JSW Energy Ltd

To the Members,

Your Directors are pleased to present the 31st Annual Report and the audited Financial Statements of the Company for the financial year ended 31st March, 2025.

1. Financial performance

The audited Standalone and Consolidated Financial Statements of the Company as on 31st March, 2025, which form a part of this Integrated Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The summarised financial highlights are depicted below:

('in crore)

2. Result of operations and the state of affairs

Standalone

The total income of the Company for FY 2025 stood at Rs. 4,619.85 crore as against Rs. 5,339.49 crore for FY 2024, showing a decrease of 13%. EBITDA for FY 2025 stood at Rs. 1,887.14 crore as against Rs. 1,928.72 crore for FY 2024, recording a decrease of 2%. Profit after tax for FY 2025 stood at Rs. 1,221.00 crore as against Rs. 950.22 crore for FY 2024 registering an increase of 28%. Net worth increased to Rs. 22,235.87 crore at the end of FY 2025 from Rs. 15,112.05 crore at the end of FY 2024. The increase in net worth is primarily due to profit for the year and an equity raise of Rs. 5,000 crore through the QIP route in April, 2024.

Net debt gearing stood at 0.39 times as at the end of FY 2025 compared to 0.41 times as at the end of FY 2024.

Consolidated

The total income for FY 2025 stood at Rs. 12,639.49 crore as against Rs. 11,941.34 crore for FY 2024, showing an increase of 6%. EBITDA for FY 2025 stood at Rs. 6,114.92 crore as against Rs. 5,837.21 crore for FY 2024, showing an increase of 5%. Profit after tax for FY 2025 stood at Rs. 1,950.89 crore as against Rs. 1,722.71 crore for FY 2024 showing an increase of 13%.

Net worth increased to Rs. 27,361.43 crore in FY 2025 from Rs. 20,831.74 crore in FY 2024. The increase in net worth is primarily due to profit during the year and an equity raise of Rs. 5,000 crore through the QIP route in April, 2024.

Net debt gearing stood at 1.61 times as at end of FY 2025 compared to 1.28 times as at the end of FY 2024.

3. Effects of external events on the business of the Company

Strong RE Bidding Environment

During FY 2025, India's renewable energy sector demonstrated significant momentum, highlighted by a record-high bidding environment that reached 73 GW. This surge was driven by the Ministry of New and Renewable Energy's (MNRE) annual bidding plan, which mandates a minimum of 50 GW of tendered capacity each year. The tenders increasingly focused on advanced technologies such as wind-solar hybrids and firm and dispatchable renewable energy ("FDRE") to enhance grid stability and power reliability. However, there were delays in signing of Power Purchase Agreements ("PPAs") due to this rapid bidding activity indicating a need for streamlined processes to match the pace of capacity additions.

Nation's focus on Base Load Capacity

In FY 2025, India intensified its focus on enhancing base load capacity through thermal power plants to ensure a stable and reliable power supply. This strategic shift is driven by the need to balance the intermittent nature of renewable energy sources and meet the growing electricity demand. Uttar Pradesh, Maharashtra and West Bengal have concluded bids and tied-up PPAs for thermal plants. Karnataka, Rajasthan, Madhya Pradesh, Bihar and Kerala are likely to come up with thermal bids.

Impact of volatile foreign exchange rates

The depreciation and volatility of the INR against the USD posed significant challenges for India's renewable energy sector. This volatility was driven by global interest rate differentials (especially U.S. Fed policy), Geopolitical tensions and Foreign Portfolio Investment outflows. This impacts the cost of RE equipment like solar cells and battery that are imported. However, the impact has been absorbed due to the Company's robust hedging mechanism and tariff discipline while bidding.

4. Transfer to Reserves

The Board of Directors does not propose to transfer any amount (previous year Nil) to reserves from surplus. An amount of Rs. 6,313.45 crore (previous year Rs. 5,441.99 crore) is proposed to be held as retained earnings.

5. Dividend

The Company's wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/ disbursement of profits to its shareholders while retaining sufficient profits in the business for its various business purposes. In accordance with Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy, which details certain parameters, including working capital and capital expenditure requirement of funds for acquisitions, reducing debt, contingencies, etc., considering which, the Board may recommend or declare dividend. The Dividend Distribution Policy, reviewed by the Board in 2024, is available on the Company's website at: www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies

Based on the principles and parameters enunciated in the above Policy, the Board of Directors has recommended a dividend of Rs. 2.00/- (20%) per share for FY 2025 [FY 2024 Rs. 2.00 (20%) per share], for the approval by the Members at the forthcoming 31st Annual General Meeting ('AGM').

6. Subsidiaries, Associates, Joint Ventures, etc.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for FY 2025, 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 Integrated 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 Financial Statements of each of its subsidiaries, are available on the website of the Company at the link: www.jsw.in/investors/ energy/jsw-energy-fy-2024-25-financials- financial-statement-subsidiaries

As on 31st March, 2025, the Company had 129 subsidiaries (including 4 LLPs), 1 joint venture and 1 associate company.

Incorporations

During FY 2025, the following companies were incorporated as subsidiaries / step-down subsidiaries of the Company -

*Amalgamated with KSK Mahanadi Power Company Limited with effect from 6th March, 2025 vide order of the Hon'ble NCLT, Hyderabad bench dated 13th February, 2025.

Acquisitions

a. Vashpet Renewable Energy Project

On 12th April 2024, JSW Renewable Energy (Coated) Limited, a wholly owned subsidiary of JSW Neo Energy Limited and a step down subsidiary of the Company, acquired a 45 MW Wind based Renewable Energy project located at Jath, Sangli District, Maharashtra from Reliance Power Limited at a purchase consideration of Rs. 132 crores adjusted for the net working capital.

b. Hetero Special Purpose Vehicles

On 10th January, 2025, JSW Neo Energy Limited, ("JSWNEL") a wholly owned subsidiary of the Company, acquired 100% equity shares Hetero Med Solutions Limited and Hetero Wind Power (Pennar) Private Limited and 74% equity shares of Hetero Wind Power Limited, collectively holding a portfolio of 125 MW of wind generation capacity, from Hetero Labs Limited and Hetero Drugs Limited at an enterprise value of approximately Rs. 630 crore, excluding net current assets and other adjustments. Consequently, the above SPVs have become step-down subsidiaries of the Company. Post acquisition, the name of Hetero Med Solutions Limited has changed to JSW Wind Power (Isapur) Limited (JSWWPIL), Hetero Wind Power (Pennar) Private Limited has changed to JSW Wind Power (Pennar) Private Limited (JSWWPPPL) and Hetero Wind Power Limited has changed to JSW Wind Power Limited (JSWWPL).

The 125 MW portfolio comprises of wind projects located in the states of Maharashtra and Andhra Pradesh having long term PPAs.

The portfolio has a blended tariff of Rs. 5.22/KWh and average remaining plant life of 15 years. This acquisition helped the Company in achieving its targeted growth of 10 GW by FY 2025.

c. KSK Mahanadi Power Company Limited

On 6th March, 2025, the Company completed the acquisition of KSK Mahanadi Power Company Limited ("KMPCL"), under the Corporate Insolvency Resolution Process in terms of the Resolution Plan approved by the Hon'ble National Company Law Tribunal vide its order dated 13th February, 2025, for a Resolution amount of Rs. 16,084 crore. Accordingly, the Company holds 74% of the equity capital of KMPCL and the secured financial creditors ("FC") collectively hold the balance 26%, as per the terms of the Resolution Plan, wherein the FC have a put option and the Company has a call option for the 26% stake held by the FC, exercisable from the end of the first year from the date of acquisition of KMPCL till the end of 5 years.

KMPCL owns a 3,600 MW (6 X 600 MW) thermal power plant located at Chhattisgarh. Out of the total capacity, 1,800 MW is operational, with 95% tied-up under long and medium-term PPAs and optionality of brownfield expansion of the balance 1,800 MW. This is the largest acquisition of thermal power asset under to Insolvency and Bankruptcy Code in India.

The plant has secured long-term fuel supply agreements ensuring fuel availability for its operational capacity, with coal sourced from nearby mines located in the states of Chhattisgarh and Odisha. Additionally, the plant has a firm arrangement for water, rail and transmission infrastructure for the entire 3,600 MW capacity.

With the completion of this transaction and the organic capacity additions of wind during FY 2025, the Company has achieved 10,875 MW operational capacity surpassing the 10 GW by FY 2025 milestone target.

d. Limited Liability Partnerships

On 11th March, 2025, JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, completed the acquisition of the following Limited Liability Partnerships with land and / or connectivity rights:

i. Arnav Sunsolar Urja Two LLP ("Arnav Sunsolar")

Arnav Sunsolar has applied for Grid connectivity for the proposed Solar Renewable Energy (RE) Project for NTPC - 700 MW, to be located at Lamboti, Solapur, Maharashtra. The Grid connectivity, if granted, will be for the duration of the project's operational life. The acquisition cost is Rs. 18.70 crore, payable subject to grant of connectivity.

ii. Energevo Lights LLP ("Energevo Lights")

Energevo Lights has been granted grid connectivity for the 500 MW solar renewable energy project located at Umra, Nanded, Maharashtra, for the full duration of the project's operational life. The acquisition cost is Rs. 20.37 crore.

iii. Energevo Saurya MH Five LLP ("Energevo Saurya")

Energevo Saurya has been granted grid connectivity for the 150 MW solar renewable energy project, to be located at Ranmasle, Solapur District, Maharashtra, for the full duration of the project's operational life. The acquisition cost is Rs. 6.12 crore.

iv. Pyrite Buildtech LLP ("Pyrite Buildtech")

Pyrite Buildtech has applied for grid connectivity for the proposed 400 MW wind renewable energy project to be located at Alkud, Kavathemahankal, District Sangli, Maharashtra and if granted, will be for the duration of the project's operational life subject to commissioning. The acquisition cost will be Rs. 13.97 crore, payable subject to grant of connectivity.

e. Virya Infrapower Private Limited

On 12th March, 2025, JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, completed the acquisition of Virya Infrapower Private Limited ("VIPL").

VIPL is engaged in the business of development of renewable energy projects in India and its related activities. The acquisition of 100% shareholding of VIPL was at an enterprise value of Rs. 7.54 crore. This acquisition provides opportunity to acquire a ready renewable power site with necessary infrastructure to achieve accelerated project development.

VIPL holds lease rights of about 63.77 Hectares of land located in Bikhasar and Chodiya villages, Fatehgarh tehsil, Jaisalmer, Rajasthan, to be used for the solar and wind projects.

f. 02 Power Midco Holdings Pte. Limited and 02 Energy SG Pte. Limited and their subsidiaries

On 9th April, 2025, JSW Neo Energy Limited, a wholly- owned subsidiary of the Company, completed the acquisition of the O2 companies having a consolidated operational and under construction / development renewable energy portfolio of 4.7 GW from O2 Power Pooling Pte. Limited, O2 Power SG Pte. Limited and certain individuals.

The O2 Power platform is valued at an enterprise value of approximately Rs. 12,468 crore, after adjustmentsunderthesharepurchaseagreements. The Company is targeting the commissioning of its under-construction and under-development capacity by June 2027, by which time the total operational capacity is expected to reach 4,709 MW, with a steady state annualised run-rate EBITDA of Rs. 3,750 crore.

As of 31st March, 2025, O2 Power's installed capacity stands at 1,343 MW. Consequently, the Company's proforma FY 2025 installed capacity stands at 12,218 MW, with RE capacity accounting for 6,560 MW (54% of total).

The acquired platform comprises of 4,087 MW of utility scale RE projects and CSI capacity of 622 MW. Of the total platform capacity, 3,735 MW is tied-up under PPAs with high-credit-quality off-takers comprising of both utility scale and commercial and industrial (CSI) customers. While 974 MW of capacity has received Letter of Awards/ Intent and PPA signing is awaited. The acquired assets are spread across seven resource-rich states, primarily operating in western India along with management team and employees having a proven track record in planning and execution. The portfolio features a well-diversified energy mix, including 1.9 GW of solar, 0.75 GW of wind 2.1 GW of complex solutions like Hybrid / FDRE. The platform has a blended average tariff of Rs. 3.37/KWh.

O2 Power also brings additional connectivity for 900 MW, which will facilitate our future growth. O2 Power has built an attractive portfolio and pipeline of projects which adds to our asset base and strengthens our operational capabilities and presence.

Amalgamations

a. The Hon'ble National Company Law Tribunal, Hyderabad bench, vide order dated 7th March 2025, approved the Scheme of Amalgamation of the following 12 subsidiaries of the Company with, and in to, Mytrah Vayu (Sabarmati) Private Limited, a subsidiary of the Company:

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

Consequently, the aforesaid 12 entities have ceased to be subsidiaries of the Company with effect from 31st March, 2025, being the effective date in terms of the Scheme. The amalgamation has facilitated in consolidating the business of the aforesaid entities in one legal entity, thereby resulting in organizational efficiencies, streamlining the group structure, reduction in overheads, administrative, operational costs and other expenses and optimal utilization of various resources.

b. The Company's wholly owned subsidiary, JSW Thermal Energy One Limited, was amalgamated into KSK Mahanadi Power Company Limited with effect from 6th March, 2025 pursuant to the approval of the Company's Resolution Plan for KSK Mahanadi Power Company Limited by the Hon'ble National Companies Law Tribunal, Hyderabad bench, vide order dated 13th February 2025.

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 Rs. 51 crores in 100% equity of JSW Energy Natural Resources South Africa (PTY) Limited and has advanced Rs. 417.45 crores as a loan as on 31st March, 2025.

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

JSWENRSAL is a wholly-owned subsidiary of JSWENRML. As on 31st March, 2025, JSWENRSAL has invested Rs. 24.04 crores in acquiring 100% equity of Royal Bafokeng Capital (Proprietary) Limited and Rs. 7.36 crores in acquiring 100% equity of Mainsail Trading 55 Proprietary Limited. Further, JSWENRSAL has invested Rs. 6.08 crores in acquiring 10.97% equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 436.30 crores as loan to SACMH and its subsidiaries as on 31st March, 2025.

C. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44% in SACMH as at 31st March, 2025. 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 31st March, 2025, Toshiba Group, Japan holds 95.36% and JSW Group holds 4.64% in Toshiba JSW.

The Company has invested Rs. 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 Rs. 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.

7. Share Capital

The paid-up equity share capital of the Company as on 31st March, 2025 is Rs. 1,747.77 crore.

During FY 2025, in compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ("SEBI (ICDR) Regulations") and Sections 42 and 62 of the Act and Rules made thereunder, the Company issued and allotted 10,30,92,783 Equity Shares of face value of Rs. 10 each to the Qualified Institutional Buyers at an issue price of Rs. 485 per Equity Share, which includes a discount of Rs. 25.09 per Equity Share (4.92% of the floor price, as determined in terms of the SEBI (ICDR) Regulations) to the floor price, i.e. at a premium of Rs. 475 per Equity Share, aggregating to Rs. 49,99,99,99,755 (Rupees Four Thousand Nine Hundred Ninety Nine crore Ninety Nine Lakhs Ninety Nine Thousand Seven Hundred Fifty Five).

Pursuant to the aforesaid Qualified Institutions Placement of Equity Shares, the paid-up Equity Share Capital of the Company stands increased from '16,44,67,56,680 comprising of 164,46,75,668 Equity Shares to Rs. 1747,76,84,510 comprising of 174,77,68,451 Equity Shares of Rs. 10 each.

During FY 2025, the Company has not issued any:

a. Shares with differential rights

b. Sweat equity shares

8. Non-Convertible Debentures

During FY 2025, the Company allotted 2,00,000 Unsecured, Rated, Listed, Redeemable, NonConvertible Debentures of face value of Rs. 1,00,000 each aggregating to Rs. 2,000 crore on a private placement basis as per the following details:

During FY 2025, the Company has not redeemed / repaid any Non-Convertible Debentures.

The Company has outstanding debentures of Rs. 2,500 crore as on 31st March, 2025, which are listed on BSE Limited.

9. Particulars of Loans, Guarantees, Investments and Securities

The details of the loans, guarantees and investments are provided as a part of the Notes to the Financial Statements.

10. 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 Integrated Annual Report.

11. 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/jsw-energy- corporate-governance-policies

Pursuant to the changes in the regulatory framework, the Policy was reviewed and suitably modified by the Board during 2025.

During FY 2025, all transactions with the Related Parties were in the ordinary course of business and on an arm's length basis. The Related Party Transactions, of repetitive nature, which are in the ordinary course of business and on an arm's length basis, and proposed to be entered into during FY 2025 are placed before the Audit Committee for omnibus approval. The details of all Related Party Transactions, as approved, are placed on a quarterly basis before the Audit Committee for its review.

During FY 2025, the material Related Party Transactions pursuant to the provisions of Regulation 23 of the Listing Regulations were duly approved by the Members at the AGM held on 5th July, 2024.

Pursuant to the Listing Regulations, resolutions seeking approval of the Members on the proposed material Related Party Transactions form a part of the Notice convening the 31st AGM.

The Company has developed a framework for the purpose of identification and monitoring of Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with the Related Parties during FY 2025 are set out in the Notes to the Financial Statements. The disclosure in Form AOC- 2 is attached as Annexure A to this Report.

During FY 2025, there was no material Related Party Transaction, with respect to brand usage/ royalty, requiring approval of the Members.

The Related Party Transactions entered during FY 2025 were in compliance with the Act and Listing Regulations, details whereof are disclosed in the Notes to the Financial Statements.

Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the necessary reports on related party transactions with the Stock Exchanges within the statutory timelines.

12. Disclosure under the Employees Stock Option Plans and Schemes

Employee Stock Options ("ESOPs") represent a reward system based on performance that helps companies attract, retain, and motivate top talent while providing an opportunity to employees to participate in the Company's growth and create long-term wealth.

The Company has formulated the JSWEL Employees Stock Ownership Plan - 2016 ("ESOP 2016"), 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, 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 FY 2025, with regard to ESOP 2016 and ESOS 2021 are provided on the website of the Company at the link 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.

During FY 2025, there was no material change in the ESOP 2016 and ESOP 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 and with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 31st AGM

The Company's stock option plans, including the ESOP 2016 and ESOS 2021, have been crucial in aligning employee efforts with organizational outcomes. These schemes have effectively incentivized senior management, high performers, and future talent, enhancing talent retention and fostering an ownership mind set and have also been instrumental in attracting new hires, especially for leadership roles.

I n order to continue with our rewards philosophy of ESOPs being an integral part of leadership and high potential middle management compensation structure, the Board proposes an extension of the ESOP 2021 in line with the statutory requirements and a proposal in this connection seeking approval of the Members forms a part of the Notice convening the 31st AGM.

13. Credit Rating

The details of the credit ratings of the Company during FY 2025 are as follows:

14. 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 received several awards. For more details, please refer to "At a Glance" section.

15. 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. The Nomination Policy was reviewed by the Board in 2025.

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 the 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 considers its employees to be its most valuable and strategic asset. It is committed to fostering a high-performance work culture by implementing a fair and transparent compensation structure that aligns both with individual and organizational performance. Compensation is determined based on the nature of the role, as well as the skills, experience and knowledge required to fulfill it effectively, thereby supporting the achievement of the Company's overall objectives.

In line with this philosophy, the Company has formulated a comprehensive policy on the remuneration of Directors, Key Managerial Personnel (KMPs) and senior management. The policy is guided by 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 was reviewed by the Board in 2025 and is available on the website of the Company at 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. 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 CSR Policy was last reviewed by the Board of Directors in 2023.

The Company undertakes CSR activities through the JSW Foundation, and is committed to allocating each year 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 www.jsw.in/investors/ energy/jsw-energy-corporate-governance- policies

During FY 2025, out of the mandated spend of Rs. 17.79 crore, Rs. 10.91 crore was spent on intiatives for general community infrastructure support and welfare, educational infrastructure and systems strengthening programs, all of which are on-going projects and expected to be completed over the next 3 years. A sum of Rs. 6.88 crore remaining to be spent on the on-going projects during FY 2025, has been duly transferred by the Company to the "JSW Energy Limited - Unspent Corporate Social Responsibility Account 2024-25". The aforesaid unspent amount will be duly spent by the Company on the on-going projects in compliance with the provisions of the Companies Act, 2013.

The Annual Report on CSR activities is annexed as Annexure B to this Report.

D. Whistle Blower Policy and Vigil Mechanism

Details of the Whistle Blower Mechanism are given in the Corporate Governance Report, forming a part of this Integrated Annual Report and is available on the website of the Company at the link www. jsw.in/investors/energy/jsw-energy-corporate- governance-policies

The Whistle Blower Policy and Vigil Mechanism was reviewed by the Board of Directors in 2025.

E. Risk Management Policy

The Company has established a comprehensive Risk Management Policy and implemented a robust mechanism to ensure regular monitoring and mitigation of risks. The framework provides for regular updates to the Board of Directors on risk assessment, mitigation strategies and governance practices at various organizational levels. This ensures that the executive management effectively manages risks through a well-structured and proactive approach. The Risk Management Committee periodically reviews the framework including cyber security, high risk 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. A detailed overview is provided in the "ESG-based Enterprise The Risk Management" section forming a part of this Integrated Annual Report. Risk Management Policy was reviewed by the Board of Directors in 2025.

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

The annual evaluation of the performance of the Directors, Committees and the Board for FY 2025 was carried out in the manner as laid down in the Board Evaluation Policy of the Company through a structured questionnaire. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfilment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the Listing Regulations. The evaluation of the performance of the Board, its Committees and Directors and suggestions emanating out of the performance evaluation exercise, if any, are reviewed by the Board.

The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and the Board as a whole.

Individual members of the Board were also evaluated against the various skills / expertise / competencies, identied and approved by the Board of Directors as are required in the context of the Company's business.

The evaluation indicates that the Board has an optimal mix of skills/expertise to function effectively.

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. The Policy was reviewed and modified by the Board in 2025. The Policy may be accessed on the website of the Company at www.jsw.in/investors/energy/jsw- energy-corporate-governance-policies

Accordingly, JSW Hydro Energy Limited, JSW Energy (Barmer) Limited, JSW Neo Energy Limited and KSK Mahanadi Power Company Limited have been determined as material subsidiaries of the Company during FY 2025.

H. Dividend Distribution Policy

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

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

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

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

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

The Dividend Distribution Policy was reviewed by the Board in 2024 to ensure its continued relevance. The Policy is available on the website of the Company at www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies

16. 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 Integrated Annual Report.

17. 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 FY 2025 forms a part of this Integrated Annual Report and is available on the website of the Company at www.jsw.in/investors/energy/ jsw-energy-financial-information-business- responsibility-reports

18. Directors and Key Managerial Personnel

The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of and for the effective functioning of the Company's business. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

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, expertise, proficiency and they hold the highest standards of integrity.

The Company familiarises the Independent Directors 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 operational performance / developments are sent to the Directors. The details of the familiarisation programme are uploaded on the website of the Company at www.jsw.in/investors/energy/jsw- energy-corporate-governance-policies

Resignation / Cessation

During FY 2025, no Independent Director resigned before the expiry of her / his tenure.

Mr. Ashok Ramachandran, Whole-time Director S COO and Key Managerial Personnel of the Company, resigned with effect from the close of business hours on 8th April, 2025. The Board of Directors places on record, appreciation for Mr. Ramachandran's remarkable efforts and contribution towards the growth and success of the Company.

Appointment / Re-appointment

Based on the recommendation of the Compensation and Nomination S Remuneration Committee ("CNRC"), Mr. Ajoy Mehta

(DIN: 00155180) was appointed by the Board as an Additional Director and an Independent Director for a term of 3 consecutive years with effect from 24th October, 2024. The appointment of Mr. Mehta was approved by the Members by passing a special resolution through postal ballot on 16th January, 2025.

Mr. Rajeev Sharma (DIN: 00973413) was appointed as an Independent Director for a term of 3 consecutive years with effect from 24th March, 2022 which ended on 23rd March, 2025. The reappointment of Mr. Sharma as an Independent Director of the Company for a second term of 5 consecutive years with effect from 24th March, 2025 was approved by the Members by passing a special resolution through postal ballot on 12th March, 2025.

Mr. Desh Deepak Verma, was appointed as an Independent Director for a term of 3 consecutive years with effect from 21st July, 2022. Accordingly, his term as an Independent Director will be ending on 20th July, 2025. In accordance with Listing Regulations, the Companies Act, 2013, the Nomination Policy of the Company, and the recommendation of the CNRC the Board of Directors, at its meeting held on 15th May, 2025, recommended to the Members the re-appointment of Mr. Verma as an Independent Director on the Board of the Company for a second term of 5 consecutive years with effect from 21st July, 2025. The Resolution for the re-appointment of Mr. Verma has been included in the Notice of the forthcoming 31st AGM of the Company. The Directors recommend the same for approval by the Members.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Pritesh Vinay (DIN: 08868022) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Directors recommend the same for approval by the Members.

A brief profile of the aforesaid Directors 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 31st AGM.

19. Directors' Responsibility Statement

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

(a) i n the 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.

20. Committees of the Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. In addition, the Company has constituted certain committees to facilitate operations. 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 Integrated Annual Report.

21. Meetings of the Board

During FY 2025, the Board of Directors met 8 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Integrated Annual Report.

22. 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 (Firm Registration No. 117366W/W100018), Chartered Accountants, Mumbai, were reappointed as the Statutory Auditor of the Company by the Members of the Company at the 28th Annual General Meeting held on 14th June, 2022, for the second term of five years from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for FY 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

b. Cost Auditor

The Company has maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For FY 2025, Kishore Bhatia S Associates (Firm Registration No. 00294), Cost Accountants conducted the audit of the cost records of the Company.

Kishore Bhatia S Associates, Cost Accountants has served as the Cost Auditor of the Company for the previous three Financial Years. Accordingly, as a good governance practice, it is decided to change the Cost Auditor of the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications / Circulars issued by the Ministry of Corporate Affairs, from time to time, the Board has appointed ABK S Associates (Firm Registration No. 000036), Cost Accountants, as the Cost Auditor to audit the cost records of the Company for FY 2026.

The remuneration payable to the Cost Auditor is subject to ratification by the Membersand accordingly, the necessary Resolution for ratification of the remuneration payable to ABK & Associates, Cost Accountants, for the audit of cost records of the Company for FY 2026, has been included in the Notice of the forthcoming 31st AGM of the Company. The Directors recommend the same for approval by the Members.

c. Secretarial Auditor

The Board appointed Ashish Bhatt & Associates (COP: 2956), Company Secretaries, to carry out secretarial audit for FY 2025.

The Secretarial Audit Report issued by Ashish Bhatt & Associates, Company Secretaries, for FY 2025 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments 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.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of the Listing Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available on the website of the Company at www.jsw. in/investors/energy/secretarial-compliance- 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), JSW Neo Energy Limited (JSWNEL) and KSK Mahanadi Power Company Limited (KMPCL) 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 and UYC and Associates carried out the secretarial audit for KMPCL for FY 2025. These Secretarial Audit Reports do not contain any observation or qualification. The reports in Form MR-3 are annexed as Annexure C, C1, C2, C3 and C4 respectively to this Report.

Pursuant to the amendments to the Listing Regulations and good governance practices, the Board, on the recommendation of the Audit Committee, has approved and recommended to the Members the appointment of Purwar & Purwar Associates LLP (Purwar & Associates) (Firm Registration Number L2023MH013700), as the Secretarial Auditor of the Company, for a period of five consecutive years inclusive of FY 2026. Brief details as required under the Listing Regulations, are provided in the Notice of 31st AGM. The Directors recommend the same for approval by the Members.

23. Compliance with the Secretarial Standards

During FY 2025, the Company has complied with the Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

24. Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed in this Integrated Annual 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 the date of this Integrated Annual Report.

25. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for FY 2025, is available on the website of the Company at https://www.jsw.in/investors/ energy/annual-return.

26. Environmental Norms

The Ministry of Environment, Forest and Climate Change (MoEF & CC) had, in December 2015, revised the 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 each, 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 MoEFCC.

JSW Energy (Barmer) Limited's Units 1 to 8 of 135 MW capacity, are CFBC based and all are in compliance with SO2 emission norms prescribed by MoEFCC. The NO2 emissions also remain within compliance limits in the CFBC based boiler operations. In order to comply with Suspended Particulate Matter emission norms, modifications in the Electrostatic Precipitator have been completed in all the Units 1 to 8 well within the stipulated time frame.

The Company's Toranagallu Units 2 X 130 MW, are already in compliance with all revised emission norms. In the other units of 2 x 300 MW, the parameters of Particulate Matter and NO2 have been complied within the stipulated timeline of 31st December, 2024 while for the compliance of SO2 the compliance time line has been extended up to the year 2029. The Company is committed to complete the SO2 requirement well within this revised timeline.

27. 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:

(A) Conservation of Energy -

(i) The Company has undertaken the following initiatives to optimize energy consumption:

Vijayanagar Plant

Advanced Process Control Optimization

Projects:

1. Shutting down one vacuum pump in SBU1 Unit 1 saved 560.44 MWh and Rs. 30.82 Lakhs over 5,049 hours.

2. Installing a spacer coupling in the primary air fan system of SBU1 Unit 1 saved 191.86 MWh and '10.63 Lakhs over 5,049 hours.

3. Replacing with high efficiency Auxiliary Cooling Water (ACW) pump in SBU1 Unit 1 saved 101 MWh and '5.43 Lakhs over 5,049 hours.

4. Resolving boiler feed pump recirculation valve leakage in SBU2 Unit 1 saved 101.2 MWh and '5.06 Lakhs over 1,012 hours.

5. Installing Variable Frequency Drives (VFDs) on Condensate Extraction Pumps (CEPs): in SBU1 Units 1 S 2 saved 56 kWh/day, resulting in Rs. 2 Lakhs/month in savings.

Heat Rate Optimization Projects:

1. Condenser cleaning in SBU1 Unit 1 improved vacuum, saving 35.70 kCal/ kWh and Rs. 327.04 Lakhs at 116.92 MW.

2. In SBU2 Unit 2, spray curve optimization saved 2.80 kCal/kWh and '55.62 Lakhs at 194.16 MW over 6,369 hours.

3. Throttling loss reduction improved heat rate by 0.42 kCal/kWh, saving '12.86 Lakhs at 207.74 MW over 9,394 hours.

4. Makeup water loss reduction saved 3.84 kCal/kWh at an average load of 242.44 MW.

Ratnagiri Plant

1. De-staging of Boiler Feed Pumps (BFPs): De-staging of one BFP resulted in auxiliary power savings of 152 kWh at full load.

2. De-staging of Condensate Extraction Pumps (CEPs): De-staging of two CEP led to auxiliary power savings of 138 kWh at full load.

3. Turbine Cylinder Efficiency

Improvement: Capital Overhauling (COH) of Unit-2 improved turbine cylinder efficiency, achieving a heat rate reduction of approximately 29 Kcal/kWh.

4. Replacement of Heating, Ventilation and Air Conditioning (HVAC) Chillers: Replacement of Unit 3 and 4 HVAC chillers with energy-efficient models resulted in auxiliary power savings of approximately 29 kWh.

5. Implementation of Dynamic Setpoint Control Logic: Adoption of dynamic setpoint control for final and first-stage desuperheaters (DESH) in two units led to a saving of 1.7 Kcal/kWh.

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

Vijayanagar Plant

• Utilizing waste gases from blast furnace and steel processes in both SBU-1 and SBU-2 has displaced 3.44 Lakh MT of coal.

• Flexibilization to accommodate 225 MW of solar power and 215 MW of wind power has reduced CO2 emissions by 7,29,002 tCO2e.

Ratnagiri Plant

• A water reservoir with a capacity of 35,000 m3 has been constructed to conserve rainwater, ensuring water availability during the summer months and reducing dependency on external water sources.

• Utilisation of vacuum pump drain water for horticulture, resulted in water saving of approx. 23 m3/day.

• Circulating Water (CW) pump sealing water reutilised for bearing cooling purposes, resulted in water saving of approx. 10 m3/day.

(iii) Capital investment on energy conservation equipment:

Vijayanagar Plant

• SBU1 U1 CW Pumps Overhaul: '15 lacs

• SBU1 U1 S U2 CEP Variable Frequency Drive Installation: Rs. 210 lacs

• SBU1 U1 COH: Rs. 9.4 crore Ratnagiri Plant

• De-staging of one BFP and two CEP: Rs. 0.73 crore

• Capital overhaul of one unit for heat rate improvement: Rs. 9.78 crore

• Replacement of HVAC chillers with energy-efficient models: Rs. 0.25 crore

(B) Technology absorption

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

Vijayanagar Plant

1. Installing airport assemblies and sinter cast components in Mills A and B (SBU1 U1) improved coal mill efficiency and reduced mill rejects.

2. Upgrading Allen Bradley PLCs for CHP systems to Windows 10 with updated antivirus ensures ISO 27001 compliance and boosts system security and reliability.

3. Replacing SEC-supplied Electrostatic Precipitator (ESP) rectifier transformers with GE Tek controllers in SBU2 U1 S U2 enhances reliability, speeds fault diagnosis, and reduces downtime.

4. Installing High Efficiency Particulate Air (HEPA) purifiers in all ID Fan VFD rooms reduces particulate ingress, minimizes filter and drive failures, and extends equipment life.

5. Implementing a local start/stop control system for the AC seal oil pump (SBU1) enhances safety, mitigates hydrogen leakage risks, and reduces downtime.

6. Deploying 200 loT-enabled tri-axial sensors on critical rotating equipment optimizes maintenance, improves reliability, and offers Rs. 51 Lakhs in savings for FY 2025.

7. Implementing PMI machine with XRF/ OES technology ensures accurate alloy usage, enhancing quality assurance, traceability, and reducing material failure risks.

8. Connecting Demineralized Water (DM) water CST tank vent lines to chemical breathers and overflow lines to water sump (SBU2) maintains DM water purity and improves water quality management.

Ratnagiri Plant

1. Generator Leak Testing Optimization:

Helium leak testing was adopted during the capital overhaul which, reduced generator leak testing time by 14 hours compared to conventional air testing methods.

2. Control Switching Device Installation: Installed in 400 kV Reactor-1 bay breaker to enhance downstream cable reliability.

3. Advanced Process Control (APC) Logic: Implemented on a pilot-run basis in Unit-4, with monitoring underway to assess performance.

4. Artificial Intelligence (AI) / Machine Learning (ML) Based Safety Surveillance: Deployment of AI/ML-based video analytics and Augmented Reality / Virtual Reality technologies for safety training and surveillance enhancement.

5. Cooling Tower Performance Enhancement: Water (CT) distribution and flow measurement checks were carried out across CT cells to optimize CT performance and improve overall cooling efficiency.

6. Plant Air Compressor Performance Improvement: Plant air compressors were operated using alternate cooling towers, leading to enhanced compressor cooling performance and overall operational efficiency.

7. Unit-1 Main Plant UPS: Rectifier analog- to-digital modification completed.

8. Centralized Monitoring of Fire Alarm system for main plant: Installation & commissioning of new system to mitigate the obsolescence and enhance safety.

9. BOD & COD Analyzer: Upgraded panel installed and parameters configured in Motor Protection Circuit Breaker (MPCB) portal for statutory compliances.

10. I nstallation of new design HP exhaust dump valve to avoid the steam passing

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

Vijayanagar Plant

1. Coal Handling Plant: The damaged 9C2 conveyor belt was replaced with a 1,950-meter belt, ensuring continuous coal supply and a standby for maintenance.

2. SBU1 & SBU2 DM Plants: Interconnecting the regeneration water line reduced resource usage and saved '1.2 Lakhs/month, while minimizing effluent generation.

3. SBU1 Unit-1: Implementing auto restrictive logic on PA fans post-trip of one fan prevents VFD overloads, stabilizes current, and enhances boiler reliability.

4. CW Pump System: Gate logic mod prevents false trips by requiring dual conditions, boosting reliability, reducing downtime, and saving Rs. 26.22 Lakhs.

5. Environmental Initiatives: Zero liquid discharge, energy conservation, cooling tower optimization, waste reuse, and biodiversity drives reflect our commitment to sustainability.

6. SBU1 Units: Auto-closing logic in the Distributed Control System (DCS) ensures extraction block valves close on turbine trips, preventing backflow and enhancing safety.

7. SBU1 Unit-1: Relocating AC outdoor units for the automatic voltage regulator room outside the TG building for improved cooling efficiency and operational reliability.

8. SBU1 Unit-1: Replacing the thermostatic valve with a spool piece in BFP-1A reduced oil temperature, saving Rs. 59,290, 19,200 kg CO2/day, and improving equipment life.

9. SBU1 Unit-1: Reusing condenser flood test water saved 250 m3 of DM water per cycle, reducing costs, preventing CEP damage, and supporting sustainability goals.

10. RO Plant: Reused 1,258 million liters for cooling, 368 million for beneficiation, and 1,400 m3 rainwater, improving chemical efficiency and boosting DM plant output.

11. SBU1 & SBU2: Recirculating 14,713 tons of bottom ash optimizes fuel use, reduces waste, and improves boiler efficiency, resulting in cost savings.

12. Fly Ash: Recirculating 20,614 tons of high LOI fly ash reduces LOI,

enhances fuel efficiency, boosts fly ash sales, and promotes sustainable waste management.

Ratnagiri Plant

1. Energy Savings:

• Reduction in auxiliary power consumption by 263 kWh resulted in annual savings of approximately 2.03 MUs, translating to a monetary benefit of Rs. 1.01 crore.

• Heat rate improvement of 34.0 kCal/kWh resulted in annual savings of coal approximately 8,729 MT, translating to a monetary benefit of Rs. 8.10 crore.

2. Reliability and Safety Improvements:

• Provision of alternate power sources for critical systems (GIS Battery Chargers).

• I nstallation of new battery banks in the 400 kV Switchyard.

• Conducting Partial Discharge (PD) and Leakage Current Measurement (LCM) tests on critical equipment to ensure healthiness and reliability.

• I nstallation of loT-based vibration sensors on critical equipment to enhance predictive maintenance and improve Mean Time Between Failures (MTBF).

• Completed retrofitting of Chinese Electrostatic Precipitator (ESP) transformer controllers with 10 new GE TEK make controllers, improving reliability and control system performance.

• Installed five new VD4-type Vacuum Circuit Breakers (VCBs) for the Coal Mills, enhancing switchgear system safety and reliability.

• Conducted Automatic Voltage Regulator (AVR) Power System Stabilizer (PSS) step tests and real and reactive power assessments at various load conditions for Unit- 1 and Unit-2 to ensure regulatory compliance and system stability.

• Replaced all 24 power cables for Unit-1 and Unit-2 Cooling Tower (CT) fan motors with new cables to address frequent failures and improve system reliability.

• Installed a Static Var Generator panel at Nivali Pumping Station, resulting in an improvement of the power factor from 0.90 to 0.99 and reducing electricity consumption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): No technology has been imported during the last three financial years

(iv) The expenditure incurred on Research and Development: The Company did not carry out any core R S D work during FY 2025.

(v) Future Plans:

Vijayanagar Plant

1. Modification of SBU2 U1 S U2 boilers to accommodate 300 Nm7hr of waste gas from the steel plant for each unit, thereby reducing coal consumption.

2. Preparation of startup dashboards for realtime monitoring and startup optimization.

3. Development of PG test dashboards for real-time monitoring and comparison of PG test data.

Ratnagiri Plant

1. DCS Upgradation: Upgrading the Main Plant Control System.

2. Seawater RO Plant Installation: To reduce dependency on raw water sources.

3. Boiler Study: Evaluating Indian coal firing options to optimize generation costs.

4. Circulating Water (CW) System Enhancement: Including installation of a condenser backwash system and suction screens.

5. Fire-Fighting System Enhancement:

Strengthening the existing systems.

6. Switchgear Reliability Improvement:

Retrofitting circuit breakers in MV Switchgear Panels.

7. PLCC System Upgrade: Modernizing to a digital panel supporting IEC104.

8. Control Switching Device Installation: For GT bays.

9. Emission Control Devices: Installation on DG sets.

10. Automatic Power Scheduling: To enhance power management efficiency.

11. Installation of Triaxial Vibration Sensors: To enhancing predictive maintenance capabilities and enabling early detection of potential equipment issues to improve reliability and reduce downtime.

12. Main Plant Automatic Voltage Regulator (AVR) Upgradation: Upgradation of the Main Plant Automatic Voltage Regulator AVR to enhance generator voltage stability and system reliability.

13. Bus Reactor-2 Revamping: Revamping of Bus Reactor-2 to improve system performance, enhance operational reliability, and extend equipment life.

14. SF6 Breaker Upgradation to VD4 Breaker: Replacement of existing SF6 circuit breakers with VD4 vacuum circuit breakers to improve environmental compliance

15. Centralized Fire Alarm System Upgradation: Upgradation of the Fire Alarm System by extending coverage to the Main Store and Coal Handling Plant (CHP) areas, thereby strengthening plant-wide fire safety measures.

16. Retrofitting of ESP Transformer Rectifier (TR) Controllers: Retrofitting of Electrostatic Precipitator (ESP) TR Controllers to enhance the reliability and performance of the emission control system.

(C) Foreign exchange earnings and outgo

The foreign exchange inflow of the Company for the year under review amounted to Rs. 28.01 crore and foreign exchange outflow amounted to Rs. 1,486.08 crore.

28. 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 is provided in a separate annexure forming 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. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company and any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo mandatory training/ certification on the Prevention of Sexual Harassment Act to sensitize themselves and deepen their awareness.

The Company has constituted ICCs across all relevant locations of the Company in India to consider and resolve sexual harassment complaints reported pursuant to the provisions of the Prevention of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. Over the years, the Company has worked extensively on creating awareness on relevance of sexual harassment issues and innovative measures to help employees understand the forms of sexual harassment.

The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act. During FY 2025, the Company did not receive any complaints pertaining to sexual harassment, and accordingly, no complaints were required to be disposed off. Further, there were no cases pending for more than 90 days during FY 2025.

30. Cyber Security

I n view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in line with the threat scenarios. The Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

31. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during FY 2025:

• Details relating to deposits covered under Chapter V of the Act are not applicable as no amount was accepted or renewed falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during FY 2025.

• Neither the Managing Director nor the Wholetime Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any bank or financial institution.

32. Acknowledgements

Your Directors place on record their sincere thanks to the shareholders, debenture holders, customers, suppliers, vendors, investors, stock exchanges, banks and other financial institutions and all other stakeholders and anticipate their continued support in future.

Your Directors also appreciate the efforts, teamwork and professionalism of the employees of the Company.