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JSW Energy Ltd.

BSE: 533148 Sector: Infrastructure
NSE: JSWENERGY ISIN Code: INE121E01018
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OPEN 247.95
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VOLUME 1110444
52-Week high 369.00
52-Week low 182.00
P/E 60.74
Mkt Cap.(Rs cr) 39,760
Buy Price 241.40
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Sell Price 241.75
Sell Qty 212.00
OPEN 247.95
CLOSE 248.25
VOLUME 1110444
52-Week high 369.00
52-Week low 182.00
P/E 60.74
Mkt Cap.(Rs cr) 39,760
Buy Price 241.40
Buy Qty 332.00
Sell Price 241.75
Sell Qty 212.00

JSW Energy Ltd. (JSWENERGY) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 28th Annual Report and the auditedFinancial Statement of the Company for the year ended 31st March 2022.

1. Financial performance

The financial performance of the Company for the year ended 31st March2022 is summarized below:

('in crore)

Particulars

Standalone

Consolidated

FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Total Income 3871.00 2959.94 8735.84 7159.65
Profit before Interest Depreciation Tax and Exceptional Items 1272.77 875.91 4137.69 3144.03
Finance Cost 127.00 210.10 776.91 895.65
Depreciation and Amortisation Expense 327.69 358.07 1131.05 1166.94
Share of Profit of an Associate / Joint Venture - - 8.54 17.15
Profit before Tax 818.08 307.74 2238.27 1098.59
Tax Expense (248.26) (121.56) (494.79) (275.91)
Profit for the year attributable to: Owners of the Company 569.82 186.18 1728.62 795.48
Profit for the year attributable to: Non-controlling interest in the Company - - 14.86 27.20
Other Comprehensive Income (attributable to Owners of the Company) 1691.10 2208.00 1576.99 2227.29
Other Comprehensive Income (attributable to Non-controlling interest in the Company) - - (4.08) (12.08)
Total Comprehensive Income (attributable to Owners of the Company) 2260.92 2394.18 3305.61 3022.77
Total Comprehensive Income (attributable to Non-controlling interest in the Company) - - 10.78 15.12

2. Result of operations and the state of affairs

Standalone

Total revenue of the Company for fiscal 2022 stood at '3871.00 crore as against'2959.94 crore for fiscal 2021 showing an increase of 31%.

EBITDA for fiscal 2022 stood at '1272.77 crore as against '875.91 crore for fiscal2021 showing an increase of 45%.

Profit after tax for fiscal 2022 stood at '569.82 crore as against '186.18 crore forfiscal 2021 showing an increase of 206%.

Net worth increased to '13487.71 crore at the end of fiscal 2022 from '11632.34 croreat the end of fiscal 2021. The increase in net worth is due to profit for the year andincrease in the value of listed equity investments through other comprehensive income.

Net debt gearing stood at 0.08 times as at the end of fiscal 2022 compared to 0.12times as at the end of fiscal 2021.

Consolidated

Revenue for fiscal 2022 stood at '8735.84 crore as against '7159.65 crore for fiscal2021 showing an increase of 22%.

EBITDA for fiscal 2022 stood at '4137.69 crore as against '3144.03 crore for fiscal2021 showing an increase of 32%.

Profit after tax for fiscal 2022 stood at '1728.62 crore as against '795.48 crore forfiscal 2021 showing an increase of 117%.

Net worth increased to '17414.90 crore in fiscal 2022 from '14507.00 crore at the endof fiscal 2021. The increase in net worth is due to profit during the year and increase inthe value of listed equity investments through other comprehensive income.

Net debt gearing stood at 0.40 times as at end of fiscal 2022 compared to 0.43 times asat the end of fiscal 2021.

Effects of COVID-19 on the business of the Company

During fiscal 2022 India saw second and third waves of COVID-19 driven by the highlytransmissible Delta and Omicron COVID variants respectively. This led to a fresh set ofrestrictions in the country which impacted the economic activity although to a lowerextent as compared to the previous fiscal year. Global supply chain and logisticsdisruption container capacity constraints and geo-political tensions resulted in anincrease in the freight costs and delivery times and higher commodity prices (e.g.imported coal price).

Despite such a situation the Company’s plant operations continued to runsmoothly while ensuring adherence to necessary safety measures. As the majority of thepower generation capacity is tied-up under long-term Power Purchase Agreements (PPA) undera two- part tariff structure the Company in general continues to receive fixed capacitycharges based on availability which largely insulates it against any major swings inearnings. A majority of our power generating stations operated at a higher PLF during theyear. Although the Company witnessed higher imported coal prices especially towards theend of the year under review it did not have any material impact as fuel cost is apass-through in almost all PPAs. Further through effective receivables management theCompany ensured timely collection of receivables from its customers (State DistributionCompanies and Commercial S Industrial Consumers). Moreover despite COVID-19 relateddisruptions the Company completed the construction of its 225 MW utility scale solarproject in Vijayanagar Karnataka in a record time of less than 12 months.

For further details on the Company’s performance operations and strategies forgrowth please refer to the Management Discussion and Analysis section which forms a partof this Annual Report.

Re-organisation of the Company's Green and Grey Businesses:

The Board at its meeting held on 25th November 2021 had approved there-organisation of the Company’s Green (Renewable) Business and Grey (Thermal)Business for streamlining the renewable portfolio and setting up a holding

structure to potentially unlock and enhance shareholdersRs.value going ahead. Pursuantto the same the following actions to effectuate the reorganisation have been completedduring the year under review:

1. 100% of the equity shares held by JSW Future Energy Limited (JSWFEL) in (i) JSWRenew Energy (Kar) Limited (JSWREKL) and (ii) JSW Renewable Energy (Dolvi) Limited(JSWREDL) were transferred to JSW Neo Energy Limited (JSWNEL).

2. 100% of the equity shares held by JSW Hydro Energy Limited (JSWHEL) in JSW Energy(Kutehr) Limited (JSWEKL) were transferred to JSWNEL.

3. 100% of the equity shares held by the Company in JSWHEL were transferred to JSWNEL.

Consequent to the aforesaid transfers JSWREKL JSWREDL JSWEKL and JSWHEL have becomewholly owned subsidiaries of JSWNEL.

4. The Scheme of Amalgamation was filed with the Hon’ble National Company LawTribunal Mumbai (NCLT) for the merger of JSWFEL with JSWNEL wherein all the assets andliabilities of JSWFEL will be transferred to JSWNEL including but not limited toinvestments in JSW Renew Energy Limited (JSWREL) JSW Renew Energy Two Limited (JSWRETL)JSW Renewable Energy (Vijayanagar) Limited (JSWREVL) and JSW Renew Energy (Raj) Limited(JSWRERL). These companies will become subsidiaries of JSWNEL. The said Scheme ispresently pending before the Hon’ble NCLT.

Post consummation of the aforesaid transactions JSWNEL would house the renewablebusinesses by way of holding equity shares in inter-alia the following companies:JSWREKL JSWREDL JSWREL JSWRETL JSWREVL JSWRERL JSWEKL and JSWHEL.

3. Transfer to Reserves

The Company does not propose to transfer any amount (previous year NIL) to the reservesfrom surplus. An amount of '4398.46 crore (previous year '4230.20 crore) is proposed tobe held as Retained Earnings.

4. Dividend

Your Directors have recommended a dividend of '2 (20%) per share for the financial year2021-22 [previous year '2 (20%) per share] for the approval by the Members at the ensuing28th Annual General Meeting.

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

5. Financial Statement

The audited Standalone and Consolidated Financial Statements of the Company which forma part of this Annual Report have been prepared in accordance with the provisions of theCompanies Act 2013 ("Act") Regulation 33 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") and the Indian Accounting Standards.

6. Subsidiaries Associates and Joint Ventures

The performance and financial position of each of the subsidiaries associates andjoint venture companies for the year ended 31st March 2022 in the prescribedformat AOC-1 is attached as Annexure A to the Consolidated Financial Statement of theCompany and forms a part of this Annual Report.

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

During the year under review the Company voluntarily applied for striking off the nameof JSW Electric Vehicles Private Limited (JSWEVPL) a wholly owned subsidiary of theCompany pursuant to which JSWEVPL was struck off from the Register of Companies witheffect from 29th March 2022. Other than the above no company has ceased to bea subsidiary associate or joint venture of the Company during the year under review.

Domestic Subsidiaries

A. JSW Energy (Barmer) Limited (JSWEBL)

JSWEBL is a wholly owned subsidiary of the Company. The share capital of JSWEBL stoodat '1991.82 crore as at 31st March 2022.

The power plant was commissioned in the financial year 2012-13 and comprises of eightlignite-based units of 135 MW each aggregating to 1080 MW.

JSWEBL sources lignite from Barmer Lignite Mining Company Limited and sells the entirepower generated to the Rajasthan Distribution Companies (''Discoms’’) under a30-year Power Purchase Agreement.

During the year JSWEBL achieved a Deemed Plant Load Factor of 80.81% (previous year82.14%) and a Plant Load Factor of 75.86% (previous year 74.26%) with a gross generationof 7177 million units (previous year 7026 million units). Its net generation afterauxiliary consumption of 6515 million units (previous year 6369 million units) was soldto Discoms.

The tariff charged by JSWEBL is governed by Section 62 of the Electricity Act 2003 anddetermined as per the regulation laid down by the Rajasthan Electricity RegulatoryCommission ('RERC’). RERC has granted an Interim Tariff based on which JSWEBL hascontinued to raise bills and recognise revenue in its books.

JSWEBL recorded a total revenue including other income of '2740.46 crore (previousyear '2744.45 crore) and a profit after tax of '444.15 crore (previous year '421.67crore) on a standalone basis and a profit after tax of '452.69 crore (previous year'438.82 crore) on a consolidated basis during the financial year 2021-22.

During the year under review JSWEBL issued and allotted 1265769998 equity sharesby way of a bonus issue by capitalizing '1265.77 crore standing to the credit of itsretained earnings resulting in an increase in its paid-up capital from '1726.05 crore to'2991.82 crore. Later during the year JSWEBL bought-back 100 crore equity sharesamounting to '1000 crore. Post the buy-back the paid-up capital of JSWEBL is '1991.82crore.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL is a 51:49 joint venture between Rajasthan State Mines and Minerals Limited(RSMML) a Government of Rajasthan enterprise and JSW Energy (Barmer) Limited (JSWEBL).BLMCL was set up to develop lignite mines in two contiguous blocks viz. Kapurdi andJalipa in the District of Barmer in Rajasthan.

JSWEBL has invested equity of '9.80 crore in BLMCL besides providing an unsecuredsubordinate debt of '567.64 crore as on 31st March 2022.

BLMCL has incurred project cost of '2298.54 crore as at 31st March 2022which is subject to audit.

BLMCL achieved production of 4.47 million tonnes of lignite from Kapurdi Mines and 1.60million tonnes of lignite from Jalipa Mines in the financial year 2021-22. BLMCL suppliedits entire lignite production to meet the total fuel requirement of JSWEBL’s powerplant.

The transfer price of lignite is determined by the Rajasthan Electricity RegulatoryCommission (RERC). While the final transfer price is yet to be approved RERC has grantedan interim transfer price based on which BLMCL has continued to raise bills and recogniserevenue in its books.

In early April 2022 BLMCL was directed by RSMML to stop mining operations at the twolignite mines (Kapurdi and Jalipa) in Rajasthan. However RSMML was directed by theGovernment of Rajasthan to ensure uninterrupted lignite supply to the 1080 MW power plantoperated by JSWEBL at Barmer Rajasthan. Thereafter the Government of Rajasthan vide aletter dated 28th April 2022 has permitted BLMCL to continue lignite miningoperations for another three months. The Company would continue to work with the relevantstakeholders to ensure continuous lignite supply to JSWEBL’s 1080 MW power plant atBarmer.

B. Jaigad PowerTransco Limited (JPTL)

JPTL is a 74:26 joint venture between the Company and Maharashtra State ElectricityTransmission Company Limited a Government of Maharashtra enterprise. The Company hasinvested '101.75 crore as equity in JPTL as at 31st March 2022.

JPTL has been set up under the Public Private Partnership (PPP) model for developmentof the transmission system as an integral part of Intra-State transmission system aimed at

evacuation of power generated from the Company’s 1200 MW Ratnagiri Power Plantand also from other proposed projects in the region.

JPTL has been granted transmission license to establish maintain and operate thetransmission system for 25 years by Maharashtra Electricity Regulatory Commission (MERC)and has complied with all regulatory requirements under the same during the financial year2021-22.

JPTL maintained a high availability of the transmission system at 99.63% (previous year99.77%) during the financial year 2021-22 generating a total revenue of '72.84 crore(previous year '73.13 crore) and a net profit after tax of '28.64 crore (previous year'25.16 crore).

C. JSW Power Trading Company Limited (JSWPTC)

JSWPTC is a wholly owned subsidiary of the Company. JSWPTC has been facilitating theGroup companies by supplying power from their plants directly to the utilities / industryunder spot / term agreements. The Company has invested '83.25 crore in aggregate in JSWPTCas at 31st March 2022 comprising of equity of '70.05 crore and preferenceshares of '13.20 crore. JSWPTC achieved a total trading volume of 967 million units(previous year 602 million units) generating a total revenue of '9.71 crore (previous year'1.75 crore) with profit after tax of '6.74 crore (previous year '0.46 crore).

JSWPTC is a member of the Power Exchange of India Limited as well as the Indian EnergyExchange Limited.

D. JSW Energy (Raigarh) Limited (JSWERL)

JSWERL is a wholly owned subsidiary of the Company. The Company has invested '115.28crore as equity in JSWERL as at 31st March 2022.

JSWERL has been incorporated for setting up a coal based 1320 MW power plant inRaigarh District Chhattisgarh. A part of the land required for the project has alreadybeen acquired as also the environment clearance from the Ministry of Environment Forestand Climate Change. JSWERL is yet to commence project construction activities.

E. JSW Neo Energy Limited (JSWNEL)

JSWNEL is a wholly owned subsidiary of the Company incorporated on 6th July2021. The Company has invested '50 crore as equity in JSWNEL as at 31st March2022.

During the year under review as stated above JSWHEL JSWREDL JSWREKL and JSWEKL weretransferred to JSWNEL and have thus become its wholly-owned subsidiaries. Accordinglythese subsidiaries of JSWNEL are step-down subsidiaries of the Company.

For taking up various renewable energy projects the following companies wereincorporated as wholly owned subsidiaries of JSWNEL during the year under review:

JSW Energy PSP Two Limited and JSW Energy PSP Five Limited were incorporated on 7thSeptember 2021;

JSW Energy PSP One Limited JSW Energy PSP Four Limited and JSW Renew Energy ThreeLimited were incorporated on 8th October 2021;

JSW Energy PSP Three Limited was incorporated on 21st October 2021;

JSW Renew Energy Five Limited was incorporated on 10th March 2022;

JSW Renew Energy Six Limited was incorporated on 11th March 2022; and

JSW Renew Energy Seven Limited was incorporated on 14th March 2022.

The name of JSW Energy PSP Four Limited was changed to JSW Renew Energy Four Limitedwith effect from 10th January 2022 and the name of JSW Energy PSP Five Limitedwas changed to JSW Green Hydrogen Limited with effect from 23rd February 2022.

JSW Hydro Energy Limited (JSWHEL)

JSWHEL was a wholly owned subsidiary of the Company until 14th March 2022.As a part of the re-organisation of the Company’s Green and Grey Businesses theCompany on 15th March 2022 transferred its entire equity shareholding inJSWHEL to JSWNEL a wholly-owned subsidiary of the Company at a book value of '2046.01crore. Consequent to the said transfer JSWHEL has become a wholly-owned subsidiary ofJSWNEL and a step-down subsidiary of the Company.

JSWHEL owns two hydro-electric power plants in the state of Himachal Pradesh at KarchamWangtoo and Baspa.

Karcham Wangtoo Plant

The Karcham Wangtoo plant is a 1000 MW (4X250 MW) run of the river hydro-electricpower plant located on river Sutlej in district Kinnaur of Himachal Pradesh. It has anin-built capacity of 1091 MW with 10% overload and design energy of 4131 million unitsfor 1000 MW capacity.

In April 2021 the Central Electricity Authority gave approval to uprate the capacityof the Karcham Wangtoo plant from 1000 MW to 1091 MW in two stages i.e. 1000 MW to1045 MW (with 10% continuous overload) in the first stage for two monsoon seasons and to1091 MW (with 10% continuous overload) thereafter. This capacity uprating by 9% to 1091MW entails no additional capital expenditure. Further necessary approvals required fromother authorities for the capacity uprating have since been received. JSWHEL has a PowerPurchase Agreement through PTC India Limited for the 880 MW saleable capacity of theKarcham plant net of 12% free power to Government of Himachal Pradesh (GoHP) for theinitial 12 years and 18% free power thereafter with various distribution utilities likeHaryana Uttar Pradesh Punjab and Rajasthan on long term basis valid till 13thSeptember 2046. The additional capacity of 45 MW added during the year is being soldthrough short term arrangements.

During the year ended 31st March 2022 the Karcham Wangtoo plant achieved aPlant Load Factor of 46.91% with gross generation of 4243.46 million units and netgeneration of 3706.89 million units after adjusting auxiliary consumption and 12% freepower supply to GoHP.

The plant generated a total revenue of '1637.49 crore (previous year '983.35 crore)during the financial year 2021-22.

Baspa Plant

The Baspa plant is a 300 MW (3X100 MW) run of the river hydro-electric power plantlocated on the river Baspa a tributary of river Sutlej in district Kinnaur HimachalPradesh with a design energy of 1213 million units.

JSWHEL has a Power Purchase Agreement with Himachal Pradesh State Electricity BoardLimited valid till 7th June 2043 for the entire 264 MW saleable capacity ofthe Baspa plant net of 12% free power to GoHP.

During the year ended 31st March 2022 the Baspa plant achieved a PlantLoad Factor of 50.24% with gross generation of 1320.37 million units and net generationof 1149.18 million units after adjusting auxiliary consumption and 12% free power supplyto GoHP.

The plant generated a total revenue of '218.82 crore (previous year '239.26 crore)during the financial year 2021-22.

JSW Energy (Kutehr) Limited (JSWEKL)

JSWEKL was a wholly owned subsidiary of JSWHEL until 13th March 2022. On 14thMarch 2022 as a part of the re-organisation of the Company’s Green and GreyBusinesses JSWHEL transferred its entire equity shareholding in JSWEKL to JSWNEL awholly-owned subsidiary of the Company at a book value of '789.33 crore. Consequent tothe said transfer JSWEKL has become wholly-owned subsidiary of JSWNEL and continues to bea step-down subsidiary of the Company. The paid-up capital of JSWEKL as at 31stMarch 2022 is '798.00 crore.

JSWEKL resumed construction activities at the 240 MW Kutehr Hydro Electric Project(HEP) during the financial year 2019-20. All the six major contracts (2 civil packages 1hydro-mechanical 1 electro-mechanical 1 aqueduct works and 1 design S engineering) havebeen awarded.

Status of works as of 31st March 2022 is as furnished below:

• Barrage excavation (left bank) completed to the tune of 146631 cubic metersout of 158696 cubic meters. Barrage excavation (right bank) completed to the tune of9072 cubic meters out of 52101 cubic meters. Concrete of Left Half of Barrage 56333cubic meters out of 69646 cubic meters completed. Concrete of Right Half of Barrage 3050cubic meters out of 90079 cubic meters completed.

• Intake S Cut-n-cover excavation completed.

• Feeder Tunnel #1 excavation: 528.5 m achieved out of 593 m.

• Feeder Tunnel #2 excavation: 626.8 m achieved out of 639 m.

• Silt Flushing Tunnel: 314.4 m achieved out of 532.13 m.

• Head Race Tunnel: Five out of Six Construction Adits to HRT completed Adit 6excavation is

under progress (i.e. 1453.5 m out of 1612 m completed). 9385 m out of 14538 m ofHead Race Tunnel excavation completed.

JSWEKL has signed a long term Power Purchase Agreement (PPA) on 5th March2022 with Haryana Power Purchase Centre for purchase of power on behalf of Uttar HaryanaBijli Vitran Nigam (UHBVN) and Dakshin Haryana Bijli Vitran Nigam (DHBVN) from the 240 MWKutehr HEP. The PPA is valid for a period of 35 years. With the signing of this PPA theentire 240 MW capacity of Kutehr HEP has been tied up on a long term basis.

JSW Renewable Energy (Dolvi) Limited (JSWREDL)

JSWREDL was incorporated on 3rd September 2020 as a wholly owned subsidiaryof JSWFEL for the purpose of setting up renewable energy projects for JSW Group companiesunder the group captive scheme in the state of Maharashtra. As a part of there-organisation of the Company’s Green and Grey Businesses on 3rdDecember 2021 JSWFEL transferred its entire equity shareholding in JSWREDL to JSWNEL awholly-owned subsidiary of the Company at a book value of '22.10 crore. Consequent to thesaid transfer JSWREDL has become a wholly-owned subsidiary of JSWNEL and continues to bea step-down subsidiary of the Company.

JSWREDL is setting up a 95 MW wind power plant for JSW Group companies in the state ofMaharashtra. The Power Purchase Agreement dated 29th July 2021 has been signedwith JSW Steel Limited and project development activities are progressing well.

JSW Renew Energy (Kar) Limited (JSWREKL)

JSWREKL was incorporated on 22nd May 2021 as a wholly-owned subsidiary ofJSWFEL and a step down subsidiary of the Company for the purpose of setting up projects inthe renewable energy space. As a part of the re-organisation of the Company’s Greenand Grey Businesses on 3rd December 2021 JSWFEL transferred the entireequity share capital held in JSWREKL to JSWNEL a wholly-owned subsidiary of the Companyat a book value of '0.01 crore. Consequent to the said transfer JSWREKL has become awholly-owned subsidiary of JSWNEL and continues to be a step- down subsidiary of theCompany.

F. JSW Future Energy Limited (JSWFEL) (formerly known as JSW Solar Limited)

JSWFEL is a wholly owned subsidiary of the Company incorporated on 1stJanuary 2018. The Company has invested '331.68 crore as equity in JSWFEL as at 31stMarch 2022

JSWFEL was incorporated to grow the Company’s footprint in the renewable energyspace as a measured step towards portfolio enhancement and diversification over the nextfew years. JSWFEL through its wholly owned subsidiaries is developing 810 MW Blended WindCapacity S 450 MW Wind Capacity awarded under SECI Tranche IX S X tender respectively.Details of the same are as below.

JSW Renewable Energy (Vijayanagar) Limited (JSWREVL)

JSWREVL is a wholly owned subsidiary of JSWFEL incorporated on 14th January2020 with the intent of setting up renewable energy projects for JSW Group companies underthe group captive scheme in the states of Karnataka and Tamil Nadu.

JSWFEL and JSW Steel Limited (JSWSL) have entered into a 74 : 26 Joint VentureAgreement on 23rd March 2022 pursuant to which JSWSL had agreed to acquire26% stake in JSWREVL. Accordingly JSWSL become a shareholder of JSWREVL to qualify as acaptive user under the rules of the Electricity Act 2003.

JSWREVL has set up 225 MW solar project and is setting up 600 MW wind project in thestate of Karnataka and 38 MW wind project in the state of Tamil Nadu for JSW Groupcompanies under the Group Captive scheme. A Power Purchase Agreement for 25 years has beensigned with JSWSL on 29th July 2021 and project development activities areprogressing well.

JSWREVL has already commenced operations at the 225 MW Solar plant at VijayanagarKarnataka on 6th April 2022. This solar project has commenced operations in arecord time of less than 12 months despite several headwinds like Covid-19 relateddisruptions elevated commodity prices and global supply chain outages.

JSWFEL has invested '217.61 crore as equity in JSWREVL as at 31st March2022.

JSW Renew Energy Limited (JSWREL)

JSWREL is a wholly-owned subsidiary of JSWFEL incorporated on 5th March2020 for the purpose of

setting up projects in the renewable energy space. Accordingly JSWREL is a step downsubsidiary of the Company.

JSWREL has signed Power Purchase Agreements with Solar Energy Corporation of IndiaLimited (SECI) for 810 MW Blended Wind Capacity under Tranche-IX tender. The project isexpected to be commissioned within 24 months from signing of the Power PurchaseAgreements. JSWFEL has invested '553.18 crore in aggregate in JSWREL as at 31stMarch 2022 consisting of equity of '435.48 crores and Optionally Convertible Debenturesof '117.70 crore. All the major contracts have been awarded and project developmentactivities are progressing well.

JSW Renew Energy Two Limited (JSWRETL)

JSWRETL is a wholly-owned subsidiary of JSWFEL incorporated on 26th March2021 for the purpose of setting up projects in the renewable energy space. AccordinglyJSWRETL is a step down subsidiary of the Company.

On 15th September 2021 JSWRETL has signed Power Purchase Agreements withSolar Energy Corporation of India Limited (SECI) for 450 MW Wind Capacity under theTranche-X tender. The power will be procured by Rajasthan Discoms. The project is expectedto be commissioned within 18 months from the date of signing the Power PurchaseAgreements. JSWFEL has invested '229.93 crore as equity in JSWRETL as at 31stMarch 2022. All the major contracts have been executed and project development activitiesare progressing well.

JSW Renew Energy (Raj) Limited (JSWRERL)

JSWRERL is a wholly owned subsidiary of JSWFEL incorporated on 20th May2021 for the purpose of setting up projects in the renewable energy space. AccordinglyJSWRERL is a step down subsidiary of the Company. JSWFEL has invested '2.40 crore asequity in JSWRERL as at 31st March 2022.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML is a wholly owned subsidiary of the Company incorporated in April 2010 inMauritius for overseas acquisition of coal assets. It has downstream investment of '45.17crore in 100% equity of JSW Energy Natural Resources South

Africa (PTY) Limited and advanced '370.36 crore as loan as on 31st March2022.

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

JSWENRSAL is a wholly owned subsidiary of JSWENRML. As on 31st March 2022JSWENRSAL has invested '26.83 crore in acquiring 100% equity of Royal Bafokeng Capital(Proprietary) Limited and '8.21 crore in acquiring 100% equity of Mainsail Trading 55Proprietary Limited.

Further JSWENRSAL has invested an amount of '6.78 crore in 10.97% equity of SouthAfrican Coal Mining Holdings Limited (SACMH) and advanced '343.14 crore as loan to SACMHand its subsidiaries as on 31st March 2022.

B. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44%. in SACMH as at 31stMarch 2022. SACMH together with its subsidiaries owns a coal mine with more than 32million tonnes of resources along with supporting infrastructure like coal washeryrailway siding and equity investment based capacity allocation of 0.5 mtpa at Richards BayCoal Terminal. While the mine is presently under care and maintenance pending receipt ofrequisite licences SACMH uses its logistical and infrastructural assets to generaterental income to defray the costs incurred.

7. 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 thebusiness of designing manufacturing marketing and maintenance services of mid tolarge-size (500 MW to 1000 MW) Supercritical Steam Turbines and Generators. As on 31stMarch 2022 Toshiba Group Japan holds 94.11% and JSW Group holds 5.89% in Toshiba JSW.

The Company has invested '100.23 crore in Toshiba JSW. The Company has been providingfor its share of the losses of Toshiba JSW in its consolidated books of account. Thecumulative share of losses of the Company has exceeded the value of its investment inToshiba JSW. Toshiba JSW plans to continue its business by expanding the servicebusinesses and increasing collaboration jobs for various projects of Toshiba Japan.

Power Exchange India Limited (PXIL)

The Company had invested '1.25 crore in PXIL a company promoted by National StockExchange of India Limited and National Commodities & Derivatives Exchange Limited.PXIL provides the platform for trading in electricity and Renewable Energy Certificates(REC). JSWPTC is also a member of PXIL.

Ind Barath Energy (Utkal) Limited - Resolution Plan (IBEUL)

The Company had submitted a resolution plan in the corporate insolvency resolutionprocess of Ind-Barath Energy (Utkal) Limited (IBEUL) on 3rd October 2019. Postapproval of the Resolution Plan by the Committee of Creditors (CoC) the ResolutionProfessional (RP) filed an application (Plan Approval Application) before the NationalCompany Law Tribunal Hyderabad bench (NCLT) for approval of the same. Pending suchapproval the Company filed an application (Termination Application) before the NCLT for adeclaration that the Resolution Plan stands terminated as per the terms of the ResolutionPlan due to occurrence of material adverse change (MAC) which has an adverse monetaryimpact on the assets of IBEUL. The NCLT vide its order dated 14th October 2021has ruled that the Termination Application is not maintainable considering a recentjudgment of the Supreme Court of India. The NCLT however did not decide on the issue ofwhether MAC had occurred or not.

The Company has been advised that the recent Supreme Court judgment is distinguishableon facts from the case of the Company and therefore there is a legitimate basis for theCompany to pursue its remedies before the appellate courts. Moreover the Plan ApprovalApplication is also still pending adjudication by the NCLT and as on date there is nofinality to the issue of the Company’s ability to terminate the Resolution Plan. TheCompany has also extended the validity of the earnest money deposit (EMD) and theperformance bank guarantee (PBG) submitted to the CoC by another year.

Jaiprakash Power Ventures Limited (JPVL) - Debt Resolution

During the financial year 2019-20 the Company entered into Debt Resolution Agreementwith JPVL to restructure the principal outstanding amount of '751.77 crore owed by JPVL.In terms of the Agreement the Company was allocated

351769546 shares of JPVL which the Company has sold in open market for partialrealization of its outstanding dues and the outstanding debt of '120 crore will be repaidby JPVL out of its available cash flows after paying 10% of the re-structured sustainabledebt to its secured lenders.

8. Share Capital

The paid up equity share capital of the Company as at 31st March 2022 is'1644.03 crore.

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

a) shares with differential rights

b) sweat equity shares.

During the year under review 1245187 equity shares in aggregate were issued andallotted under the JSW Employees Stock Ownership Plan - 2016 to the 'JSW Energy EmployeesESOP TrustRs.on 24th May 2021 8th September 2021 and 19thOctober 2021. Out of the said equity shares 422256 and 822931 equity shares wereallotted at the respective grant price of '51.80 and '51.96 per share.

9. Deposits

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

10. Non-Convertible Debentures

During the year ended 31st March 2022 the Company has redeemed / repaidNon-Convertible Debentures (NCDs) amounting to '500 crore. The redemption / repayment isin accordance with the terms of the respective issues. The NCDs are listed on BSE Limited.

11. Particulars of Loans Guarantees Investments and Securities

Particulars of loans given investments made guarantees given and securities providedalong with the purpose are given in the Notes to the Standalone Financial Statement.

12. Internal Financial Controls over Financial Statement

The details in respect of internal controls and internal financial controls and theiradequacy are included in the Management Discussion and Analysis which forms a part ofthis Report.

13. Particulars of Contracts or Arrangements with Related Parties

During the year under review the Company revised its Policy on Materiality of RelatedParty Transactions as also Dealing with Related Party Transactions in accordance with theamendments to applicable provisions of law / Listing Regulations.

The Company’s Policy on Materiality of Related Party Transactions as also Dealingwith Related Party Transactions as approved by the Board is available on the website ofthe Company at the link: www.jsw.in/investors/energy .

The Company on 15th March 2022 transferred the shares held by the Companyin JSW Hydro Energy Limited a wholly owned subsidiary of the Company to JSW Neo EnergyLimited also a wholly owned subsidiary of the Company at a book value of '2046.01 croreon an arm’s length basis. All other contracts / arrangements / transactions enteredinto during the financial year 2021-22 by the Company with Related Parties were in theordinary course of business and on an arm’s length basis. Related Party Transactionswhich are in the ordinary course of business and on an arm’s length basis ofrepetitive nature and proposed to be entered during the financial year are placed beforethe Audit Committee for prior omnibus approval. A statement giving details of all RelatedParty Transactions as approved is placed before the Audit Committee for review on aquarterly basis.

The Company has developed a framework for the purpose of identification and monitoringof such Related Party Transactions. The details of transactions / contracts / arrangementsentered into by the Company with Related Parties during the financial year under revieware set out in the Notes to the Financial Statement. The disclosure in Form AOC-2 isattached as Annexure A to this Report.

14. Disclosure under the Employee Stock Option Plan and Scheme

JSWEL Employees Stock Ownership Plan - 2016 (Plan 2016)

The Board of Directors of the Company at its meeting held on 20th January2016 formulated the JSWEL Employees Stock Ownership Plan - 2016 (Plan 2016) which isimplemented through the JSW Energy Employees ESOP Trust (Trust).

A total of 6000000 (Sixty Lakh) options were available for grant to the eligibleemployees of the Company and its Indian Subsidiaries including Whole-time Directors. TheCompensation Committee at its meeting held on 3rd May 2016 granted 2447355options being the first grant under Plan 2016 to the eligible employees of the Companyand its Indian Subsidiaries including Whole-time Directors. The grant of options to thethen Whole-time Directors of the Company was approved by the Nomination & RemunerationCommittee and the Board. 2494660 options being the second grant under Plan 2016 weregranted by the Compensation and Nomination & Remuneration Committee (CNRC) at itsmeeting held on 20th May 2017 under Plan 2016 to the eligible employees of theCompany and its Indian Subsidiaries including Whole-time Directors. Out of the saidoptions granted Ms. Monica Chopra Company Secretary was granted 37840 options. Thethird and final grant of 2323883 options was approved by the CNRC at its meeting held on1st November 2018 under Plan 2016 to the eligible employees of the Company andits Indian Subsidiaries including Whole-time Directors. Out of the said options grantedMr. Prashant Jain Joint Managing Director and CEO and Ms. Monica Chopra were granted373897 and 37398 options respectively.

As per Plan 2016 50% of the granted options will vest at the end of the third yearfrom the date of grant and the balance 50% at the end of the fourth year. Accordingly265390 options being the balance 50% of the options granted on 3rd May 2016and subsisting vested on 3rd May 2020 and 507344 options being 50% of theoptions granted on 20th May 2017 and subsisting vested on 20thMay 2020. However after appropriation of shares which lapsed due to non-exercise ofoptions during the prescribed time limit against the total requirement of 772734 equityshares the Company was required to issue 426504 equity shares to fulfill the aboverequirement.

Further 399364 options being the balance 50% of the options granted on 20thMay 2017 and subsisting vested on 20th May 2021 and further 120490 optionsalso vested upon superannuation of an employee. Accordingly the Company was required toallot 519854 equity shares. However after appropriation of shares which lapsed due tonon-exercise during the prescribed time limit the Company allotted 499120 equity sharesto the eligible employees on 24th May 2021 to fulfill the above requirement.

Thereafter 675388 options being 50% of the options granted on 1stNovember 2018 and subsisting vested on 1st November 2021 and 70679 optionsalso vested upon superannuation of an employee. Accordingly the Company allotted 746067equity shares to the eligible employees during the year under review.

JSW Energy Employees Stock Ownership Scheme - 2021 (JSWEL ESOP 2021)

Based on the recommendation of the CNRC the Board of Directors of the Company at itsmeeting held on 25th June 2021 formulated the JSW Energy Employees StockOwnership Scheme - 2021 (ESOS 2021) consisting of the following Plans for the employees ofthe Company and its Subsidiaries including Whole-time Directors in India in terms of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014as amended:

1) Shri. O. P. Jindal Employees Stock Ownership Plan (JSWEL) - 2021 (JSWEL OPJ ESOPPlan 2021)

2) Shri. O. P. Jindal Samruddhi Plan - 2021 (JSWEL OPJ Samruddhi Plan 2021)

The Trust would implement the same by acquiring shares of the Company through secondaryroute and / or in any other manner not exceeding in aggregate 5000000 equity shares forthe purpose of the ESOS 2021.

The Members of the Company at the 27th Annual General Meeting held on 4thAugust 2021 had inter-alia approved the JSWEL OPJ ESOP Plan 2021 and the JSWEL OPJSamruddhi Plan 2021.

The grant of share options also included grant to the Whole-time Directors of theCompany other than Promoter Director and Key Managerial Personnel and Senior ManagerialPersonnel of the Company.

Based on the approval of the Members of the Company the CNRC Committee approved the 1stGrant of Options under the JSW Energy Employees Stock Ownership Scheme - 2021 (JSWEL ESOP2021) as per the following details:

a) Aggregating to 472574 shares at an Exercise Price of '10 per share to the EligibleEmployees of the Company including Subsidiaries under the JSWEL OPJ ESOP Plan 2021. Thisincludes Grant of Options of 55100 shares to Mr. Prashant Jain Joint Managing Director SCEO and 19375 to Mr. Pritesh Vinay Director (Finance) and 12000 to Ms. Monica ChopraCompany Secretary of the Company. 25% of the above options will vest on 7thAugust 2022.

b) Aggregating to 2240650 shares at an Exercise Price of '10 per share to theEligible Employees of the Company including Subsidiaries under the JSWEL OPJ SamruddhiPlan 2021. Out of above grants 1st grant of 560162 options will vest on 7thAugust 2023 2nd grant of 560162 options will vest on 7th August2024 and 3rd grant of 1120326 options will vest on 7th August2025.

The applicable disclosures as stipulated under the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations 2021 ('SEBI (SBEB)Regulations’) for the year ended 31st March 2022 with regard to ESOP2016 and ESOS 2021 are provided on the website of the Company at the link:www.jsw.in/investors/energy and form a part of this Report.

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

There are no material changes in the Plan 2016 and 2021 and the same are in compliancewith the SEBI (SBEB) Regulations. The certificate from the Secretarial Auditor of theCompany that the aforesaid Schemes have been implemented in accordance with the SEBI(SBEB) Regulations alongwith the Resolution passed by the Members will be available forelectronic inspection by the Members at the forthcoming 28th Annual GeneralMeeting.

15. Credit Rating

During fiscal 2022:

• India Ratings and Research has upgraded long-term rating from 'INDAA-/StableRs.to 'IND AA/StableRs.on the long-term bank facilities S Non-ConvertibleDebentures of the Company and also reaffirmed a short-term rating of 'IND A1+Rs.on theShort Term Bank facilities and Commercial Papers of the Company.

• Brickwork Ratings reaffirmed the long-term rating of 'BWR AA- (Positive)Rs.onthe proposed Non-Convertible Debenture issue of the Company. Short-term rating of 'BWRA1+Rs.was reaffirmed on the Commercial Papers of the Company.

• CARE Ratings has withdrawn its rating for the long-term bank facilitiesincluding NonConvertible Debentures of the Company and Short-term Bank Facilities andCommercial Papers of the Company.

16. Awards

A keen focus on optimum utilisation of resources efficient operations occupationalsafety and minimising environmental impact provide the Company with due recognition eachyear.

During the year the Company won prestigious awards and recognitions including the"Golden Peacock Award for Occupational Health S Safety" organized by theInstitute of Directors which included all the operational Thermal S Hydro power plants.

During the year the Company also received the following awards:

Vijayanagar Plant

1. "SEEM National Energy Management Award 2020 under Gold category" inrecognition to efforts towards achieving sustainable energy performance by Society ofEnergy Engineers and Managers;

2. Certificate of Appreciation for timely return filing and sizeable payment of GST incash issued by the Central Board of Indirect Taxes S Customs Ministry of Finance;

3. Extra Mile Energy Conservation Awards

- 2021 under the highest Diamond

category for outstanding achievement in the area of Energy conservation by Green MapleFoundation;

4. Best Water Efficient Plant less than 500 MW category by Mission Energy New Delhi;

5. Energy Efficient Unit award for energy conservation at the National Award forExcellence in Energy Management 2021 by the Confederation of Indian Industry;

6. Prestigious award Unnatha Suraksha Puraskara for the Best Safety Management Systems& Safety Performance by National Safety Council Karnataka chapter;

7. CPP4 was awarded Excellent Energy Efficient Unit under the coal CPP greater than 50MW category for best Net Unit Heat Rate by Council of Enviro Excellence;

8. Diamond Award in GMF Ace Awards-2022 under the Corona Fighter Award Categoryorganized by Green Maple Foundation;

9. Innovation in Data Intelligence Award for Innovation in Data Intelligence byInternational Data Center TQM excellence awards; and

10. Twelve awards received at CCQC Nagpur Chapter under different categories like CaseStudies Essay Slogan competition and other competitions at the TQM excellence awards

Ratnagiri Plant

1. National Energy Management Award 2020 by Society of Energy Engineers & Managers(SEEM) in Gold category;

2. "Energy Efficient Unit" recognition in National Award for Excellence inEnergy Management organized by CM;

3. State Level Award for Excellence in Energy Conservation S Management by MEDA(Maharashtra Energy Development Agency a Govt. of Maharashtra Institution);

4. Quality Circle Awards for QCFI (Quality Circle Forum of India) and NCQC (NationalConvention on Quality Concepts) Awards;

5. Achieved Five Star Rating in Occupational Health and Safety Audit conducted by theBritish Safety Council demonstrating commitment towards continual improvement for healthand safety management systems

17. Disclosures related to Policies

A. Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified tobecome Directors on the Board of the Company and who may be appointed in senior managementpositions in accordance with the criteria laid down and recommend their appointment andremoval and also for the appointment of Key Managerial Personnel (KMP) of the Company whohave the capacity and ability to lead the Company towards achieving sustainabledevelopment.

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

• an optimum mix of qualifications skills gender and experience as identified bythe 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 byListing 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 SRemuneration Committee shall assess the appointee against a range of criteria includingqualifications age experience positive attributes independence relationships genderdiversity background professional skills and personal qualities required to operatesuccessfully in the position and has discretion to decide adequacy of such criteria forthe concerned position. All candidates shall be assessed on the basis of merit skills andcompetencies without any discrimination on the basis of religion caste creed or sex.

B. Remuneration Policy

The Company regards its employees as the most valuable and strategic resource and seeksto ensure a high performance work culture through a fair compensation structure which islinked to both the Company and individual performance. The compensation is therefore basedon 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 andsenior 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 andother employees and to stimulate excellence in their performance; and

iii. Remuneration is linked to performance.

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

The Remuneration Policy of the Company is available on the website of the Company atthe link: 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 this Policy has been amendedfrom time to time to ensure its continued relevance and to align it with the amendments toapplicable provisions of law. The Company undertakes CSR activities in accordance with thesaid Policy.

The Company has adopted a strategy for undertaking CSR activities through JSWFoundation and is committed to allocating at least 2% of average net profit of theprevious 3 years. The Company gives preference to the local areas in which it operates forthe CSR spend.

In line with the Company’s CSR Policy and strategy the Company plansinterventions inter alia in the field of health and nutrition education waterenvironment S sanitation agri-livelihoods livelihoods and other initiatives.

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

During the year under review the Company has spent the entire mandated amount of '6.82crore ('17.17 crore on a consolidated basis) on CSR activities.

Please refer to the Management Discussion and Analysis section of this Report forfurther details. The Annual Report on CSR activities is annexed as Annexure B and forms apart 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 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and theListing Regulations framed a 'Whistle Blower Policy and Vigil Mechanism’.

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour.

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

The Whistle Blower Policy was reviewed by the Board during the year under review toensure its continued relevance and to align it with changes in applicable law andregulations. The Whistle Blower Policy and Vigil Mechanism is available on the website ofthe Company at the link: 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 forsustainable growth and sound corporate governance by having a process of riskidentification and management in compliance with the provisions of the Companies Act 2013and the Listing Regulations.

The Company recognises that all emerging and identified risks need to be managed andmitigated 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 ofEnterprise Risk Management (ERM) to identify classify communicate respond to risks andopportunities based on probability frequency impact exposure and resultantvulnerability.

Pursuant to the requirement of Regulation 21 of the Listing Regulations the Companyhas constituted a committee of Directors called the Risk Management Committee to overseethe Enterprise Risk Management framework. The Risk Management Committee periodicallyreviews the framework including cyber security high risk items and opportunities whichare emerging or where the impact is substantially changing.

The Risk Management Policy was revised by the Board during the year under review toensure its continued relevance and to align it with changes in applicable law andregulations.

There are no risks which in the opinion of the Board threaten the existence of theCompany. Key risks and response strategies are set out in the Management Discussion andAnalysis 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 theCompany has framed a Policy for Performance Evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria for performanceevaluation of the Non - Executive Directors and Executive Directors. On the basis of thecriteria specified in this Policy evaluation of performance of the Individual Directorsduring the financial year 2021-22 was carried out by the Compensation and Nomination SRemuneration Committee while the Board carried out performance evaluation of IndependentDirectors its own performance and that of the working of its Committees.

G. Material Subsidiary Policy

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

Accordingly JSW Hydro Energy Limited and JSW Energy (Barmer) Limited were the material

subsidiaries of the Company during the financial year 2021-22.

The Policy may be accessed on the website of the Company at the link: 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 andadopted a Dividend Distribution Policy. The same is available on the website of theCompany at the link: www.jsw.in/investors/energy/jsw-energy-

corporate-governance-policies.

The salient features of the policy are reviewed hereunder:

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

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

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

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

During the year under review the Dividend Distribution Policy was reviewed by theBoard to ensure its continued relevance.

18. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulatedunder the Listing Regulations and accordingly the Corporate Governance Report and therequisite Certificate from Deloitte Haskins S Sells LLP the Statutory Auditor of theCompany regarding compliance with the conditions of Corporate Governance forms a part ofthis Report.

19. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations instead of publishing aBusiness Responsibility Report the Company has voluntarily published the BusinessResponsibility and Sustainability Report for the financial year ended 31stMarch 2022 which forms a part of the report and is available on the website of theCompany at the link: www.jsw.in/investors/energy.

20. Directors and Key Managerial Personnel

The Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 and Regulation 25(8) of the Listing Regulationsconfirming that they meet the criteria of independence as prescribed thereunder.

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

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

The Company familiarises the Independent Directors of the Company with their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model and related risks of the Company etc. Monthly updates onperformance/ developments are sent to the Directors. The brief details of thefamiliarisation programme are put up on the website of the Company at the link: www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies .

There were no changes in Key Managerial Personnel during the financial year 2021-22.

Resignation / Cessation

During the year under review the term of Mr. Sattiraju Seshagiri Rao as an IndependentDirector of the Company ended and consequently he ceased to be a Director of the Companywith effect from 3rd May 2021 Mr. Chandan Bhattacharya’s term as anIndependent Director was upto 31st March 2022 and consequently he ceased tobe a Director of the Company with effect from 1st April 2022.

Your Directors place on record their appreciation for the valuable contribution andsupport provided by Mr. Rao and Mr. Bhattacharya during their tenure.

No Independent Director has resigned before the expiry of his / her tenure.

Re-appointment / Appointment

The Board of Directors based on the recommendation of the Compensation and NominationS Remuneration Committee (CNRC) appointed Mr. Pritesh Vinay (DIN: 08868022) as anAdditional and Whole-time Director designated as 'Director (Finance)' of the Company fora period of 5 years from 24th March 2022 to 23rd March 2027subject to approval by the Members of the Company. Mr. Pritesh Vinay has been the ChiefFinancial Officer and Key Managerial Personnel of the Company with effect from 16thSeptember 2020. He continues to be a Key Managerial Personnel of the Company in hispresent capacity as Director (Finance).

Based on the recommendation of the CNRC the Board of Directors taking into accounthis credentials expertise and experience appointed Mr. Rajeev Sharma (DIN:00973413) asan Additional and Independent Director of the Company for a period of 3 consecutive yearsfrom 24th March 2022 to 23rd March 2025 subject to approval bythe Members of the Company.

The Board of Directors of the Company at its meeting held on 3rd May 2022based on the recommendation of the CNRC and based on their performance evaluationre-appointed Ms. Rupa Devi Singh (DIN:02191943) and Mr. Sunil Goyal (DIN:00503570) asIndependent Directors of the Company for a second term of 5 consecutive years from 17thJune 2022 to 16th June 2027 taking into account their past performancecontributions expertise and experience subject to approval by the Members of theCompany.

Mr. Prashant Jain (DIN:01281621) was re-appointed as a Whole-time Director of theCompany designated as 'Joint Managing Director and Chief Executive OfficerRs.for a periodof 5 years from 16th June 2022 to 15th June 2027 by the Board ofDirectors of the Company at its meeting held on 3rd May 2022 based on therecommendation of the CNRC and subject to approval by the Members of the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Prashant Jain (DIN: 01281621) retires by rotation at theforthcoming 28th Annual General Meeting and being eligible offers himself forre-appointment.

Necessary resolutions for approval of the appointment / re-appointment of the aforesaidDirectors have been included in the Notice of the forthcoming 28th AnnualGeneral Meeting of the Company. The Directors recommend the same for approval by theMembers.

Profiles of the aforesaid Directors seeking appointment / re-appointment as requiredunder Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the SecretarialStandard - 2 are given in Annexure - 1 to the Notice of the forthcoming 28thAnnual General Meeting.

21. DirectorsRs.Responsibility Statement

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

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

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts for the year under review on a'going concernRs.basis;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 theCompanies Act 2013 and the Listing Regulations. For details like composition number ofmeetings held attendance of members etc. of such Committees please refer to theCorporate 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 8 times. For details of themeetings of the Board please refer to the Corporate Governance Report which forms a partof this Annual Report.

24. Auditors and AuditorsRs.Reports

a. Statutory Auditor

I n line with Section 139 of the Companies Act 2013 and the Rules made thereunderDeloitte Haskins S Sells LLP Chartered Accountants Mumbai were appointed as theStatutory Auditor of the Company from the conclusion of the 23rd Annual GeneralMeeting till the conclusion of the ensuing 28th Annual General Meeting.

Deloitte Haskins S Sells LLP Chartered Accountants will complete their first term of 5consecutive years as the Statutory Auditor of the Company at the ensuing 28thAnnual General Meeting. As recommended by the Audit Committee and the Board of Directorsof the Company and in terms of Section 139 of the Companies Act 2013 it is proposed tore-appoint Deloitte Haskins S Sells LLP Chartered Accountants Mumbai as the StatutoryAuditor of the Company from the conclusion of the 28th Annual General Meetingtill the conclusion of the 33rd Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on theStandalone and Consolidated Financial Statements of the Company for the year ended 31stMarch 2022. The Notes on the Financials Statement referred to in the Audit Report areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) (f) of the Companies Act 2013.

b. Cost Auditor

The Company has made and maintained cost accounts and records as specified by theCentral Government under Section 148(1) of the Companies Act 2013. For the financial year

2021-22 Kishore Bhatia S Associates Cost Accountants have conducted the audit of thecost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications / Circulars issued by the Ministry of Corporate Affairs from time to timethe Board appointed Kishore Bhatia S Associates Cost Accountants to conduct the audit ofthe cost records of the Company for the financial year 2022-23.

The remuneration payable to the Cost Auditor is subject to ratification by the Membersat the Annual General Meeting. Accordingly the necessary Resolution for ratification ofthe remuneration payable to Kishore Bhatia S Associates Cost Accountants to conduct theaudit of cost records of the Company for the financial year 2022-23 has been included inthe Notice of the forthcoming 28th Annual General Meeting of the Company. TheDirectors recommend the same for approval by the Members.

c. Secretarial Auditor

The Board appointed Ashish Bhatt S Associates Company Secretaries to carry outsecretarial audit for the financial year 2021-22.

The Secretarial Audit Report issued by Ashish Bhatt S Associates Company Secretariesfor the financial year 2021-22 confirms that the Company has complied with the provisionsof the applicable laws and does not contain any observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 201 3.The report in Form MR-3 is annexed as Annexure C and forms a part of this Report.

As per Regulation 24(A)(1) of the Listing Regulations the material subsidiaries of theCompany are required to undertake secretarial audit. JSW Energy (Barmer) Limited (JSWEBL)and JSW Hydro Energy Limited (JSWHEL) were material subsidiaries of the Company for thefinancial year 2021-22 pursuant to the Regulation 16(1)(c) of the Listing Regulations.

Accordingly Ashish Bhatt S Associates Company Secretaries carried out thesecretarial audit for JSWEBL and JSWHEL for the financial year 202122. These SecretarialAudit Reports do not contain any observation or qualification. The respective reports inForm MR-3 are annexed as Annexure C1 and C2 respectively and form a part of this Report.

25. Compliance with Secretarial Standards

During the year under review the Company has complied with Secretarial Standards 1 and2 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 elsewherein this Report no material changes and commitments which could affect the Company’sfinancial position have occurred between the end of the financial year and the date ofthis Report.

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

No orders have been passed by any Regulator or Court or Tribunal which can havesignificant impact on the going concern status and the Company’s operations infuture.

28. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act 2013the Annual Return for the financial year ended 31st March 2022 is availableon the website of the Company at the link: www.jsw.in/investors/energy/annual-return .

29. Environmental Norms

The Ministry of Environment Forest and Climate Change (MOEFSCC) had in December 2015revised environment emission norms prescribing more stringent emission limits foroperating as well as under development power plants in the country with respect toparticulate matter sulphur dioxide (SO2) S nitrogen dioxide (NO2).

As a responsible corporate and to maintain the best environmental operating standardsthe Company has deployed state of the art technology to prevent / minimize pollutionlevels at all its power plants. The Company’s Ratnagiri Units 1 to 4 of 300 MWcapacity each are in compliance with all revised emission norms prescribed by MoEFSCC.The Company has installed high efficiency ESP S Low NOX burners since inception. Also FlueGas Desulphurization units were installed as per directives from MoEFSCC. ToranagalluUnits 2 X 130 MW of the Company are already in compliance to all revised emission norms.Work is in progress to bring the other operating units within the compliance limits in thestipulated time frame.

30. Reporting of frauds

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

31. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

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

(A) Conservation of Energy -

(i) The steps taken for energy conservation are as below:

Vijayanagar Plant

1. SBU2 U1 Reserve shutdown units TG barring gear and JOP stopped to reduce wear andtear and increase availability of turning gear power consumption reduced from 37KWHR to0KWHR resulting in savings of 0.297MU.

2. SBU1 U1 BFP 1C Power optimization done by replacing the RC valve trim set. Powerconsumption reduced from 1558.79 KWHR to 1398.65KWHR resulting in savings of 1.167MU.

3. SBU2 BFP 1A RC Passing arrested power consumption reduced from 3783.8KWHR to3369.29KWHR resulting in savings of 0.5MU.

4. PA 1A Scoop upgradation PA 1A scoop hunting was eliminated power consumptionreduced from 910.01KWHR to 879.96KWHR resulting in savings of 0.0664MU.

5. Instrument Air Compressor Power Consumption Optimization by attending leakage &reducing Header pr to 5.5Kg/ cm2. Power consumption reduced from 394.7KWHR to 346.21KWHRresulting in savings of 0.283MU.

6. SBU2 U1 CEP Bypass MOV open Power Savings. Deaerator level CV across throttlinglosses optimized. Power consumption reduced from 414KWHR to 386KWHR resulting in savingsof

0.167MU.

7. SBU1 Compressor -A Power Consumption Optimization. Mode of operation changed fromBASE mode to Suction Throttling Mode & Current set point changed for (38) to (35)amps power consumption reduced from 394KWHR to 353KWHR resulting in savings of 0.237MU.

Ratnagiri Plant

1. Improvement in air preheater performance by changing baskets in Unit-4 has resultedin improvement of boiler efficiency by 0.39% and saving of aux consumption by 440 kWh.Total coal savings of 1914 MT in the year.

2. Improvement of air preheater performance by changing the baskets in Unit-3 hasresulted in saving of 1100 kWh aux power consumption.

3. Internal inspection and rectification of Unit-1 HPH-7 passing parting plane hasresulted in 6 Degree temperature improvement of Feed water. Total coal savings of 796 MTin the year.

4. Attending RH spray control valve passing in Unit-3 by valve setting &calibration so as to avoid RH flow losses has resulted in saving of 1.74 kCal/kWh heatrate. Total Coal savings of 152 MT in the year.

5. Change in deaerator level control logic to optimize CEP power consumption bycontrolling its discharge pressure has resulted in savings of 20 kWh. Coal savings of 150MT in year.

6. Elimination of HFO guns by replacement with LDO guns in Unit-4 has resulted insavings of 5 kCal/kWh in heat Rate and 55 kWh in Aux power due to pump stopping. CoalSavings of 636 MT in the year.

7. Reduction in power consumption of Unit-3 boiler feed water pump by destagingresulted in savings of 300 kWh of aux power. Coal Saving of 303 MT in the year.

8. Reduction of 210 KWH power consumption by charging shutdown Unit CCW from runningUnit CCW Pump. This has resulted in savings of 1.26 MUs.

9. Reduction of 31 KWH power consumption by providing alternate water supply for HCSDoperation from service water header. This has resulted in savings of 0.04 MUs.

10. Reduction of 84 KWH power consumption by providing air dryer in ash handlingsystem. This has resulted in savings of 0.36 MUs.

11. ESP power consumption reduced by 398 KWH/MUs of generation by optimizing the ESPoperation and increasing the fields availability

(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 furnaceof JSW Steel are being utilized as fuel which has led to 1.58 Lakh MT displacement ofcoal.

Ratnagiri Plant

The Company has built a number of check dams to store the rain water. In FY 2021-22the Company utilized 2.39 Lakh M3 of stored rain water from these dams which is thehighest till date (previous highest was 2.30 Lakh M3 in FY 2020-21)

iii) The capital investment on energy conservation equipment:

Vijayanagar Plant

1. SBU-2 Unit-1 Cooling Tower fills 2 Nos replacement with Trickle Grid Anti cloggingHybrid fills for improving CT effectiveness and avoid clogging- '69 Lakh.

2. SBU-1 Unit-1 Cooling Tower fills 4 Nos replacement with Trickle Grid Anti cloggingHybrid fills for improving CT effectiveness and avoid clogging- '53 Lakh.

Ratnagiri Plant

1. Improvement in air pre heater performance by changing profile of baskets inUnit-3-'3.20 crore

2. Improvement in air pre heater performance by changing profile of baskets in Unit-4-'3.40 crore

3. De-staging of BFP in one unit to save the auxiliary power consumption-'25 Lakh

(B) Technology absorption

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

1. Digitalization - Reduction of controllable losses and improvement in Heat rate S Sp.Steam consumption by using digital technologies.

2. Digital technologies are being used for reduction in APC by continuous monitoring.

3. Operations S Maintenance related dashboards created for monitoring and effectivecontrol of KPIs.

Ratnagiri Plant

1. Procurement of machine to check the NAS class in-house.

2. Procurement of online alkaliser in stator water system.

3. Installation of oil filtration machines.

4. Implementation of H2 quad operation and minimizing the usage of loose cylinders.

5. Installation of portable dew point meter in instrument header line for monitoring ofonline dew point and performance of the compressor.

6. I mproving the ash quality by diverting the Eco S APH conveying line to Bottom AshSilo.

7. Lone worker device implementation.

8. I mplementation of common CW pump operation logic.

9. Online DO monitoring in stator water system.

10. Chemical cleaning of stator water system by in house method.

11. HVAC System PLC controller & HMI station was obsolete same is upgraded withlatest version. All HMI Station shifted from sub-control room to main control room forreal time operation & monitoring as a part of automation & digitization.

12. Upgradation of HVAC VAM Machine 1&2 local PLC control Panel due toobsolescence.

13. ESP HMI Station upgradation is done due to obsolescence. All HMI Stations shiftedto main control room for real time operation (ESP Current Charge Ratio ON/Off Etc.) &monitoring as a part of automation & digitization.

14. EOT Crane PLC Upgradation done due to technological obsolescence.

15. Bulk ash silo project completed for ash export through sea.

16. Capital investment done for technology absorption:

• Online DO monitoring in stator water system: '10 Lakh

• HVAC PLC and HMI station: '16 Lakh

• VAM PLC Control panel: '7 Lakh

• ESP HMI station: '14 Lakh

• EOT crane PLC: '9.5 Lakh

• Bulk ash export '71.1 Crore.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

Vijayanagar Plant

1. Increasing the reliability of Switch yard to avoid damage to the equipment andbreakdowns.

2. CO Detector installation in Control rooms & HVAC system to ensure human safety.

3. I nstallation & Commissioning of TR -18 & 19 transformer

4. To enhance reliability & availability of RO Plant UF Membranes are replaced.

5. BFP RC Valve trip set replaced with efficient trim set to eliminate valve passing.

6. Chinese Actuators are refurbished inhouse as part of reutilizing.

7. CW Pump Motor wedge upgradation was carried out.

8. HFO to LFO conversion was done in 1 unit.

9. CT Fan Blades replaced with energy efficient blades.

10. SCADA integration of 33kV JSSL feeder

Ratnagiri Plant

1. Improved oil sampling and testing process

2. Reduction in oil wastages due to oil filtration.

3. Installation of alkaliser will improve the reliability of the generator

4. Safe operation by mitigating the hazard

5. Improvement of reliability of compressor which results in reduction of O&M cost

6. Reduction in fly ash silo ROS enhances the fly ash dispatch

7. Safety of lone worker is improved

8. Improvement of system reliability which results in reduction of generation loss

9. Following modifications are carried out in system for improvement in reliability andsafety

a. CEP: - High vibrations in pump & motor observed in critical speed zone. Logicfor auto skipping of the operation in critical speed zones implemented in DCS within-house expertise resulting in an increase in the MTBF.

b. CW Pump Logic: - CW Pump Auto start logic is implemented for auxiliary power savingduring the unit partial load operation Auto pickup of unit’s side stand by pumpinitiated on tripping of common running pump.

c. APH Hot Spot: - IR sensor installed in APH cold end zone for monitoring the APHbasket temperature. The signals are communicated with DCS for real time monitoring to takethe precautionary action.

d. HCSD System: - ART (Agitator Retention Tank) water level & flow control valveauto operation logic implemented to eliminate operator intervention & to optimizewater consumption.

e. HFO - LDO conversion - Necessary Logic changes done for conversion of the HFO to LDOsystem.

f. Fire Suppression system (Aerosol Based) installed for IT server room / DCS room(Flame Scanner Panel). LPG detector installed for LPG station at canteen.

g. Static Discharge palm plate installed outside the hydrogen room for safetycompliance

h. Remote DCS operation of 6.6 KV incomers S Tie feeders are commissioned to mitigatethe local operation.

i. Ash Handling System: - Installation of NOGS (Naturally Occurring Gamma Ray Sensor)non-contact sensor in Unit-4 Pass-A-3rd field Master S slave-2 to monitor ashlevel of ESP hoppers.

j. CO S 02 Analyzer installed at Chimney for all four units for compliance of CPCBguidelines.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): Nil

(iv) The expenditure incurred on Research and Development: The Company did not carryout any core RSD work during the financial year 2021-22 however 377 KAIZENs implementedsuccessfully.

(v) Future Plans:

Vijayanagar Plant

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

2. Reduction of Controllable losses by installation of PID controller throughdigitization.

3. Installation of advance AI/ML based digital technology for improving plantperformance.

Ratnagiri Plant

1. De-staging of boiler feed pumps (BFPs) to reduce auxiliary power consumption

2. Installation of skylights

3. RH spray control valve installation with new design to reduce the heat rate losses.

4. HP exhaust dump valve assembly to reduce heat rate losses

5. IP Phones in plant

6. Coal Spillage feeding system

7. Boiler AHP Post cooler conveying system

8. ABT/EMS System upgradation and E logbook

9. AED in 0HC-0HS

10. Hydrogen leak detection at battery Room-Safety improvement

(C) Foreign exchange earnings and outgo -

The Foreign Exchange earnings of the Company for the year under review amounted to Nil.The foreign exchange outflow of the Company for the year under review amounted toRs.1350.06 crore.

32. Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure D and forms a part of thisReport.

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms a part of this Report. However asper first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Reportand Financial Statements are being sent to the Members of the Company excluding the saidstatement. Any Member interested in obtaining a copy of the said statement may write tothe 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 atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has enacted aPolicy and duly constituted Internal Complaints Committees across locations. To buildawareness in this area the Company has been conducting induction / refresher programmesin the organisation on a continuous basis. During the year under review no complaint wasfiled.

34. IBC Code & One-time Settlement

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

35. Acknowledgements

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

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

For and on behalf of the Board of Directors
Sajjan Jindal
Place: Mumbai Chairman and Managing Director
Date: 3rd May 2022

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