Year End :2025-03

The Directors of your Company are pleased to present the
Thirtieth Annual Report on the business and operations of
the Company together with the Audited Financial Statements
(Standalone and Consolidated) for the Financial Year ended
31st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for
the year ended 31st March, 2025 is summarized below:-

(Rs. in Crore)

Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
Net Revenue	5462.16	6758.11
Add: Other operating income	0.03	4.67
Add: Other Income	244.11	388.22
Total Income	5706.30	7151.00
Profit before Interest, Depreciation, Exceptional items & Taxation	2098.89	2624.57
Less : Finance Cost	414.13	449.18
Less : Depreciation	470.20	465.11
Add: Exceptional items (Net)	-	(797.05)
Profit /(Loss) before Tax	1214.56	913.23
Add: Tax expenses (Net)	(403.83)	(227.13)
Profit after Tax/(Loss)	810.73	686.10
(Less)/Add: Other Comprehensive Income	0.02	0.15
Total Comprehensive Income	810.75	686.25

2. COMPANY’S PLANTS AND OPERATIONS

The Company continued to be engaged in the business of
thermal and hydro power generation, coal mining and cement
grinding. The company presently owns and operates three
Power plants with an aggregate capacity of 2220 MW, 2 MTPA
Cement Grinding Unit and 3.92 MTPA Captive Coal Mine as
per details given below:-

(i) 400 MW Vishnuprayag Hydro-Electric Plant in the State of
Uttarakhand, which is in operation since October 2006.

(ii) 500 MW Jaypee Bina Thermal Power Plant in Distt. Sagar
(M.P) consisting of two units of 250 MW each, First unit
has been in operation since August 2012 and second unit
since April 2013.

(iii) 1320 MW Jaypee Nigrie Supercritical Thermal Power
Plant (JNSTPP) in Distt. Singrauli (M.P) consisting of two
units of 660 MW each, First unit has been in operation
since September 2014 and second unit since February
2015.

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie

Cement Grinding Unit with an installed capacity of 2
MTPA.

(v) Amelia (North) Coal Mine in Distt. Singrauli, Madhya
Pradesh, which was acquired through e-auction in
2015 with annual capacity of 3.92 MTPA. Entire coal
produced by the said coal mine is being utilized for Power
Generation at JNSTPP.

The Plant availability, Plant load factor and net saleable
energy generation of Hydro and Thermal Power Plants for the
Financial Year 2024- 25 were as under:-

Plant	Plant Availability (%)	Plant Load Factor (%)	Net Saleable Energy Generation (MU)
Jaypee Vishnuprayag Hydro Power Plant (400 MW)	99.32	52.18	1,589.17
Jaypee Bina Thermal Power Plant (500 MW)	82.61	68.64	2,716.82
Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)	90.41	80.93	8,675.00

The saleable energy generation for the year has been 12,980.99
MUs as compared to 13,565.60 MUs during previous year i.e
lower by 584.61 MUs. The performance of various plants is
given as under:-

2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant

400 MW Jaypee Vishnuprayag Hydro Electric Power Plant
is located at District Chamoli, Uttarakhand. The Company
has a PPA with Uttar Pradesh Power Corporation Limited
(UPPCL) to supply 88% of net power generated and the
remaining 12% is supplied free of cost to the Government
of Uttarakhand.

The performance of the Vishnuprayag Hydro Electric
Power Plant during the year ended 31st March, 2025
has been higher than previous year due to hydrology.
During the year ended on 31st March, 2025 the energy
generated was 1828.42 MUs as compared to 1627.46
MUs during the corresponding previous year and the net
saleable energy of 1589.17 MUs as against 1413.67 MUs
during the previous year.

2.2 500 MW Jaypee Bina Thermal Power Plant

Jaypee Bina Thermal Power Plant (JBTPP) located at
Village Sirchopi, District Sagar, Madhya Pradesh, is a coal
based thermal power plant having an installed capacity of
500 MW (2X250 MW).

The Company has a Power Purchase Agreement (PPA)
with Madhya Pradesh Power Management Company Ltd.
(MPPMCL) to supply 65% of installed capacity at tariff
determined by MPERC and with Government of Madhya
Pradesh (GoMP) to supply 5% of actual generation at
variable cost which is also to be supplied to MPPMCL
on behalf of (GoMP). Thus the Plant supplies 70% of
the installed capacity on long-term basis to MPPMCL in
terms of the Power Purchase Agreements executed with
them and balance of installed capacity is being sold as
merchant power.

MPPMCL has been giving restricted schedule to BINA

TPP and is giving erratic and fluctuating schedules of
dispatch most of days & some time scheduling very low
off take, which technically renders it unfeasible to run
the Plant optimally and forcing Company to sell balance
power to power exchanges at un-remunerative tariff.
During FY 2024-2025, total 2,716.82 MUs power were
delivered out of which, 1,650.82 MUs were delivered to
MPPMCL and balance 1,065.98 MUs were sold on power
exchange and on bilateral sale basis of which 216.73 MUs
of power were sold, mainly to meet technical minimum
requirement of the plant.

The gross energy generation of JBTPP was 3,006.52 MUs
during the year 2024-25 as compared to 3,328.97 MUs
during the previous year, thus was lower by 322.45 MUs.
The Company achieved a PLF of 68.64 % as compared to
75.80 % in the previous year.

As reported in previous year, the contract for Supply
and Technical Field Advisory Support of Flue Gas
Desulphurization (FGD) was awarded to M/s. GE
Power India Ltd. on 30th March, 2024 for Rs.284.40
crores, in pursuance of which engineering activities and
some fabrication activities were taken up by M/s. GE
Power. However, on 30th December, 2024, MoEF had
issued an amendment with respect to the time line for
implementation of FGD and the revised time line is 31st
December, 2029. Accordingly, a Petition has been filed in
MPERC for further direction on the process to be followed
for implementation in view of the revised time lines.

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power
Plant

1320 MW (2x660 MW) Coal based Jaypee Nigrie
Supercritical Thermal Power Plant is located in Nigrie
village, Tehsil Sarai in Singrauli district of Madhya
Pradesh.

The Plant has long term PPAs with MPPMCL to supply
30% of installed capacity at tariff determined by MPERC
guidelines and with GoMP to supply 7.5% of actual
generation at variable cost which is also to be supplied
to MPPMCL on behalf of GoMP Part of Energy generation
is also sold on merchant basis through bilateral
arrangements, through Indian Energy Exchange (IEX),
Hindustan Power Exchange (HPX) & Power Exchange of
India Limited (PXIL).

The gross energy generation of the Plant was 9357.73
MUs during the year 2024-25 as compared to 9840.56
MUs in the previous year, which was lower by 482.83
MUs. During the year 2024-25, 5090.54 MUs power was
sold as merchant sales. The Company achieved a PLF of
80.93 % as compared to 84.87 % in the previous year.

As reported in previous year, the contract for supply of
Flue Gas Desulphurization (FGD) was awarded to M/s.
GE Power India Ltd. on 30th March, 2024 for Rs.490.50
crores, in pursuance of which engineering activities and
some fabrication activities were taken up by M/s. GE
Power. However, on 30th December, 2024, MoEF had
issued an amendment with respect to the time line for
implementation of FGD and the revised time line is 31st
December, 2029. Accordingly, a Petition has been filed in
MPERC for further direction on the process to be followed
for implementation in view of the revised time lines.

2.4 Coal Mining Operations

(i) Amelia (North) Coal Mine

Amelia (North) Coal Mine has been operating at its
Peak Rated Capacity (PRC) of 2.8 MTPA since 2015.
Coal is being used for 2 x 660 MW Jaypee Nigrie
Super Thermal Power Plant, Nigrie, M.P Looking
at the scenario of sustained shortage of coal, the
Ministry of Coal, Government of India, released a
notification, wherein the production capacity of coal
mine can be enhanced up to 50% of the existing
Peak Rated Capacity (PRC).

After obtaining Environmental Clearance on 7th
February, 2024, the company attained the PRC of
3.92 MTPA in FY 2023-24 and achieved same PRC in
FY 2024-25 also.

(ii) Bandha North Coal Mine

The Ministry of Coal, Government of India has
allowed commercial mining of Coal on revenue
sharing basis and under this scheme a partially
explored Bandha North Coal Block had been put on
auction. Since this coal block is adjacent to Amelia
(North) Coal Mine and was to be operationally and
strategically favourable, the Company participated in
the auction and the Coal Block was allocated to the
Company for exploration.

The Coal Block Development and Production Agreement
was signed on 17th October 2022 and allocation order
issued on 12th December 2022. Since the coal block is
partially explored detailed exploration was carried out and
Geological Report is under preparation. Simultaneously
preparation of mining plan has started to adhere to the
efficiency parameters of the CBDPA.

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)

2 MTPA Jaypee Nigrie Cement Grinding Unit at Nigrie,
Distt. Singrauli in Madhya Pradesh, started commercial
operations w.e.f. 3rd June, 2015. There was no production
of Cement in the Plant during FY 2024-25 due to clinker
supply constraints.

The Company is still exploring the ways to exit the non¬
core activity of Cement Grinding.

3. OPERATIONS

The total income from operations for the year ended
31st March, 2025 aggregated to Rs. 5462.19 crore as
compared to Rs. 6762.78 crore in the previous year i.e.
lower by Rs. 1300.59 crore.

The operation resulted in (profit before exceptional items,
tax and regulatory deferral account balances) for the year
under review of Rs. 1214.56 crore as compared to profit of
Rs. 1710.28 crore in the previous year. Exceptional items
for the year under review was Nil against exceptional item
which was Rs 797.05 in the previous year.

The total income on consolidated basis for the year
ended 31st March, 2025 aggregated to Rs. 5707.55 crore
as compared to Rs. 7151.29 crore in the previous year.
However, Net profit after tax and exceptional items on
consolidated basis during the year under review stood at
Rs. 813.55 crore as compared to net profit on consolidated
basis of Rs. 1021.95 crore during the previous year.

4. DIVIDEND

Due to non-availability of distributable profits in the current
year, dividend was not recommended by the Board.
Pursuant to Regulation 43A of the SEBI (LODR)
Regulations, 2015, the Company has adopted the
Dividend Distribution Policy, setting out the broad
principles for guiding the Board and the management
in matters relating to declaration and distribution of
dividend. The Dividend Distribution Policy is available
on the website of the Company at https://www.
jppowerventures.com/wpcontent/uploads/2019/05/
JPVL_DIVIDEND-DISTRIBUTION-POLICYpdf.

5 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The Share Capital of the Company comprises of Equity
and Preference Share Capital.

(i) The paid up Equity Share Capital of the Company as
on 31st March, 2025, was Rs. 6853,45,88,270 divided
into 685,34,58,827 Equity Shares of Rs.10/- each out
of which, 24% Shares are held by Promoters and
17.52% are held by Banks, Financial Institutions and
Insurance Companies. The Company has not issued
any fresh shares during the year under review.

(ii) The Company also has Preference Shares issued
to lenders pursuant to Debt Resolution Plan and the
Framework Agreement dated 18th April, 2019, detail
of which is as follows:-

(a) 0.01% Cumulative Compulsory Convertible

Preference Shares (CCCPs) aggregating to

Rs.3805.53 crore to lenders;

(b) 9.5% Cumulative Redeemable Preference

Shares (CRPs) of Rs.7.5 crore to be redeemed
in 3 equal installments to Union Bank of India
(erstwhile Corporation Bank); and

(c) 9.5% Cumulative Redeemable Preference

Shares (CRPs) of Rs. 12.02 crore to be
redeemed out of the sale proceeds of Nigrie
Cement Grinding Unit to Canara Bank.

Also, your Company has not issued any:
o Shares with differential rights

o Sweat equity shares

o Equity shares under Employees Stock Option

Scheme

7. DEPOSITS

During the year under review, the Company has not
accepted any fixed deposits within the meaning of
Section 73 of the Companies Act, 2013 (“the Act”) read
with the Companies (Acceptance of Deposit) Rules, 2014.

8. HOLDING & SUBSIDIARIES

As on 31st March, 2025, the Company had following
wholly owned subsidiaries:

i) Jaypee Arunachal Power Limited;

ii) Sangam Power Generation Company Limited;

iii) Jaypee Meghalaya Power Limited;

iv) Bina Mines and Supply Limited (Previously known as
Bina Power and Supply Limited)

The status of the projects implemented/being
implemented through aforesaid subsidiaries is as under:-

8.1 Jaypee Arunachal Power Limited

Jaypee Arunachal Power Limited (JAPL) was incorporated
by the Company as a wholly owned subsidiary of the
company, to set up 2700 MW Lower Siang and 500
MW Hirong H.E. Projects in the State of Arunachal
Pradesh. Jaiprakash Power Ventures Limited alongwith
its Associates was to ultimately hold 89% of the Equity
of JAPL and the balance 11% was to be held by the
Government of Arunachal Pradesh.

The Company has equity investment of Rs. 228.72
crores in the project. The project was initiated in FY
2008-09. Since then, there had been considerable
delays in obtaining different approvals for the project.
In the meanwhile Ministry of Power GOI has decided to
implement these project by Public Sector Undertakings
and allocated these projects as per the order F.No.14-
15/16/2021-H.I(259535) dated 22.12.2021 as follows:-

1. Lower Siang HEP (2700 MW) to NHPC Ltd.

2. Hirong HEP (500MW) to NEEPCO

Further, there had been continuous reluctance on the part
of the said PSUs and the possibility of the project coming
into effect has diminished, therefor, the Company has
written off the investment in the project.

8.2 Sangam Power Generation Company Limited
Sangam Power Generation Company Limited (SPGCL)
was acquired by the Company from Uttar Pradesh
Power Corporation Limited (UPPCL) through competitive
bidding process, for the implementation of 1320 MW (2
x 660 MW) Thermal Power Project (with permission to
add one additional unit at 660 MW) in Tehsil Karchana of
District Allahabad, Uttar Pradesh.

SPGCL executed Deed of Conveyance with Uttar Pradesh
Power Corporation Limited (UPPCL) but the District
Administration could not hand over physical possession
of land to SPGCL due to local villagers' agitation.
As such, no physical activity could be started on the
ground. SPGCL has written to UPPCL and all procurers
that the Power Purchase Agreement is rendered void
and cannot be enforced. As such, it was, inter-alia,
requested that Company's claims be settled amicably
for closing the agreement(s). Due to abnormal delay in
resolving the matter by UPPCL, SPGCL has withdrawn
all its undertakings given to UPPCL and lodged a claim
of Rs. 1,157.22 crore on them vide its letter no. SPGCL/
NOIDA/2018/01 dated 13.03.2018. Further SPGCL has filed
a petition with Hon'ble Uttar Pradesh Electricity Regulatory
Commission (UPERC) for release of performance bank
guarantee and payment of certain claims.

Hon'ble UPERC has concluded the hearing and vide
order dated 28th June, 2019 has directed UPPCL as
under:-

a) The Power Purchase Agreement dated 17th
October, 2008 and Share Purchase Agreement
dated 23rd July, 2009 would stand terminated. As
a consequence of termination of Share Purchase

Agreement, the Respondent (UPPCL) shall become
the owner of SPGCL.

b) Allowed reimbursement of actual expenses of Rs.
251.37 crores and allowed simple interest @9%
on Rs. 149.25 crores which include expenditure on
Land, Advances and Admin. Expenses.

c) The Respondent will immediately release the Bank
Guarantee provided by the Petitioner (SPGCL).

UPPCL and SPGCL had filed Appeals against the Order
of UPERC with APTEL. APTEL vide its Order dated
14.07.2021 has disallowed the Appeals and directed
UPERC for verification & payment of expenses allowed in
its Order & release of performance guarantees.

In terms of Order passed by APTEL, SPGCL has filed
application with UPERC for verification of expenses
& payment of expenses with Interest and release of
performance guarantee.

UPPCL and SPGCL have filed Appeals with Supreme
Court against the Order passed by APTEL. Hon'ble
Supreme Court has stayed the Order passed by APTEL
and matter is pending for final hearing.

An amount of Rs. 552.21 crore has been spent on the
Project up to 31st March, 2025.

During the financial year 2023-24, the Company had
written off Rs. 330.25 crores out of the total investments
made in the subsidiary.

8.3 Jaypee Meghalaya Power Limited

Jaypee Meghalaya Power Limited (JMPL) was
incorporated by the Company as a wholly owned
subsidiary to implement 270MW Umngot HE Power
Project and 450MW Kynshi-II HE Power Project on BOOT
(Build, Own, Operate and Transfer) basis.

Since then, efforts were made to operationalize the
projects but ultimately, both the above projects became
inoperative due to reasons given below:

In respect of Umngot HE Power Project (270MW),
since there was opposition by the local people, State
Government halted the project and advised that Umngot
HE Power Project would not be operationalized as per
MoA till further orders. The matter was being pursued with
State Government for permission to resume the works.
In the meanwhile, the, State Government decided vide
minutes of the meeting dated 22.04.2022 to terminate
the MOA and begun the process for re-allocation of this
project through ICB route to PSUs.

Further, in respect of Kynshi HE Project II (3X150MW)
project, it was been established that there were deposits
of Uranium in the area of project. Therefore, it became very
difficult to obtain clearance from Ministry of Environment
and Department of Atomic Energy to move further in this
respect. For the reason cited above, the Government
of Meghalaya declared this project as non-feasible and
scraped the same.

As such, both the projects had become non-feasible, the
Company wrote off the investment made in the JMPL
amounting to approx. Rs. 8.3 crores.

8.4 Bina Mines and Supply Limited

Company has extended its business in Aviation and

purchased an Augusta AW 109-E Helicopter from M/s.
Himalayaputra Aviation Limited, New Delhi.

Company is in process of seeking Non Scheduled
Operating Permit (NSOP) approval from Ministry of Civil
Aviation.

In this respect, necessary applications have been
submitted to Ministry of Civil Aviation seeking Non
Scheduled Operating Permit (NSOP) approval.

The Company's advancement toward securing NSOP is
as under:

• The Pre-Application Meeting with the DGCA was
completed during the year 2024-2025, addressing
the NOC from HQ DGCA for the local acquisition of
the helicopter. The required fees for the change of
Certificate of Registration were submitted, and the
local acquisition permission is approved.

• A formal meeting was held with the DGCA's
directorate team after all manuals for non-technical
assessment were submitted.

• The evaluation phase is currently underway, with
the DGCA reviewing various manuals, including the
Flight Safety Manual, FSDS Manual, SMS Manual,
Operations Manual, MEL, AMP test flight schedule,
weight schedule, Tech Log Book, Passenger Briefing
Card, Load & Trim Sheet, and CAME.

• As the Airworks CAMO office is based in Bangalore,
the Accountable Manager and Nodal Officer will be
visting the DGCA office there for the initial technical
evaluation of these documents. During this phase,
the helicopter will be grounded for approximately one
and a half months to transfer its C of R of helicopter
VTJPS from Himalyaputra Aviation Ltd to Bina Mines
and Supply Ltd.

• Upon approval of the manuals, the DGCA will inspect
the office facilities and evaluate the employee
strength at Bina Mines and Supply Ltd.

• Once all phases are complete, the final certification
phase will begin, during which the DGCA team will
conduct a proving flight on our helicopter, VTJPS, for
one hour. After the proving flight, the DGCA pilots
will issue the NOC, and the certification process will
proceed at HQ DGCA, leading to the issuance of
the NSOP with the fees for which have already been
paid.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES

The performance and financial position of each of the
subsidiaries of the Company for the year ended 31st
March, 2025 is attached in the prescribed format AOC-1
as set out in “Annexure-A” and forms part of this Report.
In accordance with Section 136 of the Companies Act,
2013, the Audited Financial Statements, including
the Consolidated Financial Statements and related
information of the Company and Audited Accounts of
each of its subsidiaries, are available on the website
www.jppowerventures.com. These documents will also
be available for inspection during business hours at the
Registered Office of your Company.

The Policy on Material Subsidiaries, as approved by the

Board of Directors, may be accessed on the Company's
website at the link: https://www.jppowerventures.com/
wp-content/uploads/2025/02/Policy-on-Material-
Subsidiaries.pdf

10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2025, your Company's Board had
Ten Directors, out of which six are Independent Director
including two Women Independent Director.

As required under the Act and the SEBI Regulations,
the Company has constituted following Statutory
Committees:-

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

All the recommendations made by the Committees
including the Audit Committee, were accepted by the
Board.

The details of Board and Committees composition,
tenure of Directors, date of meeting and other details
are available in the Corporate Governance Report, which
forms part of the Annual Report.

10.1 Changes in the Board

Following changes occurred in the board of the Company
during the year under review:

a) Shri Sunil Kumar Sharma (DIN: 00008125) and Shri
Suren Jain (DIN: 00011026) retired by rotation at the
29th Annual General Meeting held in 2024, being
eligible, were re-appointed.

b) Shri Sonam Bodh (DIN:06731687), Nominee
Director ceased to be Director from 9th July 2024
due to withdrawal of his nomination by the IDBI Bank
Limited.

c) Shri Sunil Kumar Sharma (DIN: 00008125) was re¬
appointment as a Whole-time Director on the Board
of the Company from 1st April, 2024 to 31st March,
2025.

d) Dr. Dinesh Kumar Likhi (DIN: 03552634) was re¬
appointed as an Independent Director on the Board
of the Company for second consecutive term for 3
(three) years with effect from 6th August, 2024 up to
5th August, 2027.

e) Shri Suren Jain (DIN: 00011026) was re-appointed
as Managing Director & CEO on the Board of the
Company for a further period of 5 (five) years with
effect from 12th January, 2025 up to 11th January
2030.

f) Shri Praveen Kumar Singh (DIN: 00093039) was re¬
appointed as a Whole-Time Director on the Board
of the Company for a further period of 5 (five) years
with effect from 12th August, 2024 up to 11th August,
2029.

g) Shri Pritesh Vinay, Non-Executive Director (DIN:
08868022) resigned on 21st February 2025 from the
board due to personal reasons.

h) Shri Rama Raman, Independent Director (DIN:
01120265) resigned on 12th March 2025 from the
board due to personal reasons.

i) Professor Suresh Chandra Saxena (DIN: 02254387)
was appointed, as an Independent Director on the
Board of the Company with effect from 21st March
2025 for a period of 3 (Three) years with effect from
21st March 2025 to 20th March 2028.

j) Shri Manoj Gaur (DIN: 00008480) and Shri Praveen
Kumar Singh (DIN: 00093039) shall retire by
rotation at the ensuing Annual General Meeting
and are eligible and have offered themselves for re¬
appointment.

10.2 Key Managerial Personnel

Shri Sunil Kumar Sharma (DIN: 00008125) continued to
be Whole Time Director as he was re-appointment as a
Whole-time Director on the Board of the Company from
1st April, 2025 to 31st March, 2027.

Shri Suren Jain (DIN: 00011026) continued to be
Managing Director & CEO of the Company.

Shri Praveen Kumar Singh (Din: 00093039) continued to
be Whole Time Director of the Company.

Shri R.K. Porwal, Chartered Accountant, continued to be
CFO of the Company.

Shri Mahesh Chaturvedi (FCS 3188) continued to be
Company Secretary and Compliance Officer of the
Company.

10.3 Number of meetings of the Board of Directors

During the financial year 2024-25, five meetings of the
Board of Directors were held. The maximum time gap
between two Board Meetings was not more than one
hundred and twenty (120) days. The details of date and
attendance of the Directors at the Board Meeting are
given in Report on Corporate Governance which forms
part of the Annual Report.

10.4 Statement on declaration given by Independent
Directors

The Independent Directors of your Company have
confirmed that (a) they meet the criteria of Independence
as prescribed under Section 149 of the Act and
Regulation 16 of the SEBI (LODR) Regulations 2015, and
(b) they are not aware of any circumstance or situation,
which could impair or impact their ability to discharge
duties with an objective independent judgment and
without any external influence. Further, in the opinion of
the Board, the Independent Directors fulfill the conditions
prescribed under the SEBI (LODR) Regulations 2015 and
are independent of the management of the Company.
The Independent Directors have also confirmed that they
have complied with the Company's Code of Conduct.

10.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and
Disclosure Requirement) (Amendment) Regulation, 2018,
which had come into force w.e.f. 01.04.2019, in line with
the modifications, corresponding changes have been
made in the Nomination and Remuneration Policy of
the Company by the Board on the recommendation of
Nomination & Remuneration Committee. The Policy was

again reviewed on 1st May, 2025. The Nomination and
Remuneration Policy is available on our website at www.
jppowerventures.com.

10.6 Annual evaluation of performance of the Board, its
Committees and Individual Directors

(i) Pursuant to provision of Section 178 (2) of the
Companies Act, 2013, Nomination and Remuneration
Committee (NRC) of the Board in its meeting held on
11th May, 2019 had specified the manner for effective
evaluation of performance of Board, its Committees
and individual Directors. Accordingly, NRC in its
meeting held on 1st May, 2025 had carried out the
evaluation of performance of Board, its Committees
except NRC and that of individual Directors on the
basis of various attributes and parameters as well as
in accordance with Nomination and Remuneration
Policy of the Company.

(ii) A meeting of Independent Directors was held on
10th March, 2025 without the attendance of Non¬
Independent Directors or any member of the
Management, for evaluation of performance of Non¬
Independent Directors and Board as a whole and the
Chairperson as well as to assess the quality, quantity
& timeliness of information between Company
management and Board that was necessary for
Board to effectively & reasonably perform their
duties.

(iii) As per para VIII (1) of the Schedule IV of the
Companies Act, 2013 as well as Regulation 17(10)
of SEBI (LODR) Regulations, 2015, the Board of
Directors in their meeting held on 1st May, 2025
evaluated the performance of the Board as a whole,
performance of the Nomination and Remuneration
committee and also the performance of every
individual Director (including Independent Directors).
The evaluation of Independent Directors was done
by the entire Board, excluding the Director being
evaluated. Further, as per the said Regulation 17(10)
of SEBI (LODR) Regulations, 2015, the Board also
evaluated fulfilment of the criteria of independence
and their independence from the management.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Directors to the best of their knowledge and ability,
confirm in respect of the Audited Annual Accounts for the
year ended 31st March, 2025 that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
and that there were no material departures;

b. the Directors had, in consultation with the Statutory
Auditors, selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company for the year ended 31st March, 2025 and
profit of the Company for that period;

c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of

the Company and for preventing and detecting fraud
and other irregularities;

d. the Directors had prepared the annual accounts on a
going concern basis;

e. the Directors had laid down proper internal financial
controls to be followed and that such internal
financial controls were adequate and were operating
effectively; and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

12. AUDITORS

12.1 Statutory Auditors

The Board of Directors in its meeting held on 27th
May, 2022 had, on the recommendation of the Audit
Committee, re-appointed M/s. Lodha & Co. LLP Chartered
Accountants as Auditors of the Company for a second
term of 5 (five) consecutive years from the conclusion
of 27th Annual General Meeting till the conclusion of the
32nd Annual General Meeting to be held in 2027 at such
remuneration as may be fixed by the Board of Directors of
the Company from time to time.

12.2 Cost Auditors

M/s Sanjay Gupta & Associates, Cost Accountants (Firm
Registration No: 000212) were appointed to audit the
Cost Records relating to “Power Generation” of various
plants of the Company and also for Cement Grinding Unit
for the Financial Year 2024-25. The Cost Audit Report
for the Financial Year 2024-25 will be filed within the due
date.

For FY 2025-26, pursuant to the provisions of Section
148 of the Companies Act, 2013 read with Notifications/
Circulars issued by the Ministry of Corporate Affairs from
time to time, the Board of Directors of the Company have,
on the recommendation of Audit Committee has appointed
M/s. Sanjay Gupta & Associates, Cost Accountants
(Firm Registration No: 000212) as Cost Auditors of the
Company for auditing the Cost Records relating to “Power
Generation” of various plants of the Company and also
for Cement Grinding Unit and a Resolution for ratification
of their remuneration has been included in the Notice of
ensuing Annual General Meeting.

12.3 Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board, on the recommendations of the Audit Committee,
had appointed M/s. VLA & Associates, Practicing
Company Secretary to undertake the Secretarial Audit of
the Company for the Financial Year ended 31st March,
2025.

Secretarial Audit Report for the Financial Year ended
on 31st March, 2025, issued by M/s. VLA & Associates,
Practicing Company Secretary, in Form MR-3 forms part
of this report and marked as “Annexure-B”.

The Secretarial Auditor has made observation in his
Report which is outlined in Para 20 of this Report.

The said report contains no qualification/observation
except as mentioned hereinabove requiring explanation
or comments from Board under section 134(3) (f) (ii) of
the Companies Act, 2013.

In compliance with the Regulation 24 A of SEBI (LODR)
Regulations, 2015 and Section 204 of Companies Act,
2013, the Board of Directors, on the recommendations
of the Audit Committee, at their meeting held on 1st
May, 2025, approved the appointment of M/s. VLA &
Associates, Practicing Company Secretary (CP No. 7622)

as Secretarial Auditor of the Company to hold office from
Financial Year 2025-26 till 2029-30, at such remuneration
as may be decided by the Board.

13. AUDITORS’ REPORT

The Directors wish to state that the Statutory Auditors
of the Company has given modified opinion on the
Standalone Financial Statements of the Company for
the year ended 31st March, 2025. The qualification in
the Standalone Financial Statement and management
response to the aforesaid qualification is given as under:-

	Auditors’ Qualification	Management’s Reply
1. (a)	Note no. 44(e) regarding non provision against corporate guarantee provided to lenders (SBI) of JAL. As stated in the note no. 44(e) of the audited standalone financial statements, on filing of the petition by a commercial bank before the National Company Law Tribunal (NCLT) bench at Allahabad, Jaiprakash Associates Limited (JAL) (the party to whom the company is an associate) has been admitted into/for Corporate Insolvency Resolution Process (CIRP) vide NCLT Order dated 3rd June, 2024 and IRP was appointed. As stated in the said note, the Company had given a corporate guarantee (CG) to State Bank of India (SBI) of USD 1,500 lakhs (31st March, 2024 USD 1,500 Lakhs) [equivalent Rs. 123,915 lakhs, USD converted at the exchange rate of Rs. 82.61 per USD] against loans granted by SBI to JAL. Also, during the earlier year, the Company has received a legal demand cum recall notice from SBI for corporate guarantee provided by the Company, however for the reasons as stated in the said note, the Company has disputed the same and presently in process of discussion with SBI. Further as stated, the SBI has filed a case for recovery in DRT-III at Delhi against JAL along with other parties where Company has also been made a party as a corporate guarantor. Further, to that extent non-compliance of Ind AS 113 as fair valuation has also not been carried out of stated CG. Also, drawn attention to the note no. 44(e) read with note no. 47 where as stated in the said notes, there was/is non -compliance of SEBI Circular dated April 17, 2014 (as also been pointed out by the SEBI in its SCN/Order to the Company and its four directors, MD and CEO, and CFO). As stated in note no. 44(e) of the audited standalone financial statements in the opinion of the management, pending claims of the Company before IRP and the Company is in discussion with SBI for release of corporate guarantee in view of the Framework Agreement, presently the impact (amount) is unascertainable as stated in the said note. As stated in para (A) above, impact is unascertainable in the opinion of the management.	In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of “Framework Agreement” (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI. However, further in response to their legal demand cum recall notice, the following has been replied : Said Corporate Guarantee has no essence to lodge/ invoke against any claim on or after 18.04.2019 (execution date of Framework Agreement) since the same was to be released by the State Bank of India (@), being one of the participant of the DRP as explained above (provisions of the Framework Agreement will be apply mutatis mutandis) and accordingly sustainability of the Resolution Plan was worked out without considering any liability on account of the said Corporate Guarantee on the basis of Financial Projections duly approved by the Consortium of Lenders of JPVL including SBI. [(@) as stated in the note no. 44(e) SBI has assigned its fund based claim outstanding due for JAL to the National Reconstruction Company Limited] Presently Impact cannot be quantified.

1	As stated in para in (A) above, JAL has been admitted into	JAL is doing Civil Work and other works for JPVL. It is
(B)	Corporate Insolvency Resolution Process (CIRP) and IRP/	also doing Coal Handling work at Jaypee Bina Thermal
	RP has been appointed. We draw the attention to the note	Power Plant. There is regular recovery from JAL, during
	no. 51 [read with note no. 44(e)] of the audited standalone	the current FY The Company has originally filed claim of
	financial statements that the 'Company has paid advance of	Rs. 4,841 lakhs (net). However, as on 31st March, 2025,
	Rs. 3,434 lakhs (net) to/for carrying out certain works/repairs	balance in the account of JAL is Rs. 3,434 lakhs (net). In
	under different contracts. Against advance payment made to	the opinion of the Management, there are fair chances for
	JAL, no provision has been made and as stated in the said	recovery of this amount and there is no Provision required
	note and the Company has filed claims with RP for advance amount paid and other claims note no. 51 [read with note no. 44(e)] which are pending, hence presently in the opinion of the management, amount in unascertainable and not been provided for. Matter stated in para (A) above had also been qualified in our audit report on the standalone financial results/statements for the quarter/year ended March 31, 2024 and limited review report for the preceding quarter ended December 31, 2024. Matter stated in para (B) had also been qualified in our limited review on the standalone financial results, for the preceding quarter ended December 31,2024.	for it.

Statutory Auditors in their Report on Standalone Financial Statements have made Emphasis on certain matters. The
Management Reply thereto are as under:-

	Auditors’ Emphasis on matters	Management’s Reply
a)	Attention is invited to note no. 44(h) of the audited standalone financial statements regarding dues of Rs. 46,026 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 34,063 lakhs (including carrying cost of Rs. 17,165 lakhs up to March 31, 2025). As stated in the said note in the opinion of the management, Company has credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered-necessary by the management at this stage (note no. 44(h) of the audited standalone financial statements) and the amount deducted / retained by UPPCL of amounting to Rs. 34,063 lakhs is shown as recoverable and considered good by the management.	Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the Power Purchase Agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June, 2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 46,026 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.
b)	As stated in note no. 48 (i) of the audited standalone financial statements, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (March 31, 2024 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2024 Rs. 6,685 lakhs) has been deposited and shown as part of other non¬ current assets which in the opinion of the management is good and recoverable.	In respect of Nigrie Power and Cement unit, entry tax of amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable) not payable as the same, on receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority for approval, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (previous year Rs. 6,685 lakhs) has been deposited which is in the opinion of the management good and recoverable.

c)	As stated in note no. 59(a) & 59(c) of the audited standalone financial statements regarding pending confirmations/ reconciliation of balances of certain secured [including interest recompense, note no 44 (g)] and unsecured borrowings, trade receivables and trade payables (including MSME parties, CHAs and of Sub-contractor (read with note no. 54 of the audited standalone financial statements) and others current financial liabilities (including capital creditors), receivables/payables from/to related parties, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no. 59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes.	Management is in the process to confirmations/ reconciliation of balances of certain secured and unsecured borrowings (current & non-current), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs.
d)	(i) note no. 54(b) [read with note no. 54(a)] of the audited standalone financial statements regarding show cause/ demand notices from DMG of Rs. 1,79,083 lakhs received by the Company for recovery against illegal extraction and sale of sand and FIRs has also been filed by the DMG against the officials of the Company, as sated in the said note. As stated in the said note, sand mining Contracts were Sub-contracted on back- to back basis and ‘Guarantees' provided by the Sub-contractor to DMG had been released along with issuance of ‘No due certificate' by the DMG. Further, as stated in the note against the demand notices of DMG of Rs. 1,68,615 lakhs the Hon'ble High Court AP has granted stay. As stated in the said note and the reasons explained by the management, the demands of DMG for alleged extraction and sale of sand are without any cogent basis and also has been legally advised, in view/opinion of the management there is no need to make any provision against stated demands and there will be no impact on the state of affairs of the Company. (ii) As stated in note no. 54(b)(ii) of the audited standalone financial statements read with note no. 54(a) , balance of sub-contractor is subject to confirmation and reconciliation as on 31st March, 2025. Further, as stated in the said note no. 7(b)(ii) purchases, sale and inventory were accounted for based on details/statement as made available by the sub-contractor. As stated, management believes that there will be no material impact on the profit for the year and state of affairs of the Company, on final reconciliation/ confirmation.	The Contract(s) were expired prior to 31.03.2024. Balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory had been accounted for in earlier year based on details/ statement as made available by the sub-contractor/ DMG. As Contracts with Sub-contractor were on back to back basis hence there will be no material impact, further based on ‘No Due Certificate' of DMG and as per the statement received from DMG, no amount are /were remaining to be payable by the Company to DMG. The Company has challenged the demand notices of DMG as subsequent to the expiry of Contracts period, the DMG had appointed another party to carry out sand mining activities also there is no cogent basis for raising the demand notice(s) on the Company by DMG. Further, based on legal opinion, the Company has creditable case in its favour. Further, Hon'ble High Court of AP has granted stay on appeals filed by the Company.

e)	As stated in note no. 47 of the audited standalone financial statements, the SEBI vide its Order dated 27th December 2024 imposed penalty of Rs. 14 lakhs on the Company (on MD & CEO, CFO and four directors Rs. 40 lakhs) after completion of investigation on issues (post show cause notice) mainly related with non-compliances of certain accounting standards/Ind AS etc. w.r.t. non carrying out fair valuation of corporate guarantees (CG) provided by the Company (note no. 44(e) of the audited standalone financial statements), non-provision against impairment of financial assets etc. (investment) and non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01, 2014) read with SEBI Circular No. CIR/CFO /POLICY CELL/7/2014 dated September 15, 2014 (as amended) (circular on related party transactions). Against the above stated Order of the SEBI for imposing penalty on the Company, the Company had preferred an appeal before SEBI Appellate Tribunal (SAT), decision of which is awaited. In opinion of management, there will not be material impact of above stated Order on the state of affairs of the company and profit for the quarter/year ended 31st March, 2025 and on the state of the affairs.	In respect of investigation conducted by the SEBI, the Company and its four Directors, MD and CEO and CFO had been served Show Cause Notice (SCN) in earlier year under Rule 4(1) of SEBI (Procedure for holding inquiry and imposing penalties), Rules, 1995 on issues related with alleged non-compliances of certain accounting standards/Ind AS etc. for the financial years from 2012¬ 13 to 2021-22. Vide its order dated 27th December, 2024 SEBI has imposed the penalty of Rs. 14 lakhs on the Company (and penalty of Rs. 40 lakhs on MD & CEO, CFO and four directors). In this regard, the management believes that there was no non-compliances in past as full disclosure were made on the basis of the then decision taken, and there will be no material impacts of this order on the state of affairs the Company. The Company had preferred an appeal before SEBI Appellate Tribunal (SAT) against the above referred SEBI Order, decision of which is awaited. However, SAT vide its order dated 6th March, 2025, while admitting the Appeal, was pleased to stay the recovery subject to deposit of 50% of penalty imposed by SEBI. The 50% penalty was deposited in time by all the noticees.
	Auditor's opinion is not modified in respect of above stated matters in para (a) to (e).

Further, the Statutory Auditors in their Report on Consolidated Financial statements have made certain qualifications. The
Management's Reply thereto are as under:-

	Auditors’ Qualification	Management’s Reply
1. (a)	Note no. 43(e) regarding non provision against corporate guarantee provided to lenders (SBI) of JAL. As stated in the note no. 43(e) of the audited consolidated financial statements, on filing of the petition by a commercial bank before the National Company Law Tribunal (NCLT) bench at Allahabad, Jaiprakash Associates Limited (JAL) (the party to whom the company is an associate) has been admitted into/for Corporate Insolvency Resolution Process (CIRP) vide NCLT Order dated 3rd June, 2024 and IRP was appointed. As stated in the said note, the Company had given a corporate guarantee (CG) to State Bank of India (SBI) of USD 1,500 lakhs (31st March, 2024 USD 1,500 Lakhs) [equivalent Rs. 123,915 lakhs, USD converted at the exchange rate of Rs. 82.61 per USD] against loans granted by SBI to JAL. Also, during the earlier year, the Company has received a legal demand cum recall notice from SBI for corporate guarantee provided by the Company, however for the reasons as stated in the said note, the Company has disputed the same and presently in process of discussion with SBI. Further as stated, the SBI has filed a case for recovery in DRT-III at Delhi against JAL along with other parties where Company has also been made a party as a corporate guarantor. Further, to that extent non-compliance of Ind AS 113 as fair valuation has also not been carried out of stated CG. Also, drawn attention to the note no. 43(e) read with note no. 45 where as stated in the said notes, there was/is non -compliance of SEBI Circular dated April 17, 2014 (as also been pointed out by the SEBI in its SCN/Order to the Company and its four directors, MD and CEO, and CFO).	In the opinion of the Management there will be no material impact of the fair valuation of the following guarantee on the financial result/ statement of affairs. Accordingly fair valuation is not being considered and recorded in this financial statement. Corporate Guarantee of US$ 1,500 Lakhs in favour of State Bank of India, Hong Kong branch for the credit facilities granted by lenders to Jaiprakash Associates Limited (Party to whom the company is Associate). The principal amount of loan outstanding of US$ 1,300 Lakhs (equivalent to Rs. 70,333 lakhs) has been converted into rupee term loan by State Bank of India vide sanction letter dated 28th December, 2016. Subsequent to the accounting of the impact of “Framework Agreement” (Framework Agreement with its lenders for debt restructuring in earlier year), the Company had initiated process for the release of the guarantee provided to SBI. However further in response to their legal demand cum recall notice, the following has been replied: Said Corporate Guarantee has no essence to lodge/ invoke against any claim on or after 18.04.2019 (execution date of Framework Agreement) since the same was to be released by the State bank of India (@) as explained above (provisions of the Framework Agreement will be apply mutatis mutandis) and accordingly sustainability of the Resolution Plan was worked out without considering any liability on account of the said Corporate Guarantee on the basis of Financial Projections duly approved by the Consortium of Lenders of JPVL including SBI.

	As stated in note no. 43(e) of the audited consolidated financial statements in the opinion of the management, pending claims of the Company before IRP and the Company is in discussion with SBI for release of corporate guarantee in view of the Framework Agreement, presently the impact (amount) is unascertainable as stated in the said note. As stated in para (A) above, impact is unascertainable in the opinion of the management.	[(@) as stated in the note no. 43(e) SBI has assigned its fund based claim outstanding due for JAL to the National Reconstruction Company Limited] Presently Impact cannot be quantified
1. (B)	As stated in para in (A) above, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and IRP/ RP has been appointed. We draw the attention to the note no. 53 read with note no. 43(e) of the audited consolidated financial statements that the Company has paid advance of Rs. 3,434 lakhs (net) to/for carrying out certain works/repairs under different contracts. Against advance payment made to JAL, no provision has been made and as stated in the said note and the Company has filed claims with RP for advance amount paid and other claims [note no. 53 read with note no. 43(e)] which are pending, hence presently in the opinion of the management, amount is unascertainable and not been provided for. Matter stated in para (A) above had also been qualified in our audit report on the consolidated financial results /statements for the quarter/year ended March 31,2024 and limited review report for the preceding quarter ended December 31, 2024. Matter stated in para (B) had also been qualified in our limited review on the consolidated financial results, for the preceding quarter ended December 31,2024.	JAL is doing Civil Work and other works for JPVL. It is also doing Coal Handling work at Jaypee Bina Thermal Power Plant. There is regular recovery from JAL, during the current FY The Company has originally filed claim of Rs. 4,841 lakhs (net). However, as on 31st March,2025, balance in the account of JAL is Rs. 3,434 lakhs (net). In the opinion of the Management, there are fair chances for recovery of this amount and there is no Provision required for it.
Statutory Auditors in their Report on Consolidated Financial statements have made Emphasis on certain matters. The Management Reply thereto are as under:-
	Auditors’ emphasis on matters	Management’s reply
a)	Attention is invited to note no. 43(h) of the audited consolidated financial statements regarding dues of Rs. 46,026 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 34,063 lakhs (including carrying cost of Rs. 17,165 lakhs up to March 31,2025). As stated in the said note in the opinion of the management, Company has credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage [note no. 43(h) of the audited consolidated financial statements] and the amount deducted / retained by UPPCL of amounting to Rs. 34,063 lakhs is shown as recoverable and considered good by the management.	Based on the legal opinion obtained by the Company, the action of UPPCL is not as per the terms of the power purchase agreement (PPA), and the Company had filed a petition with Uttar Pradesh Electricity Regulatory Commission (UPERC) against UPPCL for the aforesaid recovery. UPERC vide its order dated 12th June,2020 has disallowed the claims of the Company and upheld the recovery/proposed recovery of excess payment made by UPPCL to company. The Company has filed an Appeal with Appellate Tribunal for Electricity (APTEL) against the above stated Order of UPERC and the appeal is pending hence no provision in these financial statements considered necessary against the disallowances of income tax and secondary energy charges of Rs. 46,026 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.

b)	As stated in note no. 46 (i) of the audited consolidated financial statements, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (March 31, 2024 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2024 Rs. 6,685 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable.	In respect of Nigrie Power and Cement Grinding Unit, entry tax of amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable) not payable as the same, on receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending from concerned authority for approval, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs.6,685 lakhs (previous year Rs. 6,685 lakhs) has been deposited which is in the opinion of the management good and recoverable.
c)	As stated in note no. 57(a) & 57(c) of the audited consolidated financial statements regarding pending confirmations/ reconciliation of balances of certain secured [including interest recompense, note no.43 (g)] and unsecured borrowings, trade receivables and trade payables (including MSME parties, CHAs and of Sub-contractor [read with note no. 49 of the audited consolidated financial statements] and others current financial liabilities (including capital creditors), receivables/payables from/to related parties, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no. 57(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in said notes.	Management is in the process to confirmations/ reconciliation of balances of certain secured and unsecured borrowings (current & non-current), trade receivables and trade payables (including MSME parties) and other current liabilities (financial/other) (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation /reconciliation there will not be any material impact on the state of affairs.
d)	(i) note no. 49(b) [ read with note no. 49(a)] of the audited consolidated financial statements regarding show cause/ demand notices from DMG of Rs. 1,79,083 lakhs received by the Company for recovery against illegal extraction and sale of sand and FIRs has also been filed by the DMG against the officials of the Company, as sated in the said note. As stated in the said note, sand mining Contracts were Sub-contracted on back- to back basis and ‘Guarantees' provided by the Sub¬ contractor to DMG had been released along with issuance of ‘No due certificate' by the DMG. Further, as stated in the note against the demand notices of DMG of Rs. 1,68,615 lakhs the Hon'ble High Court AP has granted stay. As stated in the said note and the reasons explained by the management, the demands of DMG for alleged extraction and sale of sand are without any cogent basis and also has been legally advised, in view/opinion of the management there is no need to make any provision against stated demands and there will be no impact on the state of affairs of the Company.	The Contract(s) were expired prior to 31.03.2024. Balances of sub-contractor is subject to confirmation and reconciliation and purchases, sale and inventory had been accounted for in earlier year based on details/statement as made available by the sub-contractor/ DMG. As Contracts with Sub-contractor were on back to back basis hence there will be no material impact, further based on ‘No due certificate' of DMG and as per the statement received from DMG, no amount are /were remaining to be payable by the Company to DMG. The Company has challenged the demand notices of DMG as subsequent to the expiry of Contracts period, the DMG had appointed another party to carry out sand mining activities also there is no cogent basis for raising the demand notice(s) on the Company by DMG. Further, based on legal opinion, the Company has creditable case in its favour. Further, Hon'ble High Court of AP has granted stay on appeals filed by the Company.

	(ii) As stated in note no. 49(b)(ii) of the audited consolidated financial statements read with note no. 49(a), balance of sub¬ contractor is subject to confirmation and reconciliation as on 31st March, 2025. Further, as stated in the said note no. 7(b)(ii) purchases, sale and inventory were accounted for based on details/statement as made available by the sub¬ contractor. As stated, management believes that there will be no material impact on the profit for the year and state of affairs of the Company, on final reconciliation/ confirmation
e)	As stated in note no. 45 of the audited consolidated financial statements, the SEBI vide its Order dated 27th December 2024 imposed penalty of Rs. 14 lakhs on the Company (on MD & CEO, CFO and four directors Rs. 40 lakhs) after completion of investigation on issues (post show cause notice) mainly related with non-compliances of certain accounting standards/Ind AS etc. w.r.t. non carrying out fair valuation of corporate guarantees (CG) provided by the Company [note no. 43(e) of the audited consolidated financial statements], non-provision against impairment of financial assets etc. (investment)and non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (on revised Clause 49 of the Listing agreement to be effective from October 01, 2014) read with SEBI Circular No. CIR/ CFO /POLICY CELL/7/2014 dated September 15, 2014 (as amended) (circular on related party transactions). Against the above stated Order of the SEBI for imposing penalty on the Company, the Company had preferred an appeal before SEBI Appellate Tribunal (SAT), decision of which is awaited. In opinion of management, there will not be material impact of above stated Order on the state of affairs of the company and profit for the year ended 31st March, 2025 and on the state of the affairs.	In respect of investigation conducted by the SEBI, the Company and its four Directors, MD and CEO and CFO had been served Show Cause Notice (SCN) in earlier year under Rule 4(1) of SEBI (Procedure for holding inquiry and imposing penalties), Rules, 1995 on issues related with alleged non-compliances of certain accounting standards/ Ind AS etc. for the financial years from 2012-13 to 2021¬ 22. Vide its order dated 27th December, 2024 SEBI has imposed the penalty of Rs. 14 lakhs on the Company (and penalty of Rs. 40 lakhs on MD & CEO, CFO and four directors). In this regard, the management believes that there was no non-compliances in past as full disclosure were made on the basis of the then decision taken, and there will be no material impacts of this order on the state of affairs the Company. The Company had preferred an appeal before SEBI Appellate Tribunal (SAT) against the above referred SEBI Order, decision of which is awaited. However, SAT vide its order dated 6th March, 2025, while admitting the Appeal, was pleased to stay the recovery subject to deposit of 50% of penalty imposed by SEBI. The 50% penalty was deposited in time by all the noticees.
Auditor's opinion is not modified in respect of above stated matters in para (a) to (e)
f)	Uncertainty on the going concern - of Subsidiary Companies: (i) Jaypee Arunachal Power Limited: Jaypee Arunachal Power Limited (JAPL) (where Holding Company has investment of Rs. 22,872 lakhs and impairment provision made there against is Rs. 22,871 lakhs). The auditors of JAPL has drawn the attention, in their audit report about erosion in the net worth of the JAPL without modifying their opinion, on preparation of financial statements by the management of JAPL as going concern basis on account of continuing support from holding company. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JAPL's ability to continue as a going concern. However, the financial statements/results of the JAPL have been prepared by the management on a going concern basis Note no. 64(a) of the audited consolidated financial statements.	(i) Financial statement of JAPL have been prepared by the management of JAPL as going concern basis on account of continuing support from holding company.

	(ii) Jaypee Meghalaya Power Limited: Jaypee Meghalaya Power Limited (JMPL)'s (where Holding Company has investment of Rs. 846 lakhs and impairment provision made there against Rs. 846 lakhs) accumulated losses have eroded more than 50% of the net worth of the JMPL and JMPL is dependent on its holding company for its daily operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the JMPL's ability to continue as a going concern on which auditors of JMPL has drawn attention. The auditors has not modified the opinion in their audit report. However, the financial statements/results of the JMPL have been prepared by the management on a going concern basis [Note no. 64(b) of the audited consolidated financial statements].	(ii) Financial statement of JMPL have been prepared by the management of JMPL as going concern basis on account of continuing support from holding company.
	(iii) Sangam Power Generation Company Limited: Sangam Power Generation Company Limited (SPGCL) (where Holding Company investment of Rs. 55,212 lakhs and impairment provision made there against Rs. 33,025 lakhs) is having accumulated losses and its net worth has been significantly eroded as on 31st March 2025 and its claim against UPPCL is pending before Hon'ble Supreme Court. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the SPGCL's ability to continue as a going concern on which auditors of SPGCL have drawn attention. The auditors has not modified the opinion in their audit report. However, the financial statements have been prepared on going concern basis [Note no. 64(d) of the audited consolidated financial statements].	(iii) Financial statement of SPGCL have been prepared by the management of SPGCL as going concern basis on account of continuing support from holding company.
Auditor's opinion is not modified in respect of above stated matters in f (i) to (iii).

14. DETAILS OF FRAUD REPORTABLE BY AUDITOR.

During the year under review, neither the statutory auditors
nor the secretarial auditors of the Company has disclosed
any instance of fraud committed in the Company by its
officers or employees required to be disclosed in terms of
Section 143(12) of the Companies Act, 2013.

15. COMMISSION TO MANAGING DIRECTOR OR WHOLE
TIME DIRECTORS OF THE COMPANY FROM ANY OF
ITS SUBSIDIARIES.

Neither the Managing Director nor any of the Whole time
Directors of the Company received any remuneration or
commission from any of its subsidiaries required to be
disclosed in terms of Section 197(14) of the Companies
Act, 2013.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti- Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013 and rules made
thereunder. An Internal Complaints Committee (ICC) is in
place as per the requirements of the said Act to redress
complaints received regarding sexual harassment. All

women employees (permanent, contractual, temporary,
trainees) are covered under this policy.

Pursuant to Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(x) of Companies (Accounts)
Rules,2014, no case has been reported during the year
under review.

17. DETAIL OF APPLICATIONS / PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, pursuant to Section 134(3)
(q) of the Companies Act, 2013 read with Rule 8(5)
(xi) of Companies (Accounts) Rules,2014, there was
no applications / proceedings under insolvency and
bankruptcy code, 2016 has been initiated against the
Company

18. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT (OTS) AND THE VALUATION DONE
WHILE TAKING LOAN.

Pursuant to Section 134(3)(q) of the Companies Act read
with Rule 8(5)(xii) of Companies (Accounts) Rules, 2014,
the Company has not made any OTS with the banks /
financial institutions during the year under review, hence,
no valuation was done.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All Related Party Transactions were done on an arm's
length basis and in the ordinary course of business. During
the year, the Company has not entered into any contract/
arrangement/ transaction with related parties which could
be considered material in accordance with the policy of the
Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the
Policy on Related Party Transactions on 1st February, 2025
and amended pursuant to the SEBI Notification No. SEBI/
LAD-NRO/GN/2024/218 dated 12th December 2024 vide
SEBI (LODR)(3rd Amendment) Regulations, 2024. The
amended policy on Related Party Transactions, as approved
by the Board, may be accessed on the Company's website
at the link: https://www.jppowerventures.com/wp-
content/uploads/2025/02/Related-Party-Transaction-
Policy.pdf

The details of Related Party Transactions, as required under
Indian Accounting Standard-24 (Ind AS-24), are provided
in the accompanying Financial Statements forming part
of this Annual Report. Form AOC-2 pursuant to Section
134 (3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out as
“Annexure-C” to this Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

In respect of investigation conducted by the SEBI, the
Company and its four Directors (including one ex- whole
time Director), MD and CEO and CFO had been served
Show Cause Notice (SCN) in earlier year under Rule 4(1)
of SEBI (Procedure for holding inquiry and imposing
penalties), Rules, 1995 on issues related with alleged non¬
compliances of certain accounting standards/ Ind AS etc. for
the financial years from 2012-13 to 2021-22. Vide its order
dated 27th December, 2024 SEBI has imposed the penalty
of Rs. 14 lakhs on the Company (excluding penalty of Rs.
40 lakhs imposed on MD & CEO, CFO and four Directors
(including one ex- whole time Director)). In this regard, the
management believes that there was no non-compliances
in past as full disclosure were made on the basis of, the then
decision taken, and there will be no material impacts of this
order on the state of affairs the Company. The Company had
preferred an appeal before SEBI Appellate Tribunal (SAT)
against the above referred SEBI Order, decision of which
is awaited. However, SAT vide its order dated 6th March,
2025 was pleased to stay the recovery subject to deposit
of 50% of penalty imposed by SEBI. The 50% penalty was
deposited in time by all the noticees.

21. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copies of the Annual Returns of the
Company prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed
on the website of the Company and is accessible at
the web-link: https://www.jppowerventures.com/wp-
content/uploads/2025/05/MGT_7-2025.pdf

22. PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act,
2013, with respect to a loan, guarantee or security is
not applicable to the Company for being engaged in
providing infrastructural facilities as specified in Schedule
VI appended to the Act. However, particulars of loans
given, guarantees given and securities provided and
investments made under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the
Financial Statements.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

24. RISK MANAGEMENT

The Provisions of SEBI (LODR) Regulations, 2015 for
constitution of Risk Management Committee is applicable
on top thousand (1000) listed entities on the basis of market
capitalization. Since the Company falls within top 500 listed
entities, accordingly, the Company has constituted the Risk
Management Committee details of which are given in the
Corporate Governance Report forming part of the Annual
Report.

The policy on Risk Management as approved by
board is available on company's website at https://
jppowerventures.com/wp-content/uploads/2021/10/
RISK-MANAGEMENT-POLICY.pdf

In the opinion of the Board, there is no risk which may
threaten the existence of the Company as a going concern.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34 of SEBI (LODR) Regulations 2015,
the Company falls within top Five Hundred (500) listed
entities based on market capitalization as on 31st March,
2025, as such, a Business Responsibility and Sustainability
Report (BRSR) is annexed with the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social
Responsibility (CSR) Committee and has framed a CSR
Policy. Corporate Social Responsibility Policy is available
on our website at https://jppowerventures.com/wp-
content/uploads/2024/05/CSR-Policy_May24.pdf. The
brief details of CSR Committee are provided in the Report
on Corporate Governance. The Annual Report on CSR
activities as required to be given under Section 135 of
the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as
amended is annexed herewith as “Annexure-D”.

27. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)

Second Amendment Rules, 2015 (As per notification
dated 4th September, 2015), is annexed to this Report as
“Annexure-E”.

28. MATERIAL CHANGES AND COMMITMENTS

The Board wishes to mention the following material
developments which took place after the closure of
Financial Year:

On 3rd June, 2024, the Hon'ble National Company Law
Tribunal, Allahabad Bench, has admitted Jaiprakash
Associates Limited (JAL) (the Promoter Company of the
Company, which holds 24% stake in the Company) in
Corporate Insolvency Resolution Process (CIRP) and
appointment of Interim Resolution Professional under
Section 7 of the Insolvency and Bankruptcy Code, 2016.
Further developments in regard to the process are available
in the Public Domain of JAL's & Stock Exchanges' website.
The Company has already clarified to stakeholders
through regulatory filings with Stock Exchanges that being
a separate legal entity managed by a separate Board of
Directors and team of executives, there is no impact on
the operational performance and financial well-being of the
Company.

In terms of Section 134(3)(l) of the Companies Act, 2013,
except as disclosed elsewhere in this report, no material
changes and commitments are perceived to affect the
Company's financial position which have occurred between
the end of the financial year of the Company to which the
financial statements relate and date of the report and there
has been no change in the nature of business.

29. CORPORATE GOVERNANCE REPORT AND
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A report on Corporate Governance as stipulated by
Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of
this Annual Report along with the required Certificate from
the Auditors confirming compliance with the conditions of
Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report on
the operations and financial position of the Company has
been provided in a separate section which forms part of
this Annual Report.

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Board has, pursuant to the provisions of Section
177(9) & (10) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, formulated Whistle Blower Policy and Vigil
Mechanism for Directors and Employees under which
protected disclosures can be made by a whistle blower
and provide for adequate safeguards against victimization
of Director(s) or employees(s) or any other person who
avail the mechanism.

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
highest standards of professionalism, integrity and ethical
behavior. During the year under review, no reference has
been received under the Whistle Blower Policy and Vigil
Mechanism for Directors and Employees.

The Vigil Mechanism-cum-Whistle Blower Policy may be
accessed on the Company's website at the link: http://
jppowerventures.com/wp-content/uploads/2016/03/
Vigil-Mechanism-cum-Whistle-Blower-Policy.pdf

31. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial
statements, as designed and implemented by the Company
are adequate. During the year under review, no material or
serious observation has been received from the Internal
Auditors of the Company for insufficiency or inadequacy of
such controls.

The details pertaining to internal financial controls and
their adequacy have been disclosed in the Management
Discussion & Analysis Report forming part of the Annual
Report.

32. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

a) Statement showing details of employees as required
under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 has been provided in
Annexure-F (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed
by listed companies in terms of Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 have been
provided in Annexure-F(II) which forms part of this
Report.

33. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and
gratitude to various Departments and Undertakings of
the Central Government, various State Governments,
CEA, UPPCL, MPPMCL, APTEL, CERC, UPERC, MPERC,
Ministry of Power, Ministry of Coal, Government of India,
Financial Institutions, Banks, Rating Agencies, for their
continued co-operation and support to the Company. The
Board sincerely acknowledges the hard work, dedication
and commitment of the employees and the faith &
confidence reposed by the shareholders in the Company.

For and on behalf of the Board

Sd/-

MANOJGAUR

Place : New Delhi Chairman

Date : 1^st May, 2025 [DIN: 00008480]