Item 4 — Purpose of Transaction
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: Transaction Agreement On August 11, 2026, the Issuer and a consortium comprising CPP Investments and the founder, Chairman and CEO of the Issuer, Mr. Sumant Sinha (together with CPP Investments, the "Consortium") entered into a Transaction Agreement (the "Transaction Agreement"). Under the terms of the Transaction Agreement, each Share of the Issuer that is not held by the Consortium and their respective affiliates, not held as a treasury share by the Issuer and not a Rollover Share (as defined below) will be transferred to CPP Investments, for cash consideration of US$7.02 per share, without interest and subject to applicable withholding taxes (the "Consideration"), to be implemented by means of a scheme of arrangement sanctioned by the High Court of Justice of England and Wales (the "Court") under Part 26 of the U.K. Companies Act 2006 (the "Scheme" and together with related transactions contemplated by the Transaction Agreement, the "Transaction"). Rather than receiving the Consideration in cash, each shareholder of the Issuer (other than any shareholder residing in India, who may not elect to participate in the Rollover as defined below) may elect to retain all of its shares of the Issuer, which will remain outstanding following the Scheme and in respect of which no Consideration or other distributions will be paid (a "Rollover", the shares so retained (and subject to the cutbacks described in the Transaction Agreement), the "Rollover Shares", and any Issuer shareholder holding any Rollover Shares, a "Rollover Shareholder"). Irrevocable Undertaking In connection with the Transaction, JERA Power RN B.V. ("JERA Power") has delivered an irrevocable undertaking in favor of the Consortium (the "Irrevocable Undertaking"). Pursuant to the Irrevocable Undertaking, JERA Power undertakes, among other things, to: (i) exercise (or procure the exercise of) all voting rights attaching to its Shares in favor of the Scheme, the Transaction and the related resolutions (and against any resolution to adjourn the relevant shareholder meetings, amend the Scheme, or which is likely to result in a condition of the Scheme not being fulfilled, impede or frustrate the Scheme, or prevent the Scheme from becoming effective); (ii) if the Transaction is implemented by way of a takeover offer, accept that offer in respect of its Shares; (iii) elect to participate in the Rollover in respect of all of its Shares; (iv) refrain from disposing of, or dealing in, its Shares, from acquiring further securities in the Issuer, from entering into third-party arrangements relating to its Shares and from taking any action that would restrict its ability to control the exercise of rights attaching to its Shares, in each case, other than pursuant to the Transaction; and (v) cooperate in the implementation of the Reorganization of the Issuer (as defined below) to be undertaken after the Effective Time of the Scheme (as defined below) and enter into the related Reorganization Deed (as defined below) and the Shareholders' Agreement (as defined below) to be entered into in connection with the Transaction, and provide reasonable cooperation in connection with obtaining required regulatory clearances (subject to customary confidentiality and privilege carve-outs). The Irrevocable Undertaking will lapse in specified circumstances, including if the Transaction Agreement is terminated, if the Scheme lapses or is withdrawn, if the Scheme is not effective (or the offer is not unconditional) by the specified long-stop time, or if a competing offer for the entire issued and to-be-issued share capital of the Issuer becomes effective or is declared unconditional. The foregoing description of the Irrevocable Undertaking does not purport to be complete and is qualified in its entirety by reference to the full text of the Irrevocable Undertaking, a copy of which is filed as Exhibit 99.8 to this Schedule 13D and is incorporated herein by reference. Pursuant to Section 13(d) of the Act, by virtue of the Irrevocable Undertaking described in this Schedule 13D, the Consortium may be deemed to be a member of a "group" with JERA Power. However, the Reporting Persons expressly disclaim beneficial ownership of the Shares beneficially owned by the Consortium, their affiliates or any other reporting person(s). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons beneficially own any Shares that are beneficially owned by the Consortium, their affiliates or any other reporting person(s). The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedule 13D filed by the Consortium, their affiliates or any other reporting person(s). Reorganization and Form of Reorganization Deed Concurrently with the