Energy Limited

Regd. Office : JSW Centre

Bandra Kurla Complex
Bandra (East), Mumbai - 400 051

CIN: L74999MH1994PLC077041
Phone: 022 – 4286 1000
Fax: 022 – 4286 3000
Website: [Link]

SEC / JSWEL
18th June 2026

BSE Limited National Stock Exchange of India Limited

Phiroze Jeejeebhoy Towers “Exchange Plaza”
Dalal Street Bandra - Kurla Complex, Bandra (E)
Mumbai - 400 001 Mumbai - 400 051
Scrip Code: 533148 Scrip Code: JSWENERGY- EQ

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) - Notice of NCLT convened meeting of the Unsecured Creditors of
JSW Energy Limited as per the directions of the Hon’ble National Company Law
Tribunal, Mumbai Bench

Ref : Scheme of Arrangement between GE Power India Limited (“Demerged Company”)

and JSW Energy Limited (“Resulting Company” or “Company”) and their respective
shareholders under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 (“Scheme”)

Dear Madam / Sir,

Further to our letter dated 3rd June 2026 informing about directions given by the Hon’ble National
Company Law Tribunal, Mumbai Bench (“NCLT”) to convene the meetings of the Equity
Shareholders and Unsecured Creditors of the Company through Video Conferencing (“VC”) /
Other Audio Visual Means (“OAVM”) within 70 days from the date of receipt of the Order i.e.
3rd June 2026, to consider and if thought fit, approve the proposed Scheme between GE Power
India Limited and JSW Energy Limited and their respective shareholders.

Pursuant to the NCLT Order and as directed therein, and in compliance with the applicable
provisions of the Companies Act, 2013 (“Act”), the circulars issued by Ministry of Corporate
Affairs (“MCA Circulars”) and Listing Regulations, please find attached the Notice along with the
Explanatory Statement of the meeting of the Unsecured Creditors of the Company to be held
on Monday, 20th July 2026 at 12:30 p.m. (IST) through VC / OAVM, for the purpose of
considering, and if thought fit, approving the proposed Scheme.

The Notice of the meeting of the Unsecured Creditors together with a copy of the Scheme,
Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable
provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 and accompanying documents, are being sent through electronic

Part of O. P. Jindal Group

 Energy Limited
Regd. Office : JSW Centre
Bandra Kurla Complex
Bandra (East), Mumbai - 400 051

CIN: L74999MH1994PLC077041
Phone: 022 – 4286 1000
Fax: 022 – 4286 3000
Website: [Link]

mode only to the Unsecured Creditors of the Company whose e-mail addresses are registered
with the Company / Kfin Technologies Limited (Kfin) (the Registrar and Share Transfer Agent
and the agency engaged for providing e-voting facility) / Depository Participants.

The aforesaid Notice and Explanatory Statement, together with the relevant Annexures thereto,
are available on the website of the Company at [Link]
arrangement/ and also on the websites of the Stock Exchanges i.e. BSE Limited
at [Link] and National Stock Exchange of India Limited at [Link] and
of the Company's Registrar and Share Transfer Agent, KFin Technologies Limited (KFin)
at [Link]

Yours faithfully,

For JSW Energy Limited

Digitally signed
MONICA by MONICA
CHOPRA
CHOPRA Date: 2026.06.18
22:17:02 +05'30'

Monica Chopra
Company Secretary

Part of O. P. Jindal Group

 JSW Energy Limited
Corporate Identity Number (CIN): L74999MH1994PLC077041
Registered Office: JSW Centre, Bandra Kurla Complex Bandra (East), Mumbai 400 051,
Maharashtra, India

Phone: 022 4286 1000 / Fax: 022 4286 3000

Email: [Link]@[Link] | Website: [Link]

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF

JSW ENERGY LIMITED PURSUANT TO ORDER DATED 2ND JUNE, 2026 OF
, MUMBAI BENCH

MEETING
Day Monday
Date 20th July, 2026
Time 12:30 p.m. (IST)
Mode of Meeting As per the directions
Law Tribunal, Mumbai Bench, the meeting shall be
conducted through video conferencing ( VC ) / other
audio-visual means ( OAVM )
Cut-off date for e-voting Sunday, 31st May, 2026
Remote e-voting start date and time Thursday, 16th July, 2026 at 9:00 a.m. (IST)
Remote e-voting end date and time Sunday, 19th July, 2026 at 5:00 p.m. (IST)

E-Voting during the meeting would be available for those unsecured creditors who had not voted
through remote e-voting. This facility would be available during the meeting and for 15 minutes from
the conclusion of the meeting.

Part of O. P. Jindal Group

1
 INDEX
Sr. Contents Page
No. Nos.
1. Notice convening the meeting of unsecured creditors of JSW Energy Limited
Notice pursuant to
Tribunal, Mumbai Bench.
2. Explanatory Statement under Sections 230 and 232 read with Section 102
Act ,
Secretarial Standard - 2 on General Meetings, Rule 6 of the Companies
CAA
Rules and Master Circular dated 20 th June, 2023, bearing reference no.
SEBI/HO/CFD/POD-2/P/CIR/2023/93 on scheme of arrangement issued by
SEBI Scheme Circular
3. Annexure I
Scheme of Arrangement between GE Power India Demerged
Company and JSW Energy Limited Resulting Company Company
and their respective shareholders Scheme .
4. Annexure II Colly
Financial results, , of the Company and the
Demerged Company, respectively, for the year ended 31st March, 2026.
5. Annexure III Colly
Report(s) of the Board of Directors of the Company and the Demerged
Company, respectively, pursuant to Section 232(2)(c) of the Act.
6. Annexure IV
Share Entitlement Ratio Report for the proposed demerger of identified
undertaking dated 18th September, 2025, prepared by RBSA Valuation
Advisors LLP, Registered Valuer (Registration No. IBBI/RV-E/05/2019/110) for
the Demerged Company and GT Valuation Advisors Private Limited,
Registered Valuer (Registration No. IBBI/RV-E/05/2020/134) for the
Company Joint Share Entitlement Ratio Report .
7. Annexure V
Fairness Opinion issued by IDBI Capital Markets & Securities Limited, an
Independent SEBI registered Merchant Banker (SEBI Merchant Registration
No. MB/INM000010866) to the Demerged Company and 3Dimension
Capital Services Limited, an Independent SEBI registered Merchant Banker
(SEBI Merchant Registration No. INM000012528) to the Company Fairness
Opinion .
8. Annexure VI Colly
Observation letters dated 1st April, 2026 received from BSE Limited BSE
and National Stock Exchange of India NSE by the Company and
Demerged Company.
9. Annexure VII Colly
Complaint Reports dated 1st December, 2025 and 24th October, 2025
submitted by the Company to BSE and NSE respectively.
10. Annexure VIII Colly
Details of ongoing adjudication and recovery proceedings, prosecution
initiated, and all other enforcement action taken against the Company and
the Demerged Company, its promoters and directors.
11. Annexure IX
Disclosure in terms of the requirements of the observation letters.

2
 12. Annexure X Colly
NOCs obtained by the Resulting Company from the lending scheduled
commercial banks/ financial institutions/ debenture trustees as per para
A(2)(k) of Part- I of SEBI Master Circular

The Notice of the Meeting, Explanatory Statement under Sections 230 and 232 read with Section 102
and other applicable provisions of the Act, Secretarial Standard - 2 on General Meetings and Rule 6
of the CAA Rules (page nos. to ) and Annexure I to Annexure X Colly (page nos. to
constitute a single and complete set of documents and should be read together as they form an
integral part of this document.

3
 FORM NO. CAA. 2
[Pursuant to Section 230 (3) and rule 6 and 7]

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A.(CAA)/88/MB/2026

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
AND
IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GE POWER INDIA LIMITED AND
JSW ENERGY LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

JSW Energy Limited, a company incorporated )

under provisions of the Companies Act, 1956, )
having Corporate Identity Number )
L74999MH1994PLC077041 and its registered )
office at JSW Centre, Bandra Kurla Complex )
Bandra (East), Mumbai 400 051, )
Maharashtra, India ) Company/ Resulting Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To
The Unsecured Creditors of
JSW Energy Limited

1. NOTICE is hereby given that, in accordance with the Order dated 2nd June, 2026, Tribunal
Order in the abovementioned Company Scheme
Company Law Tribunal, Mumbai Bench Tribunal meeting of the unsecured creditors of
th
the Company, will be held on Monday, 20 July, 2026 at 12:30 p.m. (IST) Meeting for the
purpose of considering, and if thought fit, approving, with or without modification(s), the
proposed Scheme of Arrangement between GE Power India Demerged Company
and JSW Energy Resulting Company Company
shareholders Scheme .

2. Pursuant to the said Tribunal Order and as directed therein, the Meeting will be held through
video conferencing VC / other audio visual means OAVM with the
General Circular No. 03/2025 dated 22nd September, 2025, issued by the Ministry of
Corporate Affairs ( MCA Circular ) read with the applicable provisions of the Companies Act,
2013 Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
LODR Regulations to consider, and if thought fit, to pass,
with or without modification(s), the following resolution for approval of the Scheme by
requisite majority as prescribed under Section 230(6) of the Act, as amended:

RESOLVED THAT pursuant to the provisions of Sections 230 and 232 of the Companies Act,
2013 Act , the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
and the rules, circulars and notifications issued thereunder, and other provisions of the Act, as
may be applicable, the Securities and Exchange Board of India (Listing Obligations and

4
 Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India
Master Circular dated 20th June, 2023 bearing reference no. SEBI/HO/CFD/POD-
2/P/CIR/2023/93 on scheme of arrangement (including any statutory modification(s) or re-
enactment or circular issued thereof, for the time being in force), and, the observation
letters/no-objection letters issued by BSE Limited and National Stock Exchange of India Limited
dated 1st April 2026, respectively, and subject to the relevant provisions of the Memorandum
and Articles of Association of the Company and subject to the approval of the
Company Law Tribunal, Mumbai Bench Tribunal
permissions and sanctions of regulatory and other authorities, as may be necessary and
subject to such conditions and modifications as may be deemed appropriate by the parties to
the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered
necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory
or other authorities, while granting such approvals, permissions and sanctions, which may be
agreed to by th
which term shall be deemed to mean and include one or more Committee(s) constituted/ to
be constituted by the Board or any other person authorised by it to exercise its powers
including the powers conferred by this Resolution), the arrangement embodied in the Scheme
of Arrangement between GE Power India Limited Demerged Company and JSW Energy
Limited Resulting Company Company and their respective shareholders Scheme ,
be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate
or necessary to give effect to this Resolution and effectively implement the arrangement
embodied in the Scheme and to make any modifications or amendments to the Scheme at any
time and for any reason whatsoever, and to accept such modifications, amendments,
limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal
while sanctioning the arrangement embodied in the Scheme or by any authorities under law,
or as may be required for the purpose of resolving any questions or doubts or difficulties that
may arise including passing of such accounting entries and/or making such adjustments in the
books of accounts as considered necessary, issuance and listing of new equity shares under the
Scheme by the Company, transfer/vesting of such assets and liabilities as the Board may deem
fit and proper and considered necessary to give effect to the Scheme and the above
resolution.

3. TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting
on the resolution for approval of the Scheme by casting their votes: (a) by remote e-voting
remote e-voting or (b)through e-voting system
available at the Meeting to be held through VC / OAVM e-voting at the Meeting

REMOTE E-VOTING PERIOD

Commencement of e-voting Thursday, 16th July, 2026 at 9:00 a.m. (IST)
End of e-voting Sunday, 19th July, 2026 at 5:00 p.m. (IST)
4. A person whose name is recorded in the list of unsecured creditors with the Company as on
31st May, 2026, being the cut-off date, shall be entitled to exercise his / her / its voting rights
on the resolution proposed in the Notice and attend the Meeting.
5. A copy of the said Scheme, Explanatory Statement under Sections 230 and 232 read with
Section 102 and other applicable provisions of the Act, Secretarial Standard - 2 on General

5
 Meetings and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)
CAA Rules along with all annexures to such Explanatory Statement are
annexed hereto. A copy of this Notice and all the documents referred to in the accompanying
Notice and Explanatory Statement will be available on the website of the Company
[Link] ; on the website of ,
Registrar and Transfer Agent and the agency appointed by the Company to provide remote e-
voting and e-voting at the Meeting and other facilities for convening of the Meeting at
[Link]. and on the websites of the Stock Exchanges i.e., BSE viz.
[Link] and NSE viz. [Link].
6. The Tribunal has appointed Mr. Mohan Prasad Tiwari, to be the Chairperson of the Meeting
and Ms. Pooja Singhal, to be the Scrutinizer for the said Meeting.
7. The Scheme, if approved at the Meeting, will be subject to the subsequent sanction of the
Tribunal and such other approvals, permissions and sanctions of regulatory or other
authorities, as may be necessary.

Sd/-
Mohan Prasad Tiwari
Chairperson of the Meeting appointed by the
Tribunal

Registered Office:
JSW Centre, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Maharashtra, India
Date: 18th June 2026

6
 NOTES FOR THE MEETING OF UNSECURED CREDITORS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC /

OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

Pursuant to the Tribunal Order, the Meeting of the unsecured creditors of the Company will be
held through VC / OAVM to transact the business set out in the Notice. Unsecured creditors
attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum
for the Meeting shall be in terms of the Tribunal Order and Section 103 of the Act. The venue of
the Meeting shall be deemed to be the registered office of the Company at JSW Centre, Bandra
Kurla Complex Bandra East, Mumbai 400051, Maharashtra, India.

As the unsecured creditors can attend and participate in the meeting through VC / OAVM only,
the facility to appoint proxies to attend and vote on behalf of the unsecured creditors is not
available, and hence the Proxy Form and Attendance Slip are not annexed to the Notice. Similarly,
the route map is not annexed to the Notice.

Corporate unsecured creditors are entitled to appoint authorized representatives to attend the
Meeting through VC / OAVM and vote on their behalf. Institutional / Corporate unsecured
creditors (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy
(PDF / JPG Format) of their b resolution / authorisation, authorising their
representative to attend the meeting through VC / OAVM on their behalf and to vote through
remote e-voting and e-voting during the Meeting, to the Scrutinizer through e-mail at
poojaguptacs@[Link] with a copy marked to Kfin at evoting@[Link] with the subject
line JSW Energy Limited NCLT Convened Meeting of Unsecured Creditors and may also upload
the same in the e-voting module in their login. The scanned image of the above documents should

The Notice of the Meeting and the accompanying documents mentioned in the Index are being
sent only through electronic mode to those unsecured creditors whose email addresses are
registered with the Company / KFin / Depository Participant(s) DPs . Further, the unsecured
creditors whose email address are not available with the Company or who have not received
notice convening the said Meeting can access / download the Notice from the website of the
Company at [Link] the website of KFin at [Link]
NSDL viz. evoting@[Link] and websites of the Stock Exchanges i.e., BSE viz. [Link]
and NSE viz. [Link].

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, as amended from time to time,
Regulation 44 of the LODR Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed
Entities, the Company has engaged the services of KFin to provide the facility for voting by the
unsecured creditors through remote e-voting, for participation in the Meeting through VC /
OAVM and e-voting during the Meeting.

The remote e-Voting period commences Thursday, 16th July, 2026 at 9:00 a.m. (IST) and
ends on Sunday, 19th July, 2026 at 5:00 p.m. (IST). Thereafter the e-Voting module shall be
disabled for the Unsecured Creditors.

7
vii. The Explanatory Statement pursuant to Section 230 and Section 232 read with Section 102 and
other applicable provisions of the Act and Rule 6 of the CAA Rules in respect of the business set
out in the Notice of the Meeting is annexed hereto.

viii. A copy of this Notice and all the documents referred to therein and Explanatory Statement
thereto will be available for inspection in electronic mode during the Meeting, and the same may
be accessed by loging-in to [Link] The said documents will also be
available for inspection by the unsecured creditors at the Registered Office of the Company
between 11.00 a.m. and 1.00 p.m. on all working days of the Company up to the date of the
meeting.

ix. If desired, unsecured creditors may obtain a physical copy of the Notice and the accompanying
documents, i.e., Scheme and the Statement under Section 230 read with Section 102 and other
applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in
this regard, along with the details of your outstanding debt in the Company, may be addressed
to the Company Secretary at [Link]@[Link].

x. The Notice convening the Meeting will be published through advertisement in English in Business
Standard, all India editions and in Marathi in Navshakti in Marathi having circulation in
Maharashtra.

xi. The Scheme shall be considered approved by the unsecured creditors of the Company if the
resolution mentioned in the Notice has been approved by majority of persons representing three-
fourth in value of the unsecured creditors voting at the Meeting through VC / OAVM or by remote
e-voting, in terms of the provisions of Sections 230 to 232 of the Act.

xii. The voting rights of the unsecured creditors shall be in proportion to their outstanding amount
due by the Company as on cut-off date, i.e. 31st May, 2026.

xiii. A person whose name is recorded in the list of unsecured creditor with the Company as on the
cut-off date only shall be entitled to avail the facility of remote e-voting as well as e-voting at the
Meeting.

PROCEDURE FOR REMOTE E-VOTING

The detailed process and manner for remote e-Voting, e-Voting at the Meeting and joining of the
Meeting are explained below:

A. The process and manner for remote e-voting is as under:

1. Unsecured Creditors will receive an email from KFin which will include details of E-
Voting Event Number (EVEN), USER ID and password.

2. Launch internet browser and type the URL: [Link]

3. Enter the login credentials i.e. User ID and password mentioned in your e-mail.

4. After entering the correct details, click on LOGIN.

8
 5. You will reach the password change menu wherein you are required to mandatorily
change your password. The new password shall comprise minimum 8 characters with
at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a
special character (@, #, $, etc.). You may also enter a secret question and answer of
your choice to retrieve your password in case you forget it. It is strongly
recommended that you do not share your password with any other person and that
you take utmost care to keep your password confidential.

6. You need to login again with the new credentials.

7. On successful login, the system will prompt you to select the EVENT, i.e., 9807 - JSW
Energy Limited NCLT Convened Meeting of Unsecured Creditors and click on

8. On the voting page, the outstanding value of amount due to you as per records of the
Company as on the cut-off date will appear. If you desire to cast all the votes
assenting/dissenting to the resolution, enter the entire amount and click

exceed your total outstanding value as on the cut-off date. You may also choose the
which case, the amount will not be counted under either head.

9.

Once you have voted on the resolution (s), you will not be allowed to modify your
vote. During the voting period, Unsecured Creditors can login any number of times till
they have voted on the Resolution(s).

10. Institutional / Corporate Unsecured Creditors are required to send legible scan of
certified true copy of its Board Resolution or governing Board Resolution / Power of
Attorney / Authority Letter etc., to attend the Meeting through VC / OAVM on its
behalf to cast its vote through remote e-voting. The said Resolution / Authorisation
shall be sent to the Company at its Registered Office at JSW Centre, Bandra Kurla
Complex, Bandra East, Mumbai - 400051 or via email to the Company at
[Link]@[Link], marking the same to evoting@[Link] and to the
scrutinizer appointed for the Meeting at poojaguptacs@[Link].
B. The process for voting at Meeting is as under:

i. Only those Unsecured Creditors, who will be present in the Meeting and who have
not cast their vote through remote e-voting and are otherwise not barred from doing
so are eligible to vote.
ii. Unsecured Creditors who have voted through remote e-voting will still be eligible to
attend the Meeting.
iii. Voting at the Meeting will be available at the end of the Meeting and shall be kept
open for 15 minutes.
iv. Unsecured Creditors viewing the Meeting, who have not cast their vote through
remote e- -

9
 of the video screen. Unsecured Creditors may click on the voting icon displayed on
the screen to cast their votes.
v. An Unsecured Creditor can opt for only single mode of voting i.e., through Remote e-
voting or voting at the Meeting. If an Unsecured Creditor cast votes by both modes,
then voting done through Remote e-voting shall prevail and vote at the Meeting shall
be treated as invalid.
C. Procedure for attending the meeting of the Company through VC/OAVM and e-
Voting during the meeting

1. Unsecured Creditors will be provided with a facility to attend the meeting through VC
/ OAVM platform provided by KFin. Unsecured Creditors may access the same at
[Link] by using the e-voting login credentials provided in
the email received from the Company/KFin. After logging in, click on the Video
Conference tab and select the EVEN of the Company. Click on the video symbol and
accept the meeting etiquettes to join the meeting.

2. Facility for joining meeting through VC/ OAVM shall open atleast 15 minutes before
the commencement of the Meeting.

3. Unsecured Creditors are encouraged to join the Meeting through Laptops/ Desktops
with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge,
Mozilla Firefox 22.

4. Unsecured Creditors will be required to grant access to the webcam to enable VC /

OAVM. Further, Unsecured Creditors connecting from Mobile Devices or Tablets or
through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due
to fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of foresaid glitches.

5. As the Meeting is being conducted through VC / OAVM, for the smooth conduct of
proceedings of the Meeting, Unsecured Creditors are encouraged to express their
views / send their queries in advance mentioning their name, and email id. Questions
/queries received by the Company till Sunday, 19th July, 2026 shall only be considered
and responded during the Meeting

6. The Unsecured Creditors who have not cast their vote through remote e-voting shall
be eligible to cast their vote through e-voting system available during the meeting. E-
voting during the meeting is integrated with the VC / OAVM platform. The Unsecured
Creditors may click on the voting icon displayed on the screen to cast their votes.

7. Facility of joining the meeting through VC / OAVM shall be available on first come first
served basis.

8. Institutional/Corporate Creditors are encouraged to attend and vote at the meeting

through VC / OAVM.

10
OTHER INSTRUCTIONS

I. Speaker Registration: The Unsecured Creditors who wish to speak during the meeting may
register themselves as speakers for the Meeting to express their views. They can visit
[Link] and login through the user id and password provided in the

Thursday, 16th July, 2026 from 9:00 a.m. (IST) to Sunday, 19th July, 2026 by 5:00 p.m. (IST).

reserves the right to restrict the speakers at the Meeting to only those Unsecured Creditors
who have registered themselves, depending on the availability of time for the Meeting.

II. Post your Question: The Unsecured Creditors who wish to post their questions prior to the
meeting can do the same by visiting [Link] Please login through the

Thursday, 16th July, 2026 from 9:00 a.m. (IST)

to Sunday, 19th July, 2026 by 5:00 p.m. (IST).

III. In case of any query and/or grievance, in respect of voting by electronic means, Unsecured
Creditors may refer to the Help & Frequently Asked Questions (FAQs) and E -voting user
manual available at the download section of [Link]
contact Ms. C Shobha Anand, at evoting@[Link] 1-800-309-
4001 for any further clarifications.

IV. The results of the electronic voting shall be declared to the Stock Exchanges after the Meeting.

Company viz, [Link] and on the website of KFin viz.

[Link] and communicated to BSE Limited and National Stock Exchange
of India Limited.

V. The procedure for e-voting during the Meeting is same as the instructions mentioned above
for remote e-voting since the meeting is being held through VC / OAVM. The e-voting window
shall be activated upon instructions of the Chairperson of the Meeting during the Meeting. E-
voting during the Meeting is integrated with the VC / OAVM platform and no separate login is
required for the same.

VI. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast
at the Meeting and votes cast through remote e-
Report and submit the same to the Chairperson of the Meeting. The results of the Meeting
shall be announced by the Chairperson within two working days of the conclusion of the

BSE and NSE, it will also be displayed at the Registered Office of the Company and
viz [Link] .

11
VII. Unsecured Creditors are requested to carefully read all the Notes set out herein and in
particular, instructions for joining the Meeting, manner of casting vote through remote e-
voting or e-voting at the Meeting.

12
 C.A.(CAA)/88/MB/2026

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
AND
IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GE POWER INDIA LIMITED AND
JSW ENERGY LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

JSW Energy Limited, a company )

incorporated under provisions of the )
Companies Act, 1956, having Corporate )
Identity Number )
L74999MH1994PLC077041 and its )
registered office at JSW Centre, Bandra )
Kurla Complex Bandra (East), Mumbai 400 )
051, Maharashtra, India )

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND

STANDARD - 2 ON GENERAL MEETINGS AND RULE 6 OF THE COMPANIES (COMPROMISES,

ARRANGEMENTS AND AMALGAMATIONS) RULES, 201
MEETING OF UNSECURED CREDITORS OF JSW ENERGY LIMITED CONVENED PURSUANT TO

ND

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the meeting of unsecured creditors of
Company
approving, with or without modification(s) the proposed Scheme of Arrangement between GE
Demerged Company Company Resulting
Company Scheme . The Scheme provides, inter alia for:
(i) the demerger, by way of transfer as a going concern, on an as is where is basis, and vesting
of the Demerged Undertaking from the Demerged Company to the Resulting Company in
accordance with Section 2(19AA), Section 47 and other relevant provisions of the Income Tax
IT Act ions 230 to 232 and other relevant provisions of the Companies Act,
Act as
defined in the Scheme) and the LODR Regulations (as defined in the Scheme), and consequent
issuance of Resulting Company New Shares (as defined in the Scheme) by the Resulting
Company to Eligible Shareholders (as defined in the Scheme) of the Demerged Company in
accordance with the Share Entitlement Ratio (as defined in the Scheme) in the manner set forth
Demerger
integrally connected therewith, each in the manner as more particularly described in the
Scheme.

Annexure

13
2. DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Order, the meeting of the unsecured creditors of the Company, will
be held for the purpose of their considering and, if thought fit approving, with or without
modification(s), VC -video means
OAVM on Monday, 20th July, 2026 at 12:30 p.m. (IST).

3. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of
the same are, inter alia, as follows:

1. The transfer and vesting of the Demerged Undertaking from the Demerged Company to
the Resulting Company pursuant to this Scheme will, inter alia, result in the following benefits
for the Demerged Company and the Resulting Company and their respective shareholders,
employees and other stakeholders:

(i) Demerged Company:

(a) the Demerger allows the Demerged Company to focus on the strategic growth
areas and services growth strategy;
(b) the Demerger will enable the Demerged Company to focus on and enhance its
Retained Business by streamlining its operations and cutting costs;
(c) the Demerger will facilitate smoother transfer of the Demerged Business in terms
of obtaining local approvals; and
(d) the Demerger is the most optimum manner in which the Demerged Business could
be transferred to the Resulting Company as it aids in unlocking and creation of
value of the Demerged Business for the shareholders of the Demerged Company
and giving them the flexibility to stay invested in the growth journey of the
Demerged Undertaking.

(ii) Resulting Company:

(a) the Demerger provides an opportunity for the Resulting Company to enter into
boiler pressure parts manufacturing business in alignment with the long-term
vision of expanding into energy portfolio and extending footprint in a highly
competitive and fast growing business;
(b) the Demerger will create value for shareholders by acquiring ready to use assets
which shall create operational efficiencies;
(c) the Demerger will also result in vertical integration by securing a dedicated
manufacturing facility for boiler pressure parts and reducing dependency on third-
party suppliers;
(d) Demerger will create significant operational synergies within existing business
verticals and across ongoing and upcoming thermal power projects, leading to
economies of scale, enhancing cost efficiencies, and improving control over critical
component requirements of thermal power assets; and
(e) the Demerger will enable increased production capacity to support future thermal

14
4. BACKGROUND OF THE COMPANIES:

A. Particulars of the Company

1. Resulting Company Company

(CIN) L74999MH1994PLC077041 was originally incorporated on 10 th March, 1994 under the
provisions of the Companies Act, 1956, Jindal Tractebel Power Company
was subsequently changed to

change of name was issued by Assistant Registrar of Companies, Mumbai, Maharashtra on 17th

upon change of name was issued by Deputy Registrar of Companies, Mumbai, Maharashtra on
7th December, 2005. The shares of the Company are listed on BSE Limited and National Stock
Exchange of India Limited. Additionally, the Company has also issued certain Non-Convertible
NCDs imited. The registered office of the Company is
situated at JSW Centre, Bandra Kurla Complex Bandra (East), Mumbai 400 051, Maharashtra,
India. Its permanent account number with the income tax department is AAACJ8109N. The
email address of the Company is [Link]@[Link] and website is
[Link]

During the last five years, there has been no change in the name and registered office of the
Company.

2. Main objects of the Company have been reproduced as below:

INCORPORATION ARE:

1. To build, own and/or operate power plants either alone or in joint venture, especially in
India.

2. To generate, develop and accumulate electrical power at any place or places in India and
to transmit, distribute and supply such power.

3. To carry on the business of an electric power light and supply Company in all its branches
and in particular to construct, lay down, establish, fix and carry out all necessary power
stations, cables, wires, lines, accumulators, lamps and works, and to generate,
accumulate, distribute and supply electricity, and to light cities, towns, streets, docks,
markets, theatres, buildings and places both public and private.

4. To enter into joint venture agreement, either directly or indirectly, with TRACTEBEL, S.A.,a
Company incorporated under the Law of Belgium, having its Registered Office at 1 Place
Du-Trone, B-1000, Brussels Belgium) for the purpose of carrying out the above objects.

5. To build, own and/or operate, undertake, identify, formulate, design, develop, structure,
promote, aid, procure, establish, equip, manage, construct, erect, operate, maintain,
improve, control, regulate, modify, re-structure, re-organise, participate and/or assist in
the designing, development, construction, manufacture, implementation, commissioning,
operation and maintenance of power plants including nuclear and renewable energy
power projects/plants (solar, wind or any other form/source of renewable energy)

15
 including pumped storage, and ancillary facilities and services for commercial use by itself,
its members, shareholders and/or others, through itself or other companies promoted by
the Company or promoters identified by the Company or through third parties or
contractors and operators, on a commercial format by charging, demanding, collecting,
auctioning, retaining and appropriating tariffs, charges, tolls, fees, prices, rents and all
types of revenues, user fees from users of infrastructure facilities and projects and
ancillary services and facilities, accept receivables towards dues, investments, returns,
servicing / repayments of debts or capital, or such other mode of receivables and to
provide Engineering, Procurement and Construction services, infrastructure and technical
support, drive innovation, creating ecosystem and other infrastructure facilities as may
be required for the purpose, either alone or in public private sector partnership mode or
joint venture or any other formats as may be necessary and for this purpose to enter into
all types of contracts with government and private entities through competitive bidding
or any other mechanism and to engage in all businesses as may be related or ancillary to
the aforesaid business areas.

6. To generate, develop, accumulate, purchase and sell through itself or other companies
promoted by the Company or promoters identified by the Company or through third
parties or contractors and operators, of all forms of electrical power, both conventional
and non-conventional including coal, gas, lignite, oil, biomass, waste, thermal, nuclear,
solar, hydel, geo-hydel, green hydrogen, wind and tidal waves and to transmit, distribute
and supply such power or otherwise deal in all forms of electrical energy in all aspects.

7. To manufacture, deal in, let on hire, install, repair and maintain, through itself or other
companies promoted by the Company or promoters identified by the Company or through
third parties or contractors and operators, plant, machinery, equipment, appliances,
components, materials, articles, apparatus, things and associated infrastructure of any
nature whatsoever used or capable of being used in connection with generation, storage,
supply, accumulation, distribution and application of electrical, renewable, nuclear and
all other types of energy.

8. To undertake, carry on, engage in, either alone or jointly, through itself or other
companies promoted by the Company or promoters identified by the Company or through
third parties or contractors and operators, the business of manufacturers, producers,
assemblers, dealers, importers, exporters, stockists, distributors, agents or otherwise deal
in manufacture of energy storage including battery energy storage solutions (BESS), dry
batteries, button batteries, battery plates, battery separators, battery containers, cells
lids and any other battery components.

During the last five years, there have been changes in the objects clause of the Company. A
certificate of incorporation consequent to such alteration of the objects clause(s) was issued by
Assistant Registrar of Companies / Deputy Registrar of Companies / Registrar of Companies, on
8th August, 2024.

3. The Company is, inter alia, engaged in the business of generation of power, and other allied
activities, through itself and its subsidiaries.

16
4. The share capital of the Company as on 29 th May, 2026, is as follows:

Particulars Amount (in INR)

Authorized Share Capital
500,00,00,000 equity shares of INR 10 each 5000,00,00,000
TOTAL 5000,00,00,000
Issued, Subscribed and Paid-up Capital
1,83,34,82,736 equity shares of INR 10 each fully paid up
1833,48,27,360
TOTAL 1833,48,27,360

st
5.
March, 2026, is annexed hereto and marked as Annexure II Colly.

6. The details of promoters, promoter group, directors and key managerial personnel of the
Company as on the date of the Notice along with their addresses are mentioned herein below:

Sr.
Name Category Address
No.
Promoter & Promoter Group
1. Urmila Kailashkumar Promoter Group 8/C IL Palazzo Little GIBBS RO
Kanoria Malabar Hill Club Mumbai - 400006
2. Tarini Jindal Handa Promoter Group Villa Orbit Flat No 1201, 16
Darbasha Lane, Nepean Sea Road,
Mumbai 400036
3. Seema Jajodia Promoter Group C 2 3rd Floor Westend VTC South
Motibagh, South West Delhi
110021
4. Sajjan Jindal Promoter Jindal Villa, 36 Nepean Sea Road,
Cumballa Hill, Mumbai 400026
5. Abhyuday Jindal Promoter Group 5 Aurangzeb Road Aurangzeb
Road, Central Delhi, Delhi, India-
110011
6. Urmila Bhuwalka Promoter Group 701/702 Nirman Kendra, 20 DR E
Moses Road Mahalaxmi, Mumbai
400011
7. Nirmala Goel Promoter Group 808 Mohan Kunj, DLF Colony,
Behind Income Tax Colony, Rohtak
Haryana 124001
8. Arti Jindal Promoter Group House No 250 Loona Ice Factory,
Wali Gali Ward No 2, Mandi
Dabwali, Haryana - 125104
9. Sangita Jindal Promoter Jindal Villa, 36 Nepean Sea Road,
Cumballa Hill, Mumbai 400026
10. Saroj Bhartia Promoter Group 6-B Lane No.-6 GRE, EN Avenue
Vasant Kunj Vasant Vihar Vasant
Kunj South West Delhi Delhi
110070
11. Tanvi Shete Promoter Group 402/502 Anand 42, Zigzag Road
Pali Hill, Bandra, Mumbai - 400050

17
Sr.
Name Category Address
No.
12. Parth Jindal Promoter Group Jindal House, 32 Walkeshwar Road,
Mumbai 400006
13. JSW Paints Limited Promoter Group Jindal Mansion 5A, DR G
Deshmukh Marg, Mumbai - 400026
14. Tanvi Jindal Family Trust Promoter Group Jindal Mansion 5A, DR G Deshmukh
(Trustees Sajjan Jindal, Marg, Mumbai - 400026
Sangita Jindal, Tanvi
Shete)
15. JSW Investments Promoter Jindal Mansion, 5 A Dr G
Private Limited Deshmukh Road, Mumbai - 400026
16. JSW Severfield Promoter Group 401 Grand Palladiom, 175 CST
Structures Limited Road Kalina, Santacruz East
Mumbai 400098
17. PRJ Family Management Promoter Group 6 Prithviraj Road, New Delhi, Delhi
Company Private 110011
Limited
18. South West Mining Promoter Group South West Mining Limited, JSW
Limited Mining Office Near Talur Cross, P O
Vidyanagar, Toranagallu - 583275
19. Tarini Jindal Family Promoter Group Jindal Mansion 5A, DR G Deshmukh
Trust Marg, Mumbai - 40002
(Trustees Sajjan Jindal,
Sangita Jindal, Tarini
Jindal Handa)
20. Epsilon Carbon Private Promoter Group Plot No 46 Upadrastha House, 46
Limited DR V B Gandhi Marg, Kala Ghoda
Fort, Mumbai - 400001
21. JSL Limited Promoter Group 28 Najafgarh Road, New Delhi
110015
22. Sajjan Jindal Family Promoter Group Jindal Mansion 5A, DR G Deshmukh
Trust Marg, Mumbai - 400026
(Trustees Sajjan Jindal,
Sangita Jindal)
23. JSW Jaigarh Port Limited Promoter Group JSW Centre, Bandra Kurla Complex,
Bandra East, Mumbai 40051
24. Indusglobe Promoter Group Jindal Mansion, 5 A Dr G
Multiventures Private Deshmukh Road, Mumbai - 400026
Limited
25. Virtuous Tradecorp Promoter Group Jindal Stainless Hissar Limited
Private Limited Complex, OP Jindal Marg, Hisar
125005
26. JTPM Metal Traders Promoter Group JSW Centre, Bandra Kurla Complex,
Private Limited Bandra East, Mumbai 40051
27. Sangita Jindal Family Promoter Group Jindal Mansion, 5 A Dr G
Trust Deshmukh Road, Mumbai - 400026
(Trustees Sajjan Jindal,
Sangita Jindal)

18
Sr.
Name Category Address
No.
28. Neotrex Steel Limited Promoter Group Chikantapura Village, SURVEY NO
86/2 86/3 86/4 87/5, Bellari Bellary
Bellari 583115
29. JSW Steel Limited Promoter Group JSW Centre, Bandra Kurla Complex,
Bandra East, Mumbai 40051
30. Nalwa Sons Investments Promoter Group 28, Najafgarh Road, Moti Nagar
Limited Industrial Area, New Delhi - 110015
31. Narmada Fintrade Promoter Group Empire Mills Complex, 414
Private Limited Senapati Bapat Marg, Lower Parel,
Mumbai Maharashtra - 400013
32. Parth Jindal Family Trust Promoter Group Jindal Mansion, 5 A Dr G
(Trustees Sajjan Jindal, Deshmukh Road, Mumbai - 400026
Sangita Jindal, Parth
Jindal)
33. Sahyog Holdings Private Promoter Group JSW Centre, Bandra Kurla
Limited Complex, Bandra East, Mumbai
400051
34. JSW Steel Coated Promoter Group JSW Centre, Bandra Kurla Complex,
Products Limited Bandra East, Mumbai 400051
35. JSW Holdings Limited Promoter Group Jindal Mansion, 5 A DR. G.
Deshmukh Marg, MUMBAI
400026
36. Siddeshwari Tradex Promoter Group 28 Najafgarh Road, New Delhi
Private Limited 110015
37. JSW Cement Limited Promoter Group JSW Centre, Bandra Kurla Complex,
Bandra East, Mumbai 400051
38. Amba River Coke Promoter Group JSW Centre, Bandra Kurla Complex,
Limited Bandra East, Mumbai 400051
39. Sajjan Jindal Lineage Promoter Group Jindal Mansion, 5 A DR. G.
Trust Deshmukh Marg, MUMBAI
(Trustees Sajjan Jindal, 400026
Sangita Jindal)
40. Sarika Jhunjhunwala Promoter Group HOUSE 3 & 4 27 29 Consort Rise
Pok FU LAM HK Hongkong 999999
41. Prithavi Raj Jindal Promoter Villa P12/Frond P Villa 12, PO Box:
92130, Dubai, UAE
42. Ratan Jindal Promoter Group House No. 5, Dr. APJ Abdul Kalam
Road, New Delhi - 110011
Directors & Key Managerial Personnels
1. Sajjan Jindal Executive Director- Jindal Villa, 36 Nepean Sea Road,
Chairperson related Cumballa Hill, Mumbai 400026
to Promoter-
Managing Director
2. Rupa Devi Singh Non-Executive - 2103, Building no. 1, Dheeraj
Independent Director Gaurav Heights, Off Link Road,
Opp. Infinity Mall, Andheri West,
Mumbai - 400053

19
 Sr.
Name Category Address
No.
3. Sunil Badriprasad Goyal Non-Executive - 731/A, Akshay Giri Kunj - III,
Independent Director Paliram Road, Behind BMC Office,
Andheri West, Mumbai - 400058
4. Munesh Narinder Non-Executive - Ground Floor, Beachwood House,
Khanna Independent Director Jussawala Wadi, Oberoi Enclave,
Juhu, Mumbai 400049
5. Parth Sajjan Jindal Non-Executive - Non Jindal House, 32, Walkeshwar
Independent Director Road, Malabar Hill, Mumbai,
400006
6. Rajeev Sharma Non-Executive - L1/4, 1st floor, Hauz Khas Enclave,
Independent Director New Delhi - 110016
7. Desh Verma Non-Executive - 10, Teen Murti Lane South Avenue,
Independent Director Central Delhi, Delhi - 110011
8. Ajoy Mehta Non-Executive - 5-B Samta [Link]. Housg. Soci. Ltd.
Independent Director Gen. Jagannath Bhosale Marg,
Nariman Point, Mumbai-400021
9. Sharad Mahendra Executive Director- G/1601, Kanakia Paris, F Block, Opp
CEO Ascend International School, BKC,
Bandra East, Mumbai-400051
10. Rajiv Chaudhri J Non-Executive - 5342, Fisher Island, DR Unit, Miami
Independent Director Beach, Florida, United States
331090303
11. Chandrasekaran Chief Financial Plot No. 27, Jain Nagar, 2nd Street,
Prabhakaran Officer Hastinapuram, Chennai, Tamil
Nadu 600064
12. Monica Chopra Company Secretary Flat 5, 3rd Floor, Ashish Bldg, S.V.
& Compliance Officer Road, Santacruz (West) Mumbai-
400054

B. Particulars of the Demerged Company

1. Demerged Company
L74140MH1992PLC068379 was incorporated on 2 nd September, 1992, under the provisions of
the Companies Act, 1956,

Deputy Registrar of Companies, Mumbai, Maharashtra on 19 th November, 1999. The name of

issued by Deputy Registrar of Companies, Mumbai, Maharashtra on 5th September, 2000. The

was issued by Deputy Registrar of Companies, Mumbai, Maharashtra on 11th November, 2002.

issued by Registrar of Companies, Mumbai, Maharashtra on 6th June, 2012. The name of the

Registrar of Companies, Mumbai, Maharashtra on 5th August, 2016. The shares of the Demerged

20
 Company are listed on the BSE Limited and the National Stock Exchange of India Limited. The
registered office of the Demerged Company is situated at Regus Magnum Business Centers
Private Limited, 11th Floor, Platina, Block G, Plot C-59 BKC, Bandra (East), Mumbai 400 051,
Maharashtra, India. Its permanent account number with the income tax department is
AABCA8679F. The email address of the Demerged Company is [Link]-
relations@[Link] and website is [Link]
power-india-limited.

During the last five years, there has been no change in the name of the Demerged Company.
The registered office of the Demerged Company was relocated from Unit No 211-212, 2nd Floor,
The Capital, G Block, Plot No. C-70, Bandra Kurla Complex, Bandra East, Mumbai 400051 to
Regus Magnum Business Centers, 9th floor, Platina, Block G, Plot C-59 BKC, Bandra (E), Mumbai,
Maharashtra 400 051, India, w.e.f. 14th August,2021. Subsequently, the registered office of
the Demerged Company was shifted within the same state from Regus Magnum Business
Centers, 9th floor, Platina, Block G, Plot C-59 BKC, Bandra (E), Mumbai, Maharashtra 400051
to Regus Magnum Business Centers Private Limited, 11 th floor, Platina, Block G, Plot C-59 BKC,
Bandra (E), Mumbai, Maharashtra 400051 w.e.f. 1st July, 2022.

2. Main objects of the Demerged Company have been reproduced as below:

INCORPORATION:

1 To carry on the business of Management Advisers and Consultants on all matters and
problems relating to the administration, organisation, management, commencement or
expansion of industry and business, production, purchase, sales, marketing,
advertisement, publicity, personnel, export and import, human resources development
to various industries and industrial concerns, firms, societies, corporation, government,
public and local authorities, trusts, scientific research and development centres and any
other commercial or non commercial undertakings in India and abroad.

(1A) To manufacture, buy, sell, exchange, alter, improve, service, erect and commission,
manipulate, prepare for market, import or export or otherwise deal in all kinds of power
plants and power generation equipment including but not restricting to steam turbine,
gas turbine, hydro turbine, generators, condensers, exchangers and power plant
auxiliaries, steam generators and steam generator systems and all relating to power
generation or generation of electricity business in India and abroad.

(1B) To carry on the business of electric engineers, hydraulic engineers, power plant
engineers and all and every work connected with the same and carry on the business of
electrical, mechanical and consulting engineers, supplier of electricity for the purpose of

21
 light, heat, motive power or otherwise, manufacturers of and dealers in machinery,
apparatus, instruments and things required for or capable of being used in connection
with generation of electricity in India and abroad.

(1C) To design, engineer, manufacture, produce, install, market, erect, sell, operate, lease,
license, buy, import, export, overhaul, maintain, distribute, commission, supervise, rade
in and deal with:
a) railway transport equipment, and
b) all services in connection with (a) above, and
c) turnkey or otherwise projects for railway transport equipment
and to engage in any activities which for technical industrial or commercial reasons be
directly or indirectly appurtenant to foregoing or contribute to the development thereof.

(1D) To design, engineer, manufacture, produce, install, market, erect, sell, operate, lease,
license, buy, import, export, overhaul, maintain, distribute, commission, supervise, trade
in and deal with, in general, all manner of services and products regarding transport
equipment.

(1E) To engineer, set up, build, purchase, lease, establish and operate manufacturing plants,
factories and facilities, processing plants, marketing and distributing and operating
systems and to import, export, buy, sell, market, trade in and deal with plant, machinery,
equipment, materials necessary to set up, build, purchase, service, maintain and
establish the above for the objects set out in clauses (1C) and (1D) herein above.

(1F) To carry out any and all activities of research and development of or relating to
transportation equipment and related development.

(1G) To carry on all or any of the trades or business of electrical, electronic, mechanical, civil,
hydraulic, nuclear, constructional and general engineers and every branch thereof and
contractors for the design, manufacture and supply of equipment, apparatus and
systems of every kind in connection therewith; and for the erection, construction, repair
and maintenance of buildings, premises, plant, machinery and public or private works
of all kinds, in particular in the field of industrial, oil and tertiary sectors and in

22
 connection with generation, transmission, distribution, control, supply, accumulation
and employment of electricity and energy of every kind.

(1H) To design, develop, fabricate, manufacture, assemble, export, import, install, service,
maintain, repair, lease, licence, market, buy, sell, distribute, trade in and deal with either
as principal or as agent, and to act as consultants and render services in connection with
all kinds of telecommunication equipments, including terminal 3 equipments, exchange
equipments, data processing, electronic, mechanical transmission, terminal and
equipments, microwave, radio wave and satellite products and system industries,
telephone instruments, switching exchanges, transmission lines, and equipments and all
components, accessories, spare parts, kits and subassemblies thereof and to engage any
activity which may for technical, industrial or commercial reasons, directly or indirectly
be appurtenant to the foregoing or contribute to development thereof.

(1I) To carry on business as manufacturers of water-tube steam boilers and machinery of

every or any description, and generally the business of engineers and manufactures of
machinery of every description, and to buy, sell, manufacture, manipulate and deal in
ores, metals, ironstone, and materials and apparatus of all kinds which can conveniently
be dealt in by the Company in connection with any of its objects and to purchase, apply
for or otherwise acquire, in India and elsewhere letters, patent or patent rights, and
licenses and to purchase or otherwise acquire, use and register trade marks to carry on
the business, whether manufacturing or otherwise, which can be conveniently carried
alculated

property or rights for the time being or which it may be deemed advantageous to the
Company to obtain or acquire.

(1J) To crush, win, get, quarry, smelt, refine, manufacture, grow, produce, treat and prepare
for market and deal in ores, metals, chemicals, mineral, vegetable and animal
substances and oils, timber, fabrics, yarns, fibres, cellulose of all kinds, and their
respective derivatives and by-products and all machinery, tools and apparatus used in
connection therewith and to carry on any business relating to the connection therewith
and to carry on any business relating to the winning, production, treatment, working or
use thereof and the preparation thereof for market, and to carry on business as

23
 engineers, iron masters, iron founders, patent fuel manufacturers, steel makers, steel
workers, brass founders, colliery proprietors, coke manufacturers, miners, smelters, tin
plate makers, brick makers, farmers, distillers, die-makers, metallurgists, chemists, gas
products and suppliers of petrol, oil, spirit and other motive power, and to make,
purchase, hire, let out and sell railway and other plant, fittings, machinery, rolling stock,
stock-in-

During the last five years, there has been no change in the objects clause of the Company.

3. The Demerged Company is inter alia, engaged in the business of design, development,
engineering, project management, manufacturing, supply, construction, commissioning, repairs
and modernization (R&M), services, retrofit and upgrades of boiler, coal mills, pressure vessels,
critical piping for steam turbine applications, steam turbine and generator spares and
components, air quality control systems, automation systems, and power electronics for
thermal power plants and industrial application.

4. The share capital of the Demerged Company as on 29 th May, 2026 is as follows:

Particulars Amount in INR

Authorised Share Capital
19,50,00,000 equity shares of INR 10 each 195,00,00,000
4,05,00,000 preference shares of INR 100 each 405,00,00,000
Total 600,00,00,000
Issued, Subscribed and Paid-up Share Capital
6,72,27,471 equity shares of INR 10 each fully paid up 67,22,74,710
Total 67,22,74,710

5.
ended 31st March, 2026, are annexed hereto and marked as Annexure II Colly.

6. The details of promoters, promoter group, directors and key managerial personnel of the
Demerged Company as on date of this Notice along with their addresses are mentioned herein
below:

Sr.
Name Category Address
No.
Promoter & Promoter Group
1. GE Steam Power Promoter Koopmansstraat 7, Rijswijk,
International B.V. Netherlands, Postal Code 2288 BC
2. GE Renewable Holding Promoter Group Regus Breda Business Park,
B.V. Verlengde Poolseweg 16, Breda,
Netherlands, Postal code 4818 CL
3. GE Power Global B.V. Promoter Group Regus Breda Business Park,
Verlengde Poolseweg 16, Breda,
Netherlands, Postal code 4818 CL
4. GE Power Netherlands Promoter Group Westervoortsedijk 73 KB, Arnhem,
B.V. Netherlands, Postal code 6827 AV

24
 Sr.
Name Category Address
No.
5. GE Vernova Holdings Promoter Group 58 Charles Street, Cambridge,
LLC Massachusetts, United States, Postal
code 02141
6. GE Vernova Inc. Promoter Group 58 Charles Street, Cambridge,
Massachusetts, United States, Postal
code 02141
7. NTPC GE Power Promoter Group NTPC Bhawan, Scope Complex, 7,
Services Private Limited Institutional Ara, New Delhi, India,
Postal code 110003
8. GE Power Service Korea Promoter Group Level 4, Gangnam Finance Center,
Ltd. 152 Teheran-ro, Gangnam-gu, Seoul,
Korea, Republic Of (South), Postal
Code 06236
9. GE Steam Power FZ-LLC Promoter Group 402 - SUB1, 4th Floor, Building 24,
Dubai Internet City, Dubai, United
Arab Emirates
10. GE Power Boilers Promoter Group Space No. ESNT 2A 0602, 6th Floor
Services Limited ECOSPACE-II, Ecospace Business
Park, Premise No.2F/11, Action area
II, New Town, Rajarhat, Kolkata
700 160
Directors & key Managerial Personnel
1. Mr. Craig Martin Non-Executive - Non- Oberer Ziegelhau 11, 5400, Baden
Richards Independent Director-
Chairperson
2. Mr. Puneet Bhatla Executive Director- Pocket-B-28-C, Gangotri Enclave,
Managing Director Alaknanda, New Delhi- 110019
3. Mr. Ashok Kumar Barat Non-Executive - 8th Floor, 804, T5 Ariana, Emerald
Independent Director Isle, Saki Vihar Road, L and T, Gate
No, 5, Powai, Mumbai, Maharashtra-
400072
4. Ms. Shukla Wassan Non-Executive - Flat No. D- 214, The Belaire, DLF city
Independent Director Phase V, Gurugram-122011
5. Mr. Neeraj Kumar Non-Executive - A-23, Lajpat Nagar II, New Delhi,
Nanda Independent Director Lajpat Nagar S.O, South Delhi, Delhi,
110024

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia, as stated below. The capitalized terms used
herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

a) The Scheme provides for: (i) the demerger, by way of transfer as a going concern, on an as
is where is basis, and vesting of the Demerged Undertaking (as defined in the Scheme) from
the Demerged Company to the Resulting Company in accordance with Section 2(19AA),
Section 47 and other relevant provisions of the Income Tax Act, 1961, Sections 230 to 232
and other relevant provisions of the Act and rules made thereunder, and the relevant
provisions of the Master Circular (as defined in the Scheme) and the LODR Regulations (as

25
 defined in the Scheme), and the consequent issuance of Resulting Company New Shares (as
defined in the Scheme) by the Resulting Company to Eligible Shareholders (as defined in the
Scheme) of the Demerged Company in accordance with the Share Entitlement Ratio (as
defined in the Scheme) in the manner set forth in this Scheme; and (ii) various other matters
consequential or otherwise integrally connected therewith, each in the manner as more
particularly as described in the Scheme.

b) The Appointed Date of the Scheme is the opening business hours of 1st July, 2025, or such
other date as may be mutually agreed by the Boards of the Demerged Company and the
Company or such other date as the NCLT may direct or allow.

c) The Effective Date of the Scheme means the last of the dates on which all the conditions
precedent and matters referred to in Clause 13 of the Scheme occur or have been fulfilled,
obtained or waived, as applicable, in accordance with the Scheme.

d) The Scheme as may be approved or directed by the Tribunal, shall become operative on and
from the Effective Date, and the Demerged Undertaking shall stand transferred and be
vested in the Resulting Company on and from and with effect from the Appointed Date.

e) Upon the coming into effect of the Scheme and in consideration of the transfer and vesting
of the Demerged Undertaking of the Demerged Company in the Company in terms of the
Scheme, the Company shall, without any further application, act or deed, issue and allot
Resulting Company New Equity Shares
Eligible Shareholders, or to their respective heirs, executors, administrators, other legal
representative or other successors in the title in the following manner:

10 (ten) fully paid up equity shares of INR 10 (Indian Rupees Ten) each of the Resulting
Company shall be issued and allotted for every 139 (one hundred and thirty nine) fully paid-
up equity shares of INR 10 (Indian Rupees Ten) each held in the Demerged Company which
shall be adjusted, without any further approval from the Government Authority, for any
restructuring of share capital of the Demerged Company and/or the Resulting Company by
way of share split/ consolidation/ issue of bonus shares, buyback/ capital reduction/
preferential issue/ issue of shares on conversion of loans, debentures, preference shares,
except issuance of shares on account of employee stock options during the pendency of the
Share Entitlement Ratio

Note: The above details are the salient features of the Scheme. The shareholders are
requested to read the entire text of the Scheme annexed hereto to get fully acquainted with
the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company and the Demerged Company are not related to each other.

7. BOARD APPROVALS

i. The Board of Directors of the Company at its meeting held on 18 th September, 2025, based on
the recommendations of the Audit Committee and the Committee of Independent Directors,
approved the Scheme, as detailed below:

26
 Name of Director Designation Voted in favour / against / did
not participate or vote
Mr. Sharad Mahendra Jt. Managing Director and CEO Favour
Mr. Pritesh Vinay Director (Finance) Favour
Mr. Sunil Goyal Independent Director Favour
Ms. Rupa Devi Singh Independent Director Favour
Mr. Rajeev Sharma Independent Director Favour
Mr. Desh Deepak Verma Independent Director Favour
Mr. Ajoy Mehta Independent Director Favour
Mr. Rajiv Chaudhri Independent Director Favour
Mr. Sajjan Jindal Managing Director Did not participate
Mr. Parth Jindal Director Did not participate
Mr. Munesh Khanna Independent Director Did not participate

ii. The Board of Directors of the Demerged Company at its meeting held on 18 th September, 2025,
based on the recommendations of the Audit Committee and the Committee of Independent
Directors, approved the Scheme, as detailed below:

Name of Director Designation Voted in favour / against / did

not participate or vote
Mr. Craig Martin Chairman- Non-Executive, Non-
Favour
Richards Independent Director
Mr. Puneet Bhatla Managing Director Favour
Whole-time Director & Chief
Mr. Aashish Ghai Favour
Financial Officer*
Ms. Shukla Wassan Independent Director Favour
Mr. Neeraj Kumar
Independent Director Favour
Nanda
Mr. Ashok Kumar Barat Independent Director Favour

*resigned with effect from 13th May 2026

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the
Company and the Demerged Company and their respective relatives (as defined under the Act
and rules framed thereunder) have any interest in the Scheme except to the extent of their
shareholding in the Company, if any.

9. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

i. Shareholders:

(a) The Company will issue equity shares to the shareholders of the Demerged Company in terms
of the Scheme. The Scheme is expected to have several benefits for the Company and the
Demerged Company, as indicated in the rationale of the Scheme, and is expected to be in the
best interests of their respective shareholders. Upon issuance of equity shares pursuant to the
Scheme, there will only be a nominal dilution in the existing shareholding of the shareholders

27
 in the Company. Thus, there is no adverse effect of the Scheme on the equity shareholders
(promoters and non-promoter shareholders) of the Company. The impact of the Scheme on the
shareholders, including the public shareholders, would be the same in all respects and no
shareholder is expected to have any disproportionate advantage or disadvantage in any
manner.

(b) After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity
shares issued as consideration pursuant to the Scheme, shall be listed on the stock exchanges.

ii. Key Managerial Personnel:

None of the KMPs of the Company and the Demerged Company have any interest in the Scheme
except to the extent of the shares held by them, if any, in the respective companies. There shall
be no effect of the Scheme on KMPs of the Company and the Demerged Company, pursuant to
the Scheme.

iii. Holders of Non- NCDs

(a) Impact: The holders of the NCDs in the Company shall continue to hold the NCDs in the
Company even post the Scheme becoming effective on the same terms and conditions at which
they were issued. The liability of the Company towards the NCD holders of the Company is
neither being reduced nor being extinguished under the Scheme. Thus, the rights of the holders
of the NCDs are in no manner affected by the Scheme.

(b) Safeguards for the protection of the holders of NCDs: Pursuant to the Scheme, the holders of
NCDs of the Company as on the Effective Date shall continue to hold the same NCDs, without
any interruption, on the same terms, including the coupon rate, tenure, redemption price,
quantum, and nature of security, ISIN, etc.

(c) Exit offer to the dissenting holders of NCDs, if any: As the Scheme does not in any manner affect
the interest of the holders of NCD, nor does it impact the ability of the Company to discharge
its obligations towards the NCDs, no safeguards are being proposed under the Scheme, nor is
any exit offer being offered to the dissenting holders of NCDs. However, the NCDs of the
Company, as on the Effective Date, will continue to be freely tradable and listed on BSE, thereby
providing exit option and liquidity to the holders of such NCDs.

(d) In view of the above, the Scheme will not have any adverse impact on the holders of NCDs of
the Company. Further, the debenture trustees will continue to be debenture trustees of the
Company.

(e) There are no NCDs in the Demerged Company. The Demerged Company has not appointed any
debenture trustees.

The effect of the Scheme on the shareholders, KMPs, NCD holders of the Company and the
Demerged Company, as applicable, adopted by the respective Board of Directors of the
Company and the Demerged Company at their meeting held on 18 th September, 2025, pursuant
to the provisions of Section 232(2)(c) of the Act are annexed hereto as Annexure III Colly.

28
iv. Directors:

(a) The Scheme will have no effect on the office of existing Directors of the Company and the
Demerged Company, and they will continue to be Directors of the Company and the Demerged
Company, respectively, as before.

(b) It is clarified that the composition of the Board of Directors of the Company and the Demerged
Company may change by appointments, retirements or resignations in accordance with the
provisions of the Act, LODR Regulations and Memorandum and Articles of Association of the
Company and the Demerged Company, as may be applicable but the Scheme itself does not
affect the office of the directors of the Company and the Demerged Company.

(c) The effect of the Scheme on Directors of the Company and the Demerged Company in their
capacity as shareholders of such companies is the same as in case of other shareholders of the
Company, as mentioned in the aforesaid reports annexed as Annexure III Colly above.

v. Employees:

(a) Pursuant to the Scheme, the Company will engage, without any interruption in service, all
employees engaged in or in relation to the Demerged Undertaking of the Demerged Company,
on the terms and conditions not less favorable than those on which they are engaged by the
Demerged Company.

(b) Apart from the above, employees engaged in the Company and the Demerged Company will
continue to be employees of the Company and the Demerged Company, respectively, on the
same terms and conditions, as before.

vi. Creditors and/or other lenders of the Company:

(a) Under the Scheme, there is no arrangement with the creditors and/or other lenders of the
Company. The liability of the Company towards such creditors and/or other lenders is neither
being reduced nor being extinguished under the Scheme and shall be paid off in the ordinary
course of business. The creditors of the Demerged Company forming a part of the Demerged
Undertaking will become creditors of the Company, on the same terms and conditions as were
applicable to the Demerged Company, post the Scheme becoming effective.

(b) Apart from the above, creditors of the Demerged Company and the Company will continue to
be creditors of the Demerged Company and the Company, respectively, on the same terms and
conditions, as before.

vii. Depositors and Deposit Trustees:

The Company and the Demerged Company have not taken any public deposits. The Company
and the Demerged Company has not appointed any deposit trustees.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The
Scheme will be advantageous and beneficial to the Company, its shareholders and other
stakeholders and the terms thereof are fair and reasonable.

29
10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company
and the Demerged Company.

11. AMOUNTS DUE TO UNSECURED CREDITORS

i. The amount due to unsecured creditors of the Company and the Demerged Company as on 31st
May, 2026, is as follows:

Sl. No. Particulars in INR

1. GE Power India Limited 2,70,81,48,282
2. JSW Energy Limited
66,97,77,31,708

ii. The Scheme embodies the arrangement between the Company, the Demerged Company, and
its shareholders. No change in value or terms or any compromise or arrangement is proposed
under the Scheme with any of the creditors of the Company and the Demerged Company.

12. DEBT RESTRUCTURING

There is no debt restructuring envisaged in the Scheme.

Upon the Scheme becoming effective and with effect from the Appointed Date and subject to
the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act and in accordance
with Section 2(19AA) of the Income Tax Act, 1961, the Demerged Undertaking along with all its
assets, liabilities, obligations, etc. shall, without any further act, instrument or deed, be
demerged from the Demerged Company and transferred to and be vested in or be deemed to
have been vested in the Company as a going concern so as to become as and from the
Appointed Date, the assets, liabilities, obligations, etc., of the Company by virtue of, and in the
manner provided in the Scheme. Further, the holders of the NCDs in the Company shall continue
to hold the NCDs in the Company even post the Scheme becoming effective on the same terms
and conditions at which they were issued.

Details of existing and expected debt structure (standalone) is given below:

(Rs. in crores)
Existing Expected
A. Long Term Debts
Debentures-NCD's 2,500 2,500
Term Loans 3,604.08 3,604.08
Long term debts 6,104.08 6,104.08
B. Working capital
Commercial Papers - -
Working Capital demand loan - -
Short term debts - -
Total debt 6,104.08 6,104.08

13. VALUATION REPORT AND FAIRNESS OPINION

30
i. A copy of the joint share entitlement ratio report dated 18 th September , 2025 issued by RBSA
Valuation Advisors LLP, Registered Valuer (Registration No. IBBI/RV-E/05/2019/110) and GT
Valuation Advisors Private Limited, Registered Valuer (Registration No. IBBI/RV-
E/05/2020/134), thereto, issued from time to time, in connection with the Scheme is annexed
hereto as Annexure IV.

ii. Copy of the fairness opinion issued by IDBI Capital Markets & Securities Limited, an Independent
SEBI registered Merchant Banker (SEBI Merchant Registration No. MB/INM000010866) to the
Demerged Company and copy of the Fairness Opinion issued by 3Dimension Capital Services
Limited, an Independent SEBI registered Merchant Banker (SEBI Merchant Registration No.
INM000012528) to the Resulting Company, has also confirmed that the share entitlement ratio
as stated in the joint share entitlement ratio report is fair and reasonable are annexed hereto
as Annexure V Colly.

14. SHAREHOLDING PATTERN

A. The pre / post-arrangement shareholding pattern of the parties to the Scheme:

i. The Company

(a) The pre-equity shareholding of the Company is as follows (based on shareholding data as 29 th
May, 2026:

Sr. Description Name of Shareholder Pre-arrangement

No.
No. of shares %

(A) Shareholding of Promoter

and Promoter Group

1 Indian
(a) Individuals/ Hindu Undivided Nirmala Goel 1,13,750 0.01
Family
Parth Jindal 1,76,27,225 0.96
Arti Jindal 10 0
Saroj Bhartia 1,50,000 0.01
Abhyuday Jindal 370 0
Urmila Kailashkumar 75,000 0
Kanoria
Tarini Jindal Handa 2,50,52,225 1.37
Tanvi Shete 2,50,52,757 1.37
Sangita Jindal 100 0
Urmila Bhuwalka 1,65,000 0.01
Seema Jajodia 30,08,027 0.16

31
Sr. Description Name of Shareholder Pre-arrangement
No.
No. of shares %

Sajjan Jindal 100 0

(b) Central Government/ State - - -
Government(s)
(c) Financial Institutions/ Banks -
(d) Any Others Narmada Fintrade 54,990 0
Private Limited
JSW Severfield Structures 5,000 0
Limited
South West Mining 3,14,000 0.02
Limited
Parth Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Parth
Jindal)
JTPM Metal Traders 1,42,23,809 0.78
Private Limited
Sahyog Holdings Private 100 0
Limited
Amba River Coke Limited 71,38,640 0.39
Tarini Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Tarini
Jindal Handa)
Sajjan Jindal Lineage 100 0
Trust (Trustees Sajjan
Jindal, Sangita Jindal)
JSW Cement Limited 26,29,610 0.14
JSW Steel Coated 90,31,770 0.49
Products Ltd
Virtuous Tradecorp 8,55,99,613 4.67
Private Limited
JSL Limited 14,53,32,820 7.93
JSW Steel Limited 8,53,63,090 4.66
Nalwa Sons Investments 370 0
Limited

32
Sr. Description Name of Shareholder Pre-arrangement
No.
No. of shares %

Sajjan Jindal Family Trust 100 0

(Trustees Sajjan Jindal,
Sangita Jindal)
JSW Investments Private 31,14,92,694 16.99
Limited
Tanvi Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Tanvi
Shete)
Neotrex Steel Private 72,000 0
Limited
Siddeshwari Tradex 23,09,32,433 12.6
Private Limited
Sangita Jindal Family 100 0
Trust (Trustees Sajjan
Jindal, Sangita Jindal)
JSW Jaigarh Port Limited 1,05,000 0.01
JSW Holdings Limited 445 0
PRJ Family Management 360 0
Company Private Limited
JSW Paints Limited 5,000 0
Epsilon Carbon Private 66,670 0
Limited
Indusglobe 25,59,86,044 13.96
Multiventures Private
Limited
Sub Total(A)(1) 1,21,95,99,622 66.52

2 Foreign
(a) Individuals (Non- Sarika Jhunjhunwala 2,20,000 0.01
Residents Individuals/
Ratan Jindal - -
Foreign Individuals)
Prithavi Raj Jindal - -
(b) Bodies Corporate - - -
(c) Institutions - - -
(d) Any Others - - -
Sub Total(A)(2) 2,20,000 0.01

33
Sr. Description Name of Shareholder Pre-arrangement
No.
No. of shares %

Total Shareholding of 1,21,98,19,622 66.53

Promoter and Promoter
Group (A) = (A)(1)+(A)(2)

(B) Public shareholding

1 Institutions

(a) Mutual Funds 13,61,95,790 7.43

Financial Institutions / Banks 10,78,882 0.06

(b)

Central Government/ - -
(c)
State Government(s)
(d) Venture Capital Funds - -

(e) Insurance Companies 14,62,49,949 7.98

Foreign Institutional - -
(f) Investors
Foreign Venture Capital - -
(g) Investors
(h) Any Other - -

(i) Alternate Investment Funds 9,16,370 0.05

(j) Provident Funds/Pension 1,23,72,486 0.67

Funds
(k) Sovereign Wealth Funds 6,08,220 0.03

(l) NBFC Registered with RBI 9,165 0.00

(m) Foreign Portfolio Investors 18,00,45,000 9.82

Category I

(n) Foreign Portfolio Investors 2,83,28,224 1.55

Category II

(o) Shareholding by Companies 2,504 0.00

or Bodies Corporate where

34
Sr. Description Name of Shareholder Pre-arrangement
No.
No. of shares %

Central / State Government

is a promoter

(p) Asset Reconstruction 0 0

Companies
Sub-Total (B)(1) 50,58,06,590 27.59

2 Non-institutions

(a) Bodies Corporate 3,56,88,362 1.95

(b) Individuals

I Individuals -i. Resident 5,43,22,444 2.96

Individual shareholders
holding nominal share
capital up to Rs 2 lakh
II ii. Resident Individual 95,62,604 0.52
shareholders holding
nominal share capital in
excess of Rs. 2 lakh.
(c) Any Other

I Directors and their relatives 1,33,458 0.01

(excluding independent
directors and nominee
directors)
II Key Managerial Personnel 95,413 0.01

III Relatives of promoters 0 0

(other than 'immediate
relatives' of promoters
disclosed under 'Promoter
and Promoter Group'
category)
IV Trusts where any person 2,53,520 0.01
belonging to 'Promoter and
Promoter Group' category is
'trustee', 'beneficiary', or
'author of the trust'
V Investor Education and 2,36,102 0.01
Protection Fund (IEPF)

35
Sr. Description Name of Shareholder Pre-arrangement
No.
No. of shares %
VI Non Resident Indians (NRIs) 36,00,341 0.2

VII Foreign Nationals 25 0

VIII Foreign Companies

IX Clearing Members 22,243 0

X HUF 28,10,567 0.15

XI TRUSTS 30,470 0.00

Sub-Total (B)(2)

(B) Total Public 10,67,55,549 5.82

Shareholding(B)=
(B)(1)+(B)(2)

TOTAL (A)+(B) 61,25,62,139 33.41

(C) Shares held by - -

Custodians and against
which DRs have been issued

(D) Non- Promoter Non-Public

shareholding
Employee Benefit Trust 11,00,975 0.06
(under SEBI (Share based
Employee Benefit)
Regulations 2014)
Sub-Total (D) 11,00,975 0.06

GRAND TOTAL 1,83,34,82,736 100.00

(A)+(B)+(C)+(D)

36
(b) Post demerger shareholding of the Company (equity) is as follows (based on shareholding data
as on 29th May, 2026:

Sr. Description Name of Shareholder Post-arrangement

No.
No. of shares %

(A) Shareholding of Promoter

and Promoter Group
1 Indian
(a) Individuals/ Hindu Undivided Nirmala Goel 1,13,750 0.01
Family
Parth Jindal 1,76,27,225 0.96
Arti Jindal 10 0
Saroj Bhartia 1,50,000 0.01
Abhyuday Jindal 370 0
Urmila Kailashkumar 75,000 0
Kanoria
Tarini Jindal Handa 2,50,52,225 1.36
Tanvi Shete 2,50,52,757 1.36
Sangita Jindal 100 0
Urmila Bhuwalka 1,65,000 0.01
Seema Jajodia 30,08,027 0.16
Sajjan Jindal 100 0
(b) Central Government/ State - - -
Government(s)
(c) Financial Institutions/ Banks -
(d) Any Others Narmada Fintrade 54,990 0
Private Limited
JSW Severfield Structures 5,000 0
Limited
South West Mining 3,14,000 0.02
Limited
Parth Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Parth
Jindal)
JTPM Metal Traders 1,42,23,809 0.77
Private Limited

37
Sr. Description Name of Shareholder Post-arrangement
No.
No. of shares %

Sahyog Holdings Private 100 0

Limited
Amba River Coke Limited 71,38,640 0.39
Tarini Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Tarini
Jindal Handa)
Sajjan Jindal Lineage 100 0
Trust (Trustees Sajjan
Jindal, Sangita Jindal)
JSW Cement Limited 26,29,610 0.14
JSW Steel Coated 90,31,770 0.49
Products Ltd
Virtuous Tradecorp 8,55,99,613 4.66
Private Limited
JSL Limited 14,53,32,820 7.91
JSW Steel Limited 8,53,63,090 4.64
Nalwa Sons Investments 370 0
Limited
Sajjan Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal)
JSW Investments Private 31,14,92,694 16.94
Limited
Tanvi Jindal Family Trust 100 0
(Trustees Sajjan Jindal,
Sangita Jindal, Tanvi
Shete)
Neotrex Steel Private 72,000 0
Limited
Siddeshwari Tradex 23,09,32,433 12.56
Private Limited
Sangita Jindal Family 100 0
Trust (Trustees Sajjan
Jindal, Sangita Jindal)
JSW Jaigarh Port Limited 1,05,000 0.01
JSW Holdings Limited 445 0

38
Sr. Description Name of Shareholder Post-arrangement
No.
No. of shares %

PRJ Family Management 360 0

Company Private Limited
JSW Paints Limited 5,000 0
Epsilon Carbon Private 66,670 0
Limited
Indusglobe 25,59,86,044 13.93
Multiventures Private
Limited
Sub Total(A)(1) 1,21,95,99,622 66.34
2 Foreign
(a) Individuals (Non- Sarika Jhunjhunwala 2,20,000 0.01
Residents Individuals/
Ratan Jindal - -
Foreign Individuals)
Prithavi Raj Jindal - -
(b) Bodies Corporate - - -
(c) Institutions - - -
(d) Any Others - - -
Sub Total(A)(2) 2,20,000 0.01
Total Shareholding of 1,21,98,19,622 66.36
Promoter and Promoter
Group (A) = (A)(1)+(A)(2)

(B) Public shareholding

1 Institutions

(a) Mutual Funds 13,61,95,790 7.41

Financial Institutions / Banks 10,78,882 0.06

(b)

Central Government/ - -
(c)
State Government(s)
(d) Venture Capital Funds - -

(e) Insurance Companies 14,62,49,949 7.96

Foreign Institutional - -
(f) Investors

39
Sr. Description Name of Shareholder Post-arrangement
No.
No. of shares %
Foreign Venture Capital - -
(g) Investors
(h) Any Other - -

(i) Alternate Investment Funds 9,16,370 0.05

(j) Provident Funds/Pension 1,23,72,486 0.67

Funds
(k) Sovereign Wealth Funds 6,08,220 0.03

(l) NBFC Registered with RBI 9,165 0

(m) Foreign Portfolio Investors 18,00,45,000 9.79

Category I

(n) Foreign Portfolio Investors 2,83,28,224 1.54

Category II

(o) Shareholding by Companies 2,504 0

or Bodies Corporate where
Central / State Government
is a promoter

(p) Asset Reconstruction 0 0

Companies
Sub-Total (B)(1) 50,58,06,590 27.51

2 Non-institutions

(a) Bodies Corporate 4,05,24,871 2.20

(b) Individuals

I Individuals -i. Resident 5,43,22,444 2.96

Individual shareholders
holding nominal share
capital up to Rs 2 lakh
II ii. Resident Individual 95,62,604 0.52
shareholders holding
nominal share capital in
excess of Rs. 2 lakh.

40
Sr. Description Name of Shareholder Post-arrangement
No.
No. of shares %
(c) Any Other

I Directors and their relatives 1,33,458 0.01

(excluding independent
directors and nominee
directors)
II Key Managerial Personnel 95,413 0.01

III Relatives of promoters 0 0

(other than 'immediate
relatives' of promoters
disclosed under 'Promoter
and Promoter Group'
category)
IV Trusts where any person 2,53,520 0.01
belonging to 'Promoter and
Promoter Group' category is
'trustee', 'beneficiary', or
'author of the trust'
V Investor Education and 2,36,102 0.01
Protection Fund (IEPF)
VI Non Resident Indians (NRIs) 36,00,341 0.20

VII Foreign Nationals 25 0

VIII Foreign Companies

IX Clearing Members 22,243 0

X HUF 28,10,567 0.15

XI TRUSTS 30,470 0

Sub-Total (B)(2) 11,15,92,058 6.07

(B) Total Public 61,73,98,648 33.58

Shareholding(B)=
(B)(1)+(B)(2)

TOTAL (A)+(B)

41
 Sr. Description Name of Shareholder Post-arrangement
No.
No. of shares %
(C) Shares held by - -
Custodians and against
which DRs have been issued

(D) Non- Promoter Non-Public

shareholding
Employee Benefit Trust 11,00,975 0.06
(under SEBI(Share based
Employee Benefit)
Regulations 2014)
Sub-Total (D) 11,00,975 0.06

GRAND TOTAL 1,83,83,19,245 100.00

(A)+(B)+(C)+(D)

ii. The Demerged Company

The pre-equity shareholding of the Demerged Company is as follows (based on shareholding

data as on 29th May, 2026:

Sr. Category & Name of the Total No of Shares Held Shareholding as a % of total no
No. Shareholder of shares

A. PROMOTER AND PROMOTER GROUP SHAREHOLDING

1. Indian
a. Individuals/Hindu undivided
Family 0 0.00
b. Central Government/State
Government(s) 0 0.00
c. Financial Institutions/Banks 0 0.00
d. Any Other 0 0.00
Sub Total(A)(1) 0 0.00
2. Foreign 0 0.00
a. Individuals (Non-Resident
Individuals/Foreign
Individuals 0 0.00
b. Government 0 0.00
c. Institutions 0 0.00
d. Any Other 46102083 68.58
GE Steam Power
International B.V. 46102083 68.58
GE Renewable Holding B.V. 0 0.00

42
 GE Power Global B.V. 0 0.00
GE Power Netherlands B.V. 0 0.00
GE Vernova Holdings LLC 0 0.00
GE Vernova Inc. 0 0.00
NTPC GE Power Services
Private Limited 0 0.00
GE Power Service Korea Ltd. 0 0.00
GE Steam Power FZ-LLC 0 0.00
GE Power Boilers Services
Limited 0 0.00
Sub-Total (A)(2) 46102083 68.58
Total Shareholding of Promoter
and Promoter Group
(A)=(A)(1)+(A)(2) 46102083 68.58
B. PUBLIC SHAREHOLDING
1. Institutions (Domestic)
a. Mutual Funds 259813 0.39
b. Venture Capital Funds 0 0.00
c. Alternate Investment Funds 476901 0.71
d. Banks 21128 0.03
e. Insurance Companies 216797 0.32
f. Provident Funds/Pension
Funds 0 0.00
g. Asset Reconstruction
Companies 0 0.00
h. Sovereign Wealth Funds 0 0.00
i. NBFC Registered with RBI 750 0.00
j. Other Financial Institutions 0 0.00
k. Any Other 0 0.00
Sub Total (B)(1) 975389 1.45
2. Institutions (Foreign)
a. Foreign Direct Investment 0 0.00
b. Foreign Venture Capital 0 0.00
c. Sovereign Wealth Funds 0 0.00
d. Foreign Portfolio Investors
Category I 283811 0.42
e. Foreign Portfolio Investors
Category II 162991 0.24
f. Overseas Depositories
(holding DRs) (balancing
figure) 0 0.00
g. Foreign Bank 25 0.00
Sub Total (B)(2) 446827 0.66
3. Central Government/State
Government(s)/President of
India
a. Central Government /
President of India 259742 0.39

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b. State Government /
Governor 0 0.00
c. Shareholding by Companies
or Bodies Corporate where
Central / State Government
is a promoter 0 0.00
Sub Total (B)(3) 259742 0.39
4. Non-Institutions
a. Associate companies /
Subsidiaries 0 0.00
b. Directors and their relatives
(excluding independent
directors and nominee
directors) 0 0.00
c. Key Managerial Personnel 0 0.00
d. Relatives of promoters

category) 0 0.00
e. Trusts where any person
belonging to 'Promoter and
Promoter Group' category is
'trustee', 'beneficiary', or
'author of the trust' 0 0.00
f. Investor Education and
Protection Fund (IEPF) 263457 0.39
g. Resident Individuals holding
nominal share capital up to
Rs. 2 lakhs 12882638 19.16
h. Resident Individuals holding
nominal share capital in
excess of Rs. 2 lakhs 3395955 5.05
i. Non Resident Indians (NRIs) 693343 1.03
j. Foreign Nationals 22 0.00
k. Foreign Companies) 8383 0.01
l. Bodies Corporate 1358186 2.02
m. Clearing Members 2000 0.00
n. HUF 838973 1.25
o. TRUSTS 473 0.00
Sub Total (B)(4) 19443430 28.92
Total Public Shareholding (B) =
(B)(1)+(B)(2)+(B)(3)+(B)(4) 21125388 31.42
C. NON-PROMOTER AND NON-PUBLIC SHAREHOLDING
1. Shares underlying DRs 0 0.00
2. Shares held by Employees
Trusts 0 0.00

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 Total Non- Promoter and Non-
Public Shareholding
(C)=(C)(1)+(C)(2) 0 0.00
TOTAL SHAREHOLDING (A+B+C) 67227471 100.00

There will be no change in the post-equity shareholding pattern of the Demerged Company.

B. Pre/ post arrangement capital structure

The pre-arrangement capital structure of the Company and the Demerged Company is given in
paragraph 4 A(4) and 4 B(4) above.

i. The indicative post Scheme share capital structure of the Company will be as follows:

Particulars Amount (in INR)

Authorized Share Capital
500,00,00,000 equity shares of INR 10 each 50,00,00,00,000
Total 50,00,00,00,000
Issued, Subscribed and Paid-up Share Capital
183,83,19,245 equity shares of INR 10 each 1838,31,92,450

Total 1838,31,92,450

ii. There will be no change in the post Scheme share capital structure of the Demerged Company.

15. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH

ACCOUNTING STANDARDS

The certificate dated 18th September, 2025, issued by Deloitte Haskins & Sells LLP, Chartered
Accountants (Firm Registration No.: 117366W/W-100018) and Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration No: 015125N), Statutory Auditors of the Company and
the Demerged Company respectively, confirmed that the accounting treatment stated in the
Scheme is in compliance with the accounting standards prescribed under Section 133 of the Act
and other generally accepted accounting principles.

16. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

i. The equity shares of the Company and the Demerged Company are listed on BSE and NSE.
Additionally, the Resulting Company has also issued certain NCDs, which are listed on BSE. In
terms of Regulation 37 and Regulation 59A of the LODR Regulations read with applicable SEBI
circulars, NSE and BSE, have issued their respective observation letters dated 1st April, 2026, on
the Scheme to the Company and the Demerged Company. The Company and the Demerged
Company also submitted the Report of its Audit Committee on the Scheme and various other
documents to BSE and NSE and also displayed the same on their website and addressed all
queries on the said documents. The Complaints Report was also duly filed by the Company and
the Demerged Company. BSE and NSE by their respective letter dated 1 st April, 2026, issued to
the Company and the Demerged Company, have confirmed that there are no adverse
observations on the Scheme. A copy of the observation letters dated 1st April, 2026, received
by the Company and the Demerged Company from BSE and NSE are annexed hereto as

45
 Annexure VI Colly. Also, a copy of the Complaint Reports submitted by the Company to BSE and
NSE are annexed hereto as Annexure VII Colly.

ii. As per comments contained in the said observation letters, details of ongoing adjudication and
recovery proceedings, prosecution initiated and all other enforcement action taken against the
Company and the Demerged Company, its promoters and directors, as submitted to the
Tribunal, are attached hereto as Annexure VIII Colly.

iii. Further, as per the comments contained in the said observation letters, the Company and the
Demerged Company has also made disclosure in terms of the requirements of the observation
letters. The said information has been annexed hereto as Annexure IX.

iv. A copy of the Scheme has been filed by the Company and the Demerged Company with the
Registrar of Companies, Mumbai.

v. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be
served on all concerned authorities in terms of the Tribunal Order.

vi. All approvals as stated in Clause 13 (Conditions Precedent) of the Scheme, in order to give effect
to the Scheme will be obtained.

17. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents
will be available for inspection in the investor section of the website of the Company at
[Link]

a. Copy of the Tribunal Order;

b. Memorandum and Articles of Association of the Company and the Demerged Company;
c. Audited financial statements of the Company and the Demerged Company as on 31 st
March, 2025;
d.
for the year ended 31st March 2026;
e. Copy of the Scheme;
f. Certificate of the Statutory Auditor of the Company and the Demerged Company,
respectively, confirming that the accounting treatment prescribed under the Scheme is in
compliance with Section 133 of the Act and applicable accounting standards; and

g. [Link]
in terms of the SEBI Master Circular number SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated
20th June, 2023, on the Scheme.

46
 Based on the above and considering the rationale and benefits, in the opinion of the Board,
the Scheme will be of advantage to, beneficial and in the interest of the Company, its
shareholders and other stakeholders and the terms thereof are fair and reasonable. The Board
of Directors of the Company recommends the Scheme for approval of the unsecured creditors.

Sd/-

Mohan Prasad Tiwari

Chairperson of the Meeting appointed by the
Tribunal

Registered Office:
JSW Centre, Bandra Kurla Complex
Bandra (East), Mumbai, 400 051,
Maharashtra, India

Date: 18th June 2026

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