Transaction Details

Navkar Corporation Ltd: An Overview

Operations & Assets

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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Overview

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Amongst India’s leading Conglomerates with a turnover of US$24 Bn[1]

Infrastructure

• Second largest private port operator in India -170 mtpa capacity

• Strategically located Ports and Terminals on the west and east coast of India

• Equity listing in Oct 2023, current market cap of ~US$8 Bn

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JSW Energy

• 9.8 GW power generation portfolio by end-CY24

• Targeting 20GW generation along with 40GWh of Storage

• by FY30

• Market Cap: ~US$15 Bn

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Paints

• Capacity of 170,000 klpa

• State-of-the-art plants in Karnataka and Maharashtra

• Targeting 800,000 klpa capacity by FY30

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Ventures

• Early-stage institutional venture capital fund investing in technology companies across Platform and SaaS businesses at pre-series A to series A stages

Note: Market cap as of June 25, 2024| 1. As of FY24 2. Capacity of 6.5mt under commissioning mtpa: million tonnes per annum, GWh: Gigawatt hours, GW: Gigawatt, klpa: kilo litres per annum

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Steel

• India’s largest steel producer

• Consol. capacity of 36.2[2] mtpa, growing to 43.5 mtpa by Sep’27

• Targeting 51.5 mtpa capacity by FY31

• Market Cap: ~US$27 Bn

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Cement

• Capacity of 20.6 mtpa, growing to ~40 mtpa

• Lowest CO2 emission intensity in Indian cement industry and among major global companies

• Targeting 60 mtpa capacity

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EV

• 35% stake in JSW MG Motors India

• Plan to build largest EV complex in India

• Targeting 300k of PV and 100k of CV capacity by 2030

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Sports

• High Performance Training centre at Vijayanagar and 4 satellite centres – trained Olympic medal winners

• Teams Owned: Delhi Capitals, Pretoria Capitals, Bengaluru FC and Haryana Steelers

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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JSW Infrastructure: Strategically Located Assets

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Total Operational capacity
170 mtpa [1]
UAE
Liquid Storage
Terminal
Fujairah
Dharamtar Port 34.0
465,000 m [3 ]
(5 mtpa)
PNP Port [2] 5.0
Jaigarh Port 55.0
10.0 Paradip
Odisha Iron Ore Terminal
South West Port 8.5 Maharashtra 30.0 Paradip • O&M contracts at two dry bulk terminals in Fujairah (24
Coal Exports Terminal
mtpa) and Dibba (17 mtpa) in UAE
Goa
New Mangalore Karnataka Ennore • Locational advantage enhances sticky cargo profile that
6.7 9.6
Coal Terminal Coal Terminal Operational ports/Terminals
leads to lower transportation costs
Ports Terminal
Tamil Nadu
Ennore • Strategic presence on West and East coasts of India
New Mangalore 4.2 2.0 Bulk Terminal
Container Terminal
• Diversified presence ensures good connectivity to
industrial hinterlands and mineral rich belts
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Note: 1. Excluding O&M operations outside India (Fujairah and Dibba Terminal) 2. The company owns a majority stake in PNP port , the total capacity is 5 mtpa Please note the map is not to scale

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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The Acquisition Aligns With The Overall Growth Strategy

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2030 Road Map for Growth and Value Creation

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CAGR: ~15%
All fig. in
mtpa
Keni, Karnataka 30
Liquid Berths at JNPT 4.5 Privatisation Bids -
V.O Chidambarana Port, Balancing sustained growth
7.0
Tuticorin
LPG (2mtpa at Jaigarh) &
3.8
Container (New Mangalore)
Expansion at Goa 6.5
22
Acquisition of
Value accretive acquisitions
Potential 400 of port-related logistics
112
Projects infrastructure
258
Jaigarh & Dharmatar
36
170 Expansion Leveraging Balance Sheet
Jatadhar 30 for other inorganic growth
66 opportunities
FY24 FY27E FY30E
Projects Under Pipeline of Potential
Projects Approved
Review Projects
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JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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Acquisition of Majority Stake in Navkar Corporation

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Strategic Transaction

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Diverse logistic solutions for last mile
JSW Infrastructure Limited through its connectivity
wholly owned subsidiary JSW Port Logistics
Private Limited, has agreed to acquire
Facilities at Strategic Location
70.37% shareholding held by Promoters and
Promoter Group in Navkar Corporation
Limited. Necessary definitive agreements Potential synergies with the anchor
have been signed between the parties. customer of the company
Transaction details Access to Large Land Resources in the
Mumbai Metropolitan Region (MMR)
•
The enterprise value of ₹1,644.03 crore
•
Transaction expected to close by Q3FY25
Facilitates strategic tie up’s and
partnerships
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The acquisition is a step towards the long-term vision of building and scaling an efficient pan-India logistics network

As a result of the Proposed Transaction, the company will be required to make an open offer in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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Navkar Corporation Ltd: An Overview

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Established in Operates
3 CFS, 2 GCT
2008
& 1 ICD
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Owns CTO
Licence
Category 1
& 2
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Promoter Land Bank
Listed Entity
Shareholding Owned
NSE/BSE 70.45% 283 Acres
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CFS: Container Freight Station, GCT: Gati Shakti Cargo Terminal (formerly PFT- Private Freight Terminal ), ICD: Internal Container Depot ,CTO: Container Train operator

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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Operations & Assets

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Ajivali CFS I & II Morbi ICD
Ajivali CFS I & II(Maharashtra) Morbi ICD(Gujarat)
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Operational CFS-I : May’08 May’ 09 Jan’23 since Land Area CFS-I : 10 acres 61 acres 140 acres (acres) CFS-II :24 acres Custom CFS-I : 3 acres 25 acres 24 acres Notified Area CFS-II :10 acres Domestic - - 80,000 s.q.feet Warehouse PFT Facility Yes No Yes Connectivity Rail & Road Road Rail & Road

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700+ 2400+ Trailers for last mile delivery Domestic standard containers

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8 Rakes

6 RTG Cranes

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Particulars	**Developed **	Undeveloped	Total
Panvel Maharashtra	84	59*	143
Morbi, Gujarat	80	60	140
Total	164	119	283

Including Land at Narpoli, Panvel

JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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THANK YOU
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Investor Relations Contact ir.infra@jsw.in

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JSW Infrastructure: Acquisition of Navkar Corporation Ltd

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