JSW Infrast

Continue to pursue greenfield and brownfield expansions with a focus on Non-Major Ports.

Pursue acquisition opportunities in similar businesses.

Pursue opportunities in synergistic businesses to increase revenue diversification.

Increasing our third-party customer base.

Diversification of cargo mix.

Focus on building environment friendly and sustainable operations along with growth.

Fastest growing port-related infrastructure and second largest commercial port operator in India;

Strategically located assets at close proximity to JSW Group Customers (Related Parties) and industrial clusters supported by a multi-modal evacuation infrastructure;

Predictable revenues driven by long-term concessions, committed long-term cargo and stable tariffs;

Diversified operations in terms of cargo profile, geography and assets;

Demonstrated project development, execution and operational capabilities;

Benefit from strong corporate lineage of the JSW Group and a qualified and experienced management team; and

Strong financial metrics with a growing margin profile, return metrics and growth.

The company relies on concession and license agreements from government and quasi-governmental organizations to operate and grow its business. The company have several obligations under these agreements and a breach of the terms could lead to termination, which could materially adversely affect its business, results of operations, financial condition and cash flows.

A substantial portion of the volume of cargo handled by the company is dependent on a few types of cargo and a significant reduction in, or the elimination of such cargo could adversely affect its profitability.

The Company and certain of its Subsidiaries have incurred losses in the past.

The environmental clearance for capacity enhancement issued to its Subsidiary, South West Port Limited has been challenged before the National Green Tribunal and is subject to the outcome of certain other litigations. Any adverse outcome in these litigations may have an adverse effect on its business, financial condition, results of operations and cash flows.

Adverse change in credit ratings assigned to it may affect the company ability to raise funds for future capital requirements.

The company have entered into and may continue to enter into a substantial amount of related party transactions with entities in the JSW Group.

The company operates in a capital-intensive industry and its current and future expansion plans may require significant capital that we may be unable to raise. Furthermore, its investments in developing additional services and facilities for its port business may not be successful.

The company have substantial indebtedness which requires significant cash flows to service, and limits its ability to operate freely. Any breach of terms under the company financing arrangements or our inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business and financial condition.

The company do not own the JSW trademark, and its ability to use the trademark, name and logo may be impaired. Any reputational damage to this trademark or the JSW Group, name or logo could have an adverse effect on its financial condition, cash flows and results of operations.

The company is yet to place orders for certain equipment and certain civil works for expansion of projects proposed to be funded through this Issue. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment or services in a timely manner, or at all, it may result in time and cost over-runs and its business, prospects and results of operations may be adversely affected.

There are outstanding legal proceedings involving the Company, Subsidiaries, Directors, Promoters and Group Companies. Failure to defend these proceedings successfully may have an adverse effect on its business prospects, financial condition, results of ongoing operations and reputation.

The company inability to collect receivables and default in payment from its customers could result in the reduction of the company profits and affect its cash flows.

A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment, in full or part, all or a portion of certain loans availed by our Subsidiaries from Axis Bank Limited and ICICI Bank Limited, affiliates of certain BRLMs to the Issue.

The company financial condition and business prospects could be materially and adversely affected if the company do not complete its greenfield and brownfield expansion projects as planned or if they experience delays or cost overruns.

The company may not be successful in implementing and managing its expansion and growth strategy effectively.

The company business and operations are subject to extensive environmental and other related regulations and policies and any onerous amendments to such regulations and policies may involve incurring added compliance costs.

The company derives a substantial portion of its revenue from its top five customers, two of which are also the company related parties. If such customers were to suffer a deterioration of their business, cease doing business with it or substantially reduce their dealings with its, the company revenues could decline, which may have a material adverse effect on its business, results of operations, cash flows, financial condition and future prospects.

The company have issued Equity Shares during the preceding twelve months at a price which may be below the Issue Price (other than bonus issuances).

The company may not have marketable title over some of the land its occupy. The company also occupy certain land on a leasehold basis, including the land on which its propose to set up the terminal for handling LPG products, by utilizing the Net Proceeds. In addition, its use the company registered and corporate office on a cosharing basis with other members of the JSW Group. A failure to obtain marketable title over its land, or to renew existing arrangements may have a material adverse effect on its business, financial condition and results of operations.

The company have undertaken and may continue to enter into future acquisitions which may also be difficult to integrate into its existing operations. These may expose it to uncertainties and risks, any of which could materially adversely affect its business, financial conditions, results of operations and cash flows.

The company funding requirements and proposed deployment of the Net Proceeds have not been appraised by any bank or financial institution, and may be subject to change based on various factors, some of which are beyond its control.

The company concession and license agreements are entered into for limited periods ranging from 30 to 50 years and do not provide for renewals. Its O&M agreements are granted for limited periods of up to five years and may not be renewed on equally favourable terms or at all. Inability to renew these arrangements could adversely affect its business, results of operations, financial condition and cash flows.

The company is required to furnish performance bank guarantees under its concession and license agreements, which may be invoked in the future if the company fail to meet its obligations, which could adversely impact the company operation and financial conditions. In the past, its bank guarantees have also been invoked.

The company is dependent on its Port Concessions along the west coast of India and any adverse events affecting these Port Concessions or the west coast may adversely affect its overall profitability.

The company may be unable to obtain required statutory approvals and licenses or renewals thereof in a timely manner or at all.

Exchange rate fluctuations could materially and adversely impact its business, financial condition and results of operations.

The Company has pledged its equity shareholding in certain of its Subsidiaries (including certain of our Material Subsidiaries) as security to the U.S.$ 400.00 million 4.95% senior secured notes due in 2029 issued by the Company ("Secured Notes"). In the event of default under the Secured Notes, lenders may invoke the pledge and its may lose control in such Subsidiaries thereby adversely affecting its business and financial condition.

The company projects, specifically where its intend to utilise a portion of the company Net Proceeds, have long gestation periods pursuant to which there could be cost escalations resulting in substantial capital outlay, which may have an adverse impact on its operations and profitability.

The company inability to effectively bid for projects in the future could impact its operations and financial condition.

Inability to maintain or increase its current capacity utilization levels may have an adverse impact on its business, results of operations and cash flows.

The company ports are dependent on adequate and uninterrupted supplies of electricity and fuel; disruption in electricity or fuel supplies may lead to disruption in operations, and increase in electricity and fuel costs may lead to higher operating cost and consequent decline in operating margins.

Disruption to the steady and regular supply of labour for its port operations or the company inability to control the composition and cost of its labour force could adversely affect the operations at the company port.

The company may not have adequate insurance and may be unable to secure additional insurance to cover all losses its may incur in the company business operations or otherwise.

The company have certain contingent liabilities as stated in the Restated Consolidated Financial Information, and in the event they materialize it could adversely affect its financial condition.

The company senior management team and other key managerial personnel in its business units are critical to its continued success and the company may be unable to attract and retain such personnel in the future.

The company Promoters and certain of its Directors, Senior Management and Key Managerial Personnel have interests in the Company other than their normal remuneration or benefits and reimbursement of expenses.

The company depends on sub-contractors for timely and successful completion of its projects and may be liable for the performance of sub-contractors.

The company port services, logistics operations and other operations are subject to operational risks such as breakdown of equipment, accidents, labour disputes, force majeure and natural disasters.

As an infrastructure company the company relies on development projects and initiatives of the government. Any disruption or delays in such government initiatives could lead to disruption of its supply chain and adversely impact its business operations and financial condition.

The company arrangements with customers require compliance with certain performance standards. Any noncompliance with the performance standards or other requirements of these arrangements may result in penalties and other adverse developments which could adversely impact its business and operations.

Any failure or disruption of its information technology systems could adversely impact the company business and operations.

Changes in technology may render its current technologies obsolete or require the company to make substantial capital investments.

Upgrading or renovation works or physical damage to its ports and port terminals may disrupt the company operations and adversely affect its profitability.

The company relies on security procedures at other facilities or by its customers, which are outside the company control and any security lapse could subject it to significant liability.

The company may be susceptible to liabilities arising from violation of applicable anti-bribery and anti-corruption laws.

The company operates in a competitive environment and an inability to compete effectively may adversely affect its results of operations, financial condition and business prospects.

The Company and some of its Subsidiaries benefit from certain tax exemptions and export benefits which are subject to the policies and decisions of the Government of India.

The company may be affected by competition law, the adverse application or interpretation of which could adversely affect its business.

The lack of an efficient transportation network and reliable transportation infrastructure in India or inadequacies in the connectivity of its ports/ port terminals to the Indian road and rail network may have an adverse effect on its business and results of operations.

Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders` approval.

The company ability to pay dividends in the future will depends on its future cash flows, working capital requirements, capital expenditures and financial condition.

This Red Herring Prospectus contains information from industry sources including the industry report commissioned by the Company from CRISIL and reliance on such information for making an investment decision in the Issue is subject to certain inherent risks.

Information relating to its operational capacities and the historical capacity utilization of the company ports and port terminals included in this Red Herring Prospectus is based on various assumptions and estimates and future capacity utilization may vary.

The Company has prepared financial statements under Ind AS. Significant differences exist between Ind AS and other accounting principles.

The company results of operations may fluctuate as a result of climatic variations.

The company have in this Red Herring Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the Indian port industry and may not be comparable. with financial information of similar nomenclature computed and presented by other companies.