SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



|x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2013

Commission File Number: 001-35400





JUST ENERGY
GROUP INC.

(Exact name of Registrant as specified in its charter)







|                                                                  |  |                                                          |  |                                     
|----------------------------------------------------------------- |  | -------------------------------------------------------- |  | ------------------------------------
|Canada                                                            |  | 4924                                                     |  | Not Applicable                      
|(Province or other Jurisdiction of
Incorporation or Organization) |  | (Primary Standard Industrial
Classification Code Number) |  | (I.R.S. Employer
Identification No.)

6345 Dixie Road, Suite 200

Mississauga, Ontario, Canada L5T 2E6

(905) 795-4206

(Address
and telephone number of Registrants principal executive offices)

Corporation Service Company

1090 Vermont Avenue N.W.

Washington DC 20005

(800) 927-9800

(Name,
address (including zip code) and telephone number

(including area code) of agent for service in the United States)





Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                            |  |                                          
|--------------------------- |  | -----------------------------------------
|Title of Each Class         |  | Name of Each Exchange on Which Registered
|Common Shares, No Par Value |  | New York Stock Exchange                  

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this Form:



|                         |  |                                     
|------------------------ |  | ------------------------------------
|xAnnual information form |  | xAudited annual financial statements





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period
covered by the annual report:

The Registrant had 142,029,340 Common Shares outstanding as at March 31, 2013

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x            
No   ̈

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).

Yes   ̈            No 
  ̈









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Explanatory Note

On May 31, 2013, Just Energy Group Inc. (the Registrant) filed its annual report on Form 40-F for the fiscal year ended March 31, 2013
(the Annual Report). The Annual Report inadvertently omitted a consent of Grant Thornton LLP. The consent of Grant Thornton LLP is being filed herewith.

Other than as expressly set forth above, this amendment does not, and does not purport to, update or restate the information in any Item of the Annual Report
or reflect any events that have occurred after the Annual Report was filed. The filing of this amendment shall not be deemed an admission that the Annual Report, when filed, included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement therein not misleading.



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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to
file an annual report on Form 40-F arises or transactions in said securities.

B. Consent to Service of Process

The Registrant has previously filed with the SEC a Form F-X in connection with its common shares. Any change to the name or address of the agent for service of
process shall be communicated promptly to the SEC by an amendment to the Form F-X.

EXHIBITS

The following exhibits are filed as part of this Annual Report:



|       |  |                                                                                                                                                                                                                                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Document                                                                                                                                                                                                                                                    
|       | 
|1.1*   |  | Annual Information Form for the year ended March 31, 2013                                                                                                                                                                                                   
|       | 
|1.2*   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2013                                                                                                                                     
|       | 
|1.3*   |  | Audited Consolidated Financial Statements for the year ended March 31, 2013, prepared in accordance with international financial reporting standards as issued by the international accounting standards board, including the report
of the auditors thereon
|       | 
|23.1*  |  | Consent of Ernst & Young LLP                                                                                                                                                                                                                                
|       | 
|23.2   |  | Consent of Grant Thornton LLP                                                                                                                                                                                                                               
|       | 
|31.1   |  | Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  
|       | 
|32.1*  |  | Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  



|* | Previously filed.
|- | -----------------



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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



|                       |  |  |  |     |  |                               
|---------------------- |  |  |  | --- |  | ------------------------------
|                       |  |  |  |     |  | JUST ENERGY GROUP INC.        
|                       |  |  | 
|Dated: October 4, 2013 |  |  |  | By: |  | /s/ Beth Summers              
|                       |  |  |  |     |  | Name: Beth Summers            
|                       |  |  |  |     |  | Title: Chief Financial Officer



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EXHIBIT INDEX



|       |  |                                                                                                                                                                                                                                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Document                                                                                                                                                                                                                                                    
|1.1*   |  | Annual Information Form for the year ended March 31, 2013                                                                                                                                                                                                   
|       | 
|1.2*   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2013                                                                                                                                     
|       | 
|1.3*   |  | Audited Consolidated Financial Statements for the year ended March 31, 2013, prepared in accordance with international financial reporting standards as issued by the international accounting standards board, including the report
of the auditors thereon
|       | 
|23.1*  |  | Consent of Ernst & Young LLP                                                                                                                                                                                                                                
|       | 
|23.2   |  | Consent of Grant Thornton LLP                                                                                                                                                                                                                               
|       | 
|31.1   |  | Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  
|       | 
|32.1*  |  | Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                  



|* | Previously filed.
|- | -----------------