The Directors are pleased to present the 30^th Annual Report and the audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. Financial performance

The financial performance of the Company for the financial year ended 31^st March, 2024, is summarized as below:

(Rs. in Crores)

2. Result of operations and the state of affairs:

Standalone

Total income of the Company for the financial year 2023-24 stood at ' 5,339.49 crores as against ' 6,019.08 crores for the financial year 2022-23, showing a decrease of 11%. EBITDA for the financial year 2023-24 stood at ' 1,928.72 crores as against ' 1,486.83 crores for the financial year 2022-23, recording an increase of 30%. Profit after tax for the financial year 2023-24 stood at ' 950.22 crores as against ' 711.02 crores for the financial year

2022- 23 registering an increase of 34%. Net worth increased to ' 15,112.05 crores at the end of the financial year 2023-24 from ' 13,609.41 crores at the end of the financial year 2022-23. The increase in net worth is primarily due to profit for the year.

Net debt gearing stood at 0.41 times as at the end of the financial year 2023-24 compared to 0.44 times as at the end of the financial year 2022-23.

Consolidated

Total income for the financial year 2023-24 stood at ' 11,941.34 crores as against ' 10,867.05 crores for the financial year 2022-23, showing an increase of 10%. EBITDA for the financial year

2023- 24 stood at ' 5,837.21 crores as against ' 3,817.08 crores for the financial year 2022-23, showing an increase of 53%. Profit after tax for the financial year 2023-24 stood at ' 1,722.71 crores

as against ' 1,477.76 crores for the financial year 2022-23 showing an increase of 17%.

Net worth increased to ' 20,831.74 crores in the financial year 2023-24 from ' 18,628.81 crores in the financial year 2022-23. The increase in net worth is primarily due to profit during the year. Net debt gearing stood at 1.28 times as at end of the financial year 2023-24 compared to 1.08 times as at the end of the financial year 2022-23.

Fund raise through QIP

I n a first-ever equity raise since listing in 2010, the Company raised ' 5,000 crores by an issue of equity shares through a Qualified Institutions Placement (QIP) in April, 2024. The proceeds from the QIP have been earmarked for repayment of the borrowings of the Company, investment in JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, and other general corporate purposes. The QIP proceeds have bolstered an already strong capital structure even further, significantly enhanced the Company’s financial flexibility, and accelerated the Company’s ambitious growth plans.

3. Effects of external events on the business of the Company Record capacity additions

In fiscal year 2024, India’s power sector experienced robust demand growth of 7.5% fueled by economic

expansion, urbanization and industrial activities, with peak demand of 243 GW necessitating enhancements in grid infrastructure. Renewable energy capacity saw substantial additions with a total of 18.5 GW addition in FY 2024, particularly in solar with 15 GW additions, driven by government initiatives, policies and investment incentives. These efforts helped India make significant strides towards its renewable energy targets, aligning with global commitments to reduce carbon emissions. Technological advancements, particularly in energy storage, will facilitate better integration of renewables into the grid, and this is expected to further the growth of complex bids like Firm Dispatchable Renewable Energy as compared to plain vanilla solar and wind.

The merchant power market also witnessed increased activity, with higher trading volumes on power exchanges and fluctuating electricity prices reflecting demand-supply dynamics. Regulatory measures aimed at improving market transparency and competitiveness further invigorated the trading environment. The healthy renewable bidding and acceleration in capacity addition highlights the sector’s shift towards a more sustainable and resilient energy ecosystem.

For further details on the Company’s performance, operations and strategies for growth, please refer to the Management Discussion and Analysis section which forms a part of this Annual Report.

4. Transfer to Reserves

The Company does not propose to transfer any amount (previous year NIL) to the reserves from surplus. An amount of ' 5,441.99 crores (previous year ' 4,830.92 crores) is proposed to be held as Retained Earnings.

5. Dividend

Your Directors have recommended a dividend of ' 2 (20%) per share for the financial year 2023-24 [previous year ' 2 (20%) per share], for the approval of the Members at the forthcoming 30^th Annual General Meeting.

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

6. Financial Statements

The audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations’) and the Indian Accounting Standards.

7. Subsidiaries, Associates and Joint Ventures

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the financial year ended 31^st March, 2024, in the prescribed format AOC-1, is attached as Annexure A to the Consolidated Financial Statements of the Company and forms a part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at www. jsw.in/investors/energy.

As on 31^st March, 2024, the Company had 81 subsidiaries and 1 associate company.

JSW Renewable Energy (Cement) Limited

JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, and JSW Cement Limited entered into a 74:26 Joint Venture Agreement on 1^st June, 2023 pursuant to which, JSW Cement Limited acquired 26% stake in JSW Renewable Energy (Cement) Limited to qualify as a captive user in accordance with the requirements of the Electricity Act, 2003.

Mytrah Vayu (Tungabhadra) Private Limited

The Company completed the acquisition of Mytrah Vayu (Tungabhadra) Private Limited through JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, on 15^th June, 2023.

The Company has initiated the amalgamation of the following step-down subsidiaries:

1. Mytrah Ainesh Power Private Limited

2. Mytrah Vayu (Bhavani) Private Limited

3. Mytrah Vayu (Chitravati) Private Limited

4. Mytrah Vayu (Hemavati) Private Limited

5. Mytrah Vayu (Kaveri) Private Limited

6. Mytrah Vayu (Maansi) Private Limited

7. Mytrah Vayu (Palar) Private Limited

8. Mytrah Vayu (Parbati) Private Limited

9. Mytrah Vayu (Sharavati) Private Limited

10. Mytrah Vayu (Tapti) Private Limited

11. Mytrah Tejas Power Private Limited

12. Mytrah Vayu (Adyar) Private Limited with Mytrah Vayu (Sabarmati) Private Limited

The Scheme has been approved by the Board of Directors of the respective companies and is presently before the National Company Law Tribunal, Hyderabad Bench.

The name of Mytrah Advaith Power Private Limited has changed to JSW Advaith Power Private Limited with effect from 6^th November, 2023.

The name of JSW Renew Energy Seven Limited has changed to JSW Renewable Energy (Salem) Limited with effect from 10^th January, 2024.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML is a wholly-owned subsidiary of the Company incorporated in April, 2010 in Mauritius, for overseas acquisition of coal

assets. It has downstream investment of ' 49.68 crores in 100% equity of JSW Energy Natural Resources South Africa (PTY) Limited and has advanced ' 406.98 crores as a loan as on 31^st March, 2024.

B. JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)

JSWENRSAL is a wholly-owned subsidiary of JSWENRML. As on 31^st March, 2024, JSWENRSAL has invested ' 22.62 crores in acquiring 100% equity of Royal Bafokeng Capital (Proprietary) Limited and ' 6.92 crores in acquiring 100% equity of Mainsail Trading 55 Proprietary Limited.

Further, JSWENRSAL has invested ' 5.72 crores in acquiring 10.97% equity of South African Coal Mining Holdings Limited (SACMH) and advanced ' 410.28 crores as loan to SACMH and its subsidiaries as on 31^st March, 2024.

C. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44%. in SACMH as at 31^st March, 2024. SACMH, together with its subsidiaries, owns a coal mine with more than 32 million tonnes of resources, along with supporting infrastructure like coal washery, railway siding and equity investment based capacity allocation of 0.5 mtpa at Richards Bay Coal Terminal. While the mine is presently under care and maintenance pending receipt of requisite licences, SACMH uses its logistical and infrastructural assets to generate rental income to defray the costs incurred.

Joint Ventures and Other Investments Toshiba JSW Power Systems Private Limited (Toshiba JSW)

Toshiba JSW is a joint venture company with the Toshiba Group, Japan, engaged in the business of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31^st March, 2024, Toshiba Group, Japan holds 95.36% and JSW Group holds 4.64% in Toshiba JSW.

The Company has invested ' 100.23 crores in Toshiba JSW. The Company has been providing for its share of the losses of Toshiba JSW in its

consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW. Toshiba JSW plans to continue its business by expanding the service businesses and increasing collaboration jobs for various projects of Toshiba, Japan.

Power Exchange of India Limited (PXIL)

The Company had invested ' 1.25 crore in PXIL, a company promoted by National Stock Exchange of India Limited and National Commodities S Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates. JSW Power Trading Company Limited, a wholly-owned subsidiary of the Company is also a member of PXIL.

8. Share Capital

The paid up equity share capital of the Company as at 31^st March, 2024 was ' 1,644.68 crores.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares.

9. Deposits

The Company has not accepted or renewed any amount falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

10. Non-Convertible Debentures

During the year ended 31^st March, 2024, the Company has redeemed / repaid Non-Convertible Debentures (NCD) amounting to ' 175 crores in accordance with the terms of the respective issues. During the year under review, there were no fresh issuances of NCDs.

11. Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided, along with the purpose, are provided in the Notes to the Standalone Financial Statements.

12. Internal Financial Controls over Financial Statement

The details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Annual Report.

13. Particulars of Contracts or Arrangements with Related Parties

The Company’s Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at www. jsw.in/investors/energy. The Policy is reviewed by the Audit Committee at least once in every two years.

During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2023-24 by the Company with Related Parties were in the ordinary course of business and on an arm’s length basis. Related Party Transactions which are in the ordinary course of business and on an arm’s length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statements. The disclosure in Form AOC-2 is attached as Annexure A to this Report.

14. Disclosures under the Employees Stock Option Plans and Schemes

The Company has formulated the JSWEL Employees Stock Ownership Plan - 2016 (ESOP 2016), which is implemented through the JSW Energy Employees ESOP Trust and also the JSW Energy Employees Stock Ownership Scheme - 2021 (ESOS 2021) consisting of Shri. O. P. Jindal Employees Stock Ownership Plan (JSWEL) - 2021 and JSWEL Shri.

O. P. Jindal Samruddhi Plan - 2021, which is administered through the JSW Energy Employees Welfare Trust.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 ('SEBI Regulations’) for the year ended 31^st March, 2024, with regard to ESOP 2016 and ESOS 2021 are provided on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-employee-stock-options.

Voting rights on the shares, if any, as may be issued to employees under the Plans, are to be exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the ESOP 2016 and ESOS 2021 and the aforesaid Schemes are in compliance with the SEBI Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented in accordance with the SEBI Regulations along with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 30^th Annual General Meeting.

15. Credit Rating

The details of the credit ratings during the financial year 2023-24 are as follows:

16. Awards

A keen focus on optimum utilisation of resources, efficient operations, occupational safety and minimising environmental impact provide the Company with due recognition each year.

During the year, the Company also received the

following awards:

CORPORATE

1. LACP - Gold Award for Best Annual Report, rated amongst the top 80 reports, top 10 Indian Reports (Global Award).

2. CAP 2 (Climate Action Program) - Resilient (1^st Place) Award by CII for climate change.

3. DJSI (Dow Jones Sustainability Index) Rating -72/100 for ESG Performance under Corporate Sustainability Assessment (CSA).

4. Climate Disclosure Programme (CDP) (Global Rating) - Received "A-" (leadership band) for climate change.

5. Climate Disclosure Programme (CDP) (Global Rating) - Received "B" (Management Band) for water security.

BARMER PLANT

1. Platinum Award 2022 in Environment Management by Grow Care India.

2. Gold Award 2022 in Sustainability by Grow Care India.

3. Water Optimization Award 2023 in Best Zero Liquid Discharge Plant by Mission Energy Foundation.

4. 2^nd CEE Environment Excellence Award 2023 by the Council of Enviro Excellence.

5. The Gold Award during 14^th Exceed Green Future Environment Award in the sustainability category by Sustainable Development Foundation.

6. National Award for Excellence in Energy Management 2023 by the Confederation of Indian Industry (CII).

7. State Safety Award-2023 for high standards of competence and compliance of OHS by Factories S Boilers Inspection, Rajasthan Government

8. Certificate of Appreciation for good practices in safety system in 10^th FICCI Award for Excellence in safety system by the Federation of Indian Chambers of Commerce and Industry (FICCI).

9. Horticulture Development Award by the Green Maple Foundation.

10. The CEE 3^rd National Energy Efficiency Award 2023 by the Council of Enviro Excellence.

11. Platinum Award in the power generation sector for outstanding achievement in Occupational Health and Safety by the Sustainability Development Foundation.

RATNAGIRI PLANT

1. I nternational Safety Award - Merit Category by British Safety Council (BSC).

2. ' Par Excellence’ awards at the 9^th National Conclave on 5S.

3. Runner Up Award in the Best Operating Thermal Power Plant Category by IPPAI (Independent Power Producer Association of India).

4. Gold award at CCQC 2023, Pune chapter.

5. Four Gold and one Silver award in ICQCC, China chapter.

6. 10^th FICCI Award in Excellence in Safety System.

VIJAYANAGAR PLANT

1. Mission Energy - Water Conservation Award.

2. Green Maple Foundation - Green Feather Environment award - Diamond Category.

3. British Safety Council - 'Five Star Rating’ for Excellence in Occupational Health S Safety.

4. Council of Enviro Excellence - Energy Efficency - Winner ' Operational Excellence’.

5. Exceed Energy Efficiency - Platinum Award.

6. Exceed Water conservation - Gold Award.

7. CII - Energy Efficient Unit Award.

8. Society of Energy Engineers S Managers (SEEM) - Energy Efficiency Platinum Award.

9. Green Maple Foundation - 'Wellness at Work’ - Diamond Award.

10. British Safety Council - 'Sword of Honor’ Award for Excellence in Safety.

11. (CII) DX Digital Transformation Award for 'Best Practice in Digital Transformation’.

12. Council of Enviro Excellence - Best Energy Efficient Award.

13. EXCEED Safety Awards - GOLD Award for 'Excellence in Safety’.

14. IPPAI - Winner - Innovation Category - "Digital Monitoring of Auxiliary Consumption and Heat Rate".

15. ISO Convention - 1^st Prize in TOPS Convention by Indian Society for Quality.

16. TQM (Total Quality Management) - 5 Gold and 1 Platinum in TQM Summit and qualified for ICQC.

HYDRO PLANT

1. Grow Care India Occupational Health S Safety Platinum Award 2023.

2. EKDKN - Platinum award for Excellence in Occupation Health S Safety by Sustainable Development Foundation.

17. Disclosures related to Policies

A. Nomination Policy

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

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

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

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

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

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

• at least one Independent Woman Director.

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

B. Remuneration Policy

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

The Company has devised a policy relating to the remuneration of Directors, KMPs and senior management employees with the following broad objectives.

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

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

iii. Remuneration is linked to performance.

The Remuneration Policy balances fixed and variable pay and short and long-term performance objectives.

The Remuneration Policy of the Company is available on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

C. Corporate Social Responsibility Policy

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and the CSR Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. CSR activities are undertaken in accordance with the said Policy.

The Company undertakes CSR activities through the JSW Foundation, and is committed to allocating at least 2% of the average net profit of the last 3 years. The Company gives preference to the local areas in which it operates for taking up CSR initiatives.

In line with the Company’s CSR Policy and strategy, the Company supports interventions, inter alia, in the fields of health and nutrition, education, water, environment S sanitation, agri-livelihoods, livelihoods and other initiatives.

The CSR Policy of the Company is available on the website of the Company at https:// www. jsw.in/investors/energy/jsw-energy-corporategovernance-policies.

During the year under review, the Company has spent through the JSW Foundation the entire mandated amount of ' 12.37 crores (' 32.47 crores on a consolidated basis).

Please refer to the Management Discussion and Analysis section of this Report for further details. The Annual Report on CSR activities is annexed as Annexure B and forms a part of this Report.

D. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a 'Whistle Blower Policy and Vigil Mechanism’.

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

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management their concerns about unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct.

The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. The Whistle Blower Policy and Vigil Mechanism is available on the website of the Company at https://www. jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

E. Risk Management Policy

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013, and the Listing Regulations.

The Company recognises that all emerging and identified risks need to be managed and mitigated to -

• Protect its shareholder's and other stakeholder's interests;

• Achieve its business objectives; and

• Enable sustainable growth.

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

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company has constituted a sub-committee of Directors called the Risk Management Committee to oversee the Enterprise Risk Management framework. The Risk Management Committee periodically reviews the framework including cyber security, high risks items, mitigation plans and opportunities which are emerging or where the impact is substantially changing.

There are no risks which, in the opinion of the Board, threaten the existence of the Company. Key risks of the Company and response strategies are set out in the Management Discussion and Analysis section which forms a part of this Annual Report.

F. Policy for Annual Performance Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non - Executive Directors and the Executive Directors on the basis of the criteria specified in this Policy, evaluation of the performance of Individual Directors, Independent Directors, its own performance and that of the working of its Committees during the financial year 2023-24 was carried out by the Board.

G. Material Subsidiary Policy

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

Accordingly, JSW Hydro Energy Limited, JSW Energy (Barmer) Limited and JSW Neo Energy Limited have been determined as the material subsidiaries of the Company during the financial year 2023-24.

The Policy may be accessed on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

H. Dividend Distribution Policy

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

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

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

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

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

During the year under review, the Dividend Distribution Policy was reviewed by the Board to ensure its continued relevance. The Policy is available on the website of the Company at the link: https://www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies.

18. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, and accordingly, the Corporate Governance Report and the requisite Certificate from Deloitte Haskins S Sells LLP, the Statutory Auditor of the Company, regarding compliance with the conditions of Corporate Governance forms a part of this Report.

19. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report along with the report on assurance of the BRSR Core, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes for the financial year ended 31^st March, 2024 forms a part of this Annual Report and is available on the website of the Company at www.jsw.in/investors/ energy.

20. Directors and Key Managerial Personnel

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.

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

During the year under review, none of the managerial personnel i.e. the Managing Director and Whole-time Directors of the Company were in receipt of remuneration / commission from the subsidiary companies.

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

Resignation / Cessation

During the year under review, no Independent Director resigned before the expiry of his / her tenure. Mr. Prashant Jain resigned as the Joint Managing Director & CEO and Key Managerial Personnel of the Company with effect from 1^st February, 2024.

Appointment / Re-appointment

Based on the recommendation of the Compensation and Nomination & Remuneration Committee (CNRC), the Board of Directors, taking into account his integrity, expertise and experience, appointed Mr. Rajiv J. Chaudhri (DIN: 10134162) as an Additional Director and an Independent Director for a term of 3 consecutive years with effect from 14^th July, 2023, subject to the approval of the Members of the Company. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 31^st August, 2023.

Based on the recommendation of the CNRC, the Board of Directors, taking into account his expertise and experience, appointed Mr. Sharad Mahendra (DIN: 02100401) as an Additional Director and a Whole-time Director for a term of 5 consecutive years with effect from 1^st December, 2023, and as the Joint Managing Director & CEO as well as a Key Managerial Personnel with effect from 1^st February, 2024, subject to the approval of the Members of the Company. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 23^rd February, 2024.

Based on the recommendation of the CNRC, the Board of Directors, taking into account his expertise and experience, appointed Mr. Ashok Ramachandran (DIN: 08364598) as an Additional Director and a Whole-time Director designated as Whole-time Director & COO for a term of 5 consecutive years, subject to the approval of the Members of the Company as well as a Key Managerial Personnel from 23^rd January, 2024. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 23^rd February, 2024.

There were no other changes in the Key Managerial Personnel during the financial year 2023-24.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Parth Jindal (DIN: 06404506) retires as a Director by rotation at the forthcoming 30^th Annual General Meeting and, being eligible, has offered himself for re-appointment.

Necessary Resolution for approval of the reappointment of Mr. Parth JIndal has been included in the Notice of the forthcoming 30^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Profile of Mr. Parth Jindal and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 30^th Annual General Meeting.

21. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

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

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

22. Committees of the Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

23. Meetings of the Board

During the year under review, the Board of Directors met 6 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Annual Report.

24. Auditors and Reports

a. Statutory Auditor

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Companies Act, 2013 and the Rules made thereunder, Deloitte Haskins S Sells LLP, Chartered Accountants, Mumbai, were re-appointed as the Statutory

from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure C to this Report.

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. JSW Hydro Energy Limited (JSWHEL), JSW Energy (Barmer) Limited (JSWEBL) and JSW Neo Energy Limited (JSWNEL) are material subsidiaries of the Company pursuant to the Regulation 16(1) (c) of the Listing Regulations.

Accordingly, Ashish Bhatt & Associates, Company Secretaries, carried out the secretarial audit for JSWEBL, JSWHEL and JSWNEL for the financial year 2023-24. These Secretarial Audit Reports do not contain any observation or qualification. The respective reports in Form MR-3 are annexed as Annexure C1, C2 and C3 respectively to this Report.

25. Compliance with Secretarial Standards

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

26. Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this Report.

27. Significant and Material Orders passed by Regulators or Courts or Tribunals

No orders have been passed by any Regulator or Court or Tribunal which can have a significant impact on the going concern, status and the Company’s operations in future.

28. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2024, is available on the website of the Company at https://www.jsw.in/investors/energy/ annual-return.

29. Environmental Norms

The Ministry of Environment, Forest and Climate Change (MoEF & CC) had, in December 2015, revised environment emission norms prescribing more stringent emission limits for operating as well as under development power plants in the country with respect to particulate matter, sulphur dioxide (SO2) & nitrogen dioxide (NO2).

As a responsible corporate and to maintain the best environmental operating standards, the Company has deployed state-of-the-art technology to prevent / minimize pollution levels at all its power plants. The Company’s Ratnagiri Units 1 to 4 of 300 MW capacity, are in compliance with all revised emission norms prescribed by MoEF & CC. High efficiency ESP & Low NOX burners have been installed since inception. Also Flue Gas Desulphurization units have been installed as per directives from MoEF & CC.

JSW Energy (Barmer) Limited’s Units 1 to 8 of 135 MW capacity, are CFBC based and are in compliance with SO2 emission norms prescribed by MoEF & CC. In order to comply with Suspended Particulate Matter norms, modifications in the Electrostatic Precipitator have been done in Units 1 to 7 and modification works are left only in Unit 8 which shall be completed as per the maintenance shut down schedule well within the stipulated time frame. The Company’s Toranagallu Units 2 X 130 MW, are already in compliance with all revised emission norms. Work is in progress to bring the other operating units within the compliance limits in the stipulated time frame.

30. Reporting of frauds

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

25.22 kCal/kWh by reducing air temperature at APH outlet by 22°C from 162°C to 140°C.

2. 949 kg/h steam saved by reducing

steam loss through flash tank venting at SBU2 VAM discharge.

Ratnagiri Plant

1. De-staging of 4 boiler feed pumps has resulted in saving of 1012 kWh auxiliary power consumption at full load.

2. De-staging of 2 condensate extraction pumps has resulted in saving of 217 kWh auxiliary power consumption at full load.

3. Energy efficient coating of 2 pf CW pumps has resulted in saving of 70 kWh auxiliary power consumption at full load.

4. Replacement of primary air fan suction baffles, resulted in saving of 244 kWh auxiliary power consumption

5. U#1 & 3 HP exhaust dump valve replaced with new design valve, resulted in benefit of heat rate by 2 kcal.

6. The day average water consumption reduced to / by 500 M3/day by various initiatives of recollection of Steam and Water Analysis System (SWAS) water & lubrication water for cooling water system

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar Plant

In both SBU-1 (2 X 130 MW) and SBU-2 (2 X 300 MW) units, waste gases from blast furnace and other steel process plants of JSW Steel are being utilized as fuel which has led to 2.03 Lakh MT displacement of coal.

Implementation of flexibilization to accommodate 225 MW solar power for production of steel leading to emission reduction of 4,56,781 tCO2e.

Ratnagiri Plant

The Company has built a number of check dams to conserve the rain water. It has resulted in a saving of 2.35 Lakh M3 of surface water till date and also resulted in savings of pumping power of approximately 150 KW per hour.

(iii) Capital investment on energy conservation equipment:

Vijayanagar Plant

1. SBU2 U1 TG Overhaul: 481.72 lacs

2. SBU2 U1 APH Baskets replacement: Material: 328.05 lacs, Services: 50.59 lacs.

3. SBU2 U1 CW pumps overhaul: 24.53 lacs

Ratnagiri Plant

1. De-staging of BFP in two units to save the auxiliary power consumption, ' 3.01 crores.

(B) Technology absorption

(i) The efforts made towards technology absorption are provided below -

Vijayanagar Plant

1. Company invested substantially in digitization to achieve improvements in heat rate and auxiliary power consumption

• OSI PI digital dash boards for monitoring and reduction of controllable losses and improvement in heat rate and auxiliary power consumption.

• Heat rate improvement by smart soot blowing by adopting Artificial Intelligence technology.

• IIOT based fault detection system for critical equipment in the plant.

2. APH 1A and 1B complete basket replacement done with new profile basket (DN8) supplied by Arvos Ljungstorm. APH flue gas exit temperature got reduced from 162°C to 140°C and improved the boiler efficiency by 1%.

Ratnagiri Plant

1. Lube oil flushing time optimized by 12 hrs during capital overhauling, by installing new design three stage filtration skid instead of single stage filtration skid.

2. Condenser tubes eddy current testing method developed to avoid the failure of the tubes.

3. DCS control system network switches has been upgraded in view of the cyber security compliance.

4. Upgradation of Supervisory Control S Data Acquisition (SCADA) system, Continuous Emission Monitoring System (CEMS) Controller S HMI Station with latest version to enhance the cyber security compliance S system reliability.

5. Performance dash board has been developed by using PI server connectivity DMZ system to Vijayanagar server for centralized monitoring and analysis.

6. Upgradation of the fire alarm system with enhanced features and brought under centralised control monitoring system.

7. Enhancing the mean time to failure of bottom ash conveying System from 1 to 5 years by replacing the new design of post cooler idlers.

8. As a part of digitisation drive, Advanced Process Control logic has been carried out in Unit-4 on pilot-run and in result monitoring stage.

9. Recycling legacy ash and bottom ash under zero waste approach to generate value added product by in house developed technology.

10. Technology has been developed to fill the 45000 MT of fly ash, and executed two export consignment in FY24.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

Vijayanagar Plant

1. Coal Mill 1D vane wheel replaced with AIA supplied airport ring assembly and rejects reduced drastically (from 106 Kg/h to 2.6Kg/h.) Specific power consumption got reduced from 9.28 to 8.69 KWH/Ton. Achieved a monetary benefit of 18.43 Lakhs per Mill/ year.

2. Innovative cleaning of oil nozzles within Mill-3C's gearbox reduced Mean Time to Repair (MTTR) from 160 to 8 hours, averting gearbox replacement and emphasizing meticulous maintenance's impact on equipment reliability and downtime minimization.

3. SBU1 Mill-1 C Journal assembly Trunnion Bushes were not available in stock which would have led to non-availability of coal mill. It was fabricated in house for the first by a creative and innovative idea of sandwiching bushes and gaskets and cold pressing with a jack. Spares cost of ' 1 Lakh saved.

4. For safe removal of spillage coal trolley arrangement made in SBU-2 bunker floor to avoid manpower getting trapped in conveyor during online housekeeping of spilled coal.

5. DCC breakdown was happening frequently due to clinker getting stuck between guide wheel S chain. DCC Guide Wheel guard fabrication S Installation completed in all 4 units of DCC. After modification DCC breakdowns reduced from 24 to 2 incidents.

6. To avoid Corex bellow damage in SBU-1 Corex system new Drain pipe line is erected and connected to seal pot to avoid any water accumulation.

7. PA Fan 2A shaft locking arrangement to avoid reverse rotation of fan during standby. Unsafe condition during PA fan shaft locking is eliminated. PA fan can be started S stopped frequently without any delay as per load schedule.

8. Mill 2B S 2C inerting line modification done for easy access of JCB to remove mill rejects. Eliminated the potential of musculoskeletal diseases of mill rejects handling manpower.

9. SBU-2 VAM steam traps and condensate line MIV found passing which is affecting the VAM performance and also leading to steam loss. All passing steam traps and MIV replaced and eliminated the steam loss and avoided potential loss of 56.4 lakhs.

10. Overhauling of cooling pond pump-A, installation of recirculation line to reduce header pressure, replacement of leak-prone areas with SS pipeline, and installation of isolation valve for individual unit maintenance improved the availability of the cooling pond system.

11. I nserting steam line provided in all coal mill pyrite hoppers to avoid fire and improved availability of coal mill.

12. Availability MTBF of coal mills has doubled through the installation of additional hardfaced wear plates on scraper.

13. Coal mills hot air duct area fire hazard eliminated by covering ducts with used conveyor belts to avoid coal falling on hot air ducts.

14. Safety of coal mills work at height activities has been reinforced by adding a toe guard to the mill platform, previously unavailable.

15. To address corrosive RO permeate water, UPVC pipes were initially chosen for a 1400-meter pipeline, leading to frequent failures and inability to commission the DM Plant; however, after implementing a SS Bellow Hose and other modifications, achieving a design flow of 120 M3/Hr and 100% reliability while saving significant water volumes of approx. 12000 M3/month. (144000M3/Year).

16. Despite initial challenges and the absence of prior similar endeavours in India, successful in-situ repair of worn-out main steam pipe seal ring portions in SBU2 U1 HIP outer casing was achieved during capital overhaul, setting a benchmark for the team’s capability in conducting such repairs for turbine parts.

17. Despite initial difficulties, the exact leakage source of the SBU2 U1 Generator Stator cooling water was successfully pinpointed, leading to significant cost savings of approx. 10 lacs by locally fabricating stainless-steel bellows instead of purchasing it from the OEM.

18. Successfully addressing the SBU2 U1 generator hydrogen leakage involved machining a new seal ring to match onsite conditions, identifying the leak as part of a stator water leak, and conducting a pneumatic test to ensure the integrity of the Generator CC bolts, resulting in reduced hydrogen consumption.

19. BCN-2A hydraulic brake system commissioned and conveyor travel distance reduced from 30 meter to 5 meter after stopping/tripping of conveyor. This eliminates potential injury to workers in case a need for emergency stoppage of conveyor.

20. Installation of Safe Load Indicators in mobile cranes prevents overloading by locking the boom movement when lifting loads exceeding the rated capacity, enhancing safety for operators and surrounding personnel.

21. Elimination of Li-Br contamination and performance improvement of VAM machine carried out by installation of in house fabricated magnetic filter.

22. I ntroduced tractors monitoring system to ensure the healthiness of housekeeping vendor’s tractors by ensuring all tractors are inspected by respective area engineers along with vendor’s supervisor.

23. 220kV transmission line tower heightening work done for railway line electrification.

24. 220kV transmission line brought inside the plant on emergency rescue system (ERS) during the transmission line tower heightening work project.

25. 33kV power cable rerouting work done for the hot metal track of JVML Project- GC customer.

Ratnagiri Plant

1. By reducing the auxiliary power consumption, resulted in saving of approx. 13.5 Mus and monetary benefit of approx. 6.5 Cr/annum.

2. DCS controller and ESP electronics cards repaired through developed vendor, resultant cost saving is 2.9 Cr. and availability of controller enhanced.

3. Following modifications are carried out in system for improvement in reliability and safety:

a) Primary frequency response test as per IEGC 2023 for power plant have been successfully completed S accordingly logic have been implemented.

b) BFP double backup logic implemented to enhance the BFP availability during partial load operation.

c) Common Unit Switchgear breakers remote operation from the respective units for ease of operation.

d) LDO Tanker unloading earthing system safety enhanced by introducing the RTR (Road Tanker Recognition) system with protection and remote monitoring.

e) Motor Current Signature Analysis (MCSA) Test carried out for all HT motors to know the healthiness and avoid the premature failures and improve the reliability.

f) New Battery Bank 16TBS2100 installed in Unit Battery Bank for the system reliability.

g) Installed Auto Changeover Switches in VFD AC PDB’s for the equipment availability.

h) Making compost manure using tree leaves and tree branches in the plant area for fertilizer.

(iii) I n case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil.

(iv) The expenditure incurred on Research and Development: The Company did not carry out any core R S D work during the financial year 2023-24.

(v) Future Plans:

Vijayanagar Plant

1. Replacement of APH baskets in SBU-2 Unit-1 for Boiler efficiency improvement S APC reduction.

2. Reduction of controllable losses by installation of PID controller through digitization.

3. I nstallation of advance AI/ML based digital technology for improving plant performance.

Ratnagiri Plant

1. Main Plant Control system-DCS upgradation.

2. I nstallation of control switching device for 400 KV Breaker to avoid the downstream failure of the cables.

3. Enhancing the efficiency of the main plant compressor system by installing the standalone cooling water system.

4. Replacement of HVAC chiller unit with energy efficient chiller of COP 5.5 kw.

5. Cooling tower efficiency S reliability improvement by replacing energy efficient fans S gear box.

6. Energy efficient coating for cooling water pumps.

7. To minimise the dependency of raw water by installing the sea water-based RO plant along with reservoir.

8. AI ML based video analytics for safety surveillance system and AR/VR for safety training.

9. Super heater De-superheating line modification to optimize the heat rate.

10. To improve the reliability of the cooling water system by provision alternate lube water system.

(C) Foreign exchange earnings and outgo

The foreign exchange inflow of the Company for the year under review amounted to ' 1.93 crores and outflow amounted to ' 2,167.14 crores.

32. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

33. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013, the Company has enacted a Policy and duly constituted Internal Complaints Committees across locations. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organisation on a continuous basis. During the year under review, a complaint was received by the Company, and on further investigation by the Internal Complaints Committee, and after examination of the evidences and deposition of the complainant and the respondent, it was concluded that the complaint did not pertain to sexual harassment.

34. IBC Code & One-time Settlement

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

35. Acknowledgements

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, debenture holders, shareholders and all other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.