Corporate Governance

Board Accountability

7 out of 11 Board members are Independent Directors which is 63.63% of the total Board strength as against the 50% stipulated by the SEBI LODR Regulations. Mr. Ashok Ramachandran ceased to be director from 9th April 2025.

We adhere to the minimum attendance criteria as per the Companies Act, 2013. In accordance with Section 167-1 (b) of Companies Act, 2013 - The Directors are required to attend minimum of one meeting conducted during the year. The office of the Director shall become vacant, if he/ she absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board. During the reporting year, 8 meetings were conducted for the Board, hence the minimum attendance requirement can be said to be 1 out of 8 which is 12.5%. Average board meeting attendance was 95.83% during FY 2024-25.

Mr. Sunil Goyal is the Lead independent director of the company. Mr. Goyal has been appointed as the Lead independent director as on 21 July 2024.

We comply with the maximum permissible limit related to Directorship requirements of the Companies Act, 2013 and Listing Obligation and Regulations Requirement. A person shall not hold office as a director, including any alternate directorship, in more than twenty companies at the same time, out of which maximum 10 can be public. Out of 10 public companies, a director can hold directorship in not more than 7 listed companies. Hence, no Director holds directorships in more than 10 public companies or in more than 7 listed companies. No Director who is serving as Whole time Director / Managing Director in any listed entity is serving as an Independent Director in not more than 3 listed entities.

Election and Bylaws

Our Article of Association shows the procedure for election or re-election of directors, in accordance with the provisions of Section 152 of the Companies Act, 2013, each director is subject to election individually based on their tenure of 3 years. One-third of directors retire by rotation and stand for re-election annually.

In accordance with the provisions of Section 14 of the Companies Act, 2013, any alteration to the Articles of Association (commonly referred to as the bylaws) of JSW Energy Limited shall be affected only by passing a special resolution at a general meeting of the shareholders. The proposed amendments must first be approved by the Board of Directors and subsequently placed before the shareholders for their consideration and approval.

CEO Succession and Compensation

We have a robust succession planning framework in place, overseen by the Nomination and Remuneration Committee (NRC), which ensures leadership continuity across the Board of Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs).

At JSW Energy, the CEO compensation is structured to reflect the Company commitment to performance-driven leadership and long-term value creation. Remuneration is directly linked to a performance evaluation process including tenure, leadership, domain expertise, and growth contribution. Financial indicators such as sales, operating income, Return on Equity (ROE), and Return on Invested Capital (ROI) form a core part of the assessment.

The CEO compensation is a combination of Fixed and Variable Salary; the variable component is ~28% of the total compensation. Out of this variable compensation, 75% payout is linked with company performance and 25% is linked to individual performance criteria. Performance indicators include Nominative generation (75%), Merchant Short term power sales EBITDA (10%), and safety/sustainability related KRA (15%).

ESG Governance Oversight

Sustainability Committee

Business Responsibility and Sustainability Reporting (BRSR) serves as a key enabler for integrating Environmental, Social, and Governance (ESG) principles into the Company strategic frameworks.

Terms of Reference:

• Oversee adoption of National Guidelines on Responsible Business Conduct (NGRBC).
• Ensure implementation of policies aligned with the nine key principles of NGRBC.
• Review progress of initiatives under business responsibility policies.
• Monitor sustainability reporting disclosures monthly, quarterly, or bi-annually.
• Evaluate progress of Company business responsibility initiatives.
• Review annual BRSR report and present it to the Board for approval.

Whistleblower Policy

Reports are treated with strict confidentiality, and access is restricted to authorized personnel. We maintain a zero-tolerance policy towards any form of retaliation against whistleblowers.

The Ethics Helpline is a third-party service operated by Integrity Matters. It is accessible via Phone, Email, Web Portal, or Post Box in multiple languages including English, Hindi, Tamil, Telugu, Marathi, Kannada, and Bengali.

CEO-to-Employee Pay Ratio: Median compensation for employees during the reporting year is 9 lakhs.

Risk Governance

The Risk Management Committee (RMC), chaired by an Independent Director, provides independent oversight of long-term strategic and macro risks. We adhere to the globally recognized Committee of Sponsoring Organisations (COSO) framework for Enterprise Risk Management (ERM).

Emerging Risks

Double Materiality Assessment

We conducted the materiality assessment exercise as per the principle of double materiality considering Financial and Impact Materiality. Materiality assessment is integrated into the company's ERM process.