Jaiprakash Associates Ltd Directors Report

To

The Members,

The Directors present the 28th Annual Report of your Company, together with the Audited Financial Statements (Standalone and Consolidated), prepared as per Indian Accounting Standards (Ind-AS) as prescribed under Section 134 of the Companies Act, 2013 (Act) and the Auditors Report for the Financial Year ended March 31, 2025, which includes this Report to the Shareholders.

Corporate Insolvency Resolution Process (CIRP) of the Company

Pursuant to the Order dated 03 June 2024 passed by the Honble National Company Law Tribunal, Allahabad Bench (NCLT) in a Company Petition bearing number C.P 330/ ALD/2018, filed by ICICI Bank Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 (Code or IBC), the Company has been admitted into the Corporate Insolvency Resolution Process (CIRP) and Mr. Bhuvan Madan (having registration no. IBBI/IPA-001/IP-P01004/2017-2018/11655) was appointed as the Interim Resolution Professional (IRP) of the Company to carry out the functions as mentioned under the Code. Subsequently, the members of the committee of creditors of the Company (CoC), in their 2nd meeting held on 30 July 2024, confirmed the IRP as the resolution professional (RP) of the Company under Section 22 of the Code. The powers of the Board of Directors were suspended and vested in the IRP/ RP with effect from 03 June 2024. The management and control of Company was vested in its Board of Directors till 02 June 2024.

The Resolution Professional issued Request for Resolution Plans in the corporate insolvency resolution process of the Company (RFRP). In response to the said RFRP the resolution professional received five (5) resolution plans along with earnest money. The resolution plans so received are currently being evaluated.

A copy of Honble NCLT Order dated 03 June 2024, List of Creditors, Invitation for Expression of Interest, and other details pertaining to CIRP are available at website of the Company i.e. www.jalindia.com.

Approval of the Financial Statements for the financial year 2024-25 and the Directors Report

The financial statements have been taken on record and signed by the RP (subject to the disclaimers set out therein) & signed by the Chief Financial Officer of the Company.

The directors are submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder (Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

While the powers of Board of Directors are suspended in accordance with the provisions of the Code, they are required to perform their duties and responsibilities under applicable laws, including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), 2015. In accordance with the provisions of the Code, the Resolution Professional has been entrusted with the responsibility of managing the affairs of the Company on a Going Concern basis. The Directors Report has been reviewed by the directors and basis their recommendation, the same has been signed by the Resolution Professional in good faith and in order to ensure compliance of the corporate debtor with applicable laws including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), 2015. In doing so, the resolution professional has relied on the assistance provided by the directors of the Company, and the certifications, representations, warranties and statements, made by the directors of the Company, whether written or oral, in relation to the above Directors Report. The resolution professional has assumed that all the information and data provided to the resolution professional by the directors and personnel of the Company is in conformity with the Companies Act, 2013 and other applicable laws and that all such information as well as data give a true and fair view of the position of the Company as of the dates and period indicated therein and the review is limited to the information available at the time of signing. The Resolution Professional has not conducted any independent analysis of the information provided to him and accordingly, the resolution professional disclaims any responsibility for the said information and is not making any representations regarding accuracy, authenticity, veracity or completeness of the data or information in the Directors Report. No statement, fact, information, whether present or historical, or opinion contained in the Directors Report, should be construed as a representation or warranty, express or implied, of the resolution professional, including his authorized representatives and advisors. Further, actions of the resolution professional such as the signing of the Directors Report have been undertaken in good faith and in terms of Section 233 of the IBC, no suit, prosecution or legal proceedings shall lie against the resolution professional for the same.

1.0 WORKING RESULTS

The working results of the Company for the year under report are as under

(Rs. in Crores)

Financial year ended	31.03.2025	31.03.2024
Gross Total Revenue	3406.89	3753.39
Profit before Interest, Depreciation & Tax (PBDIT)	279.26	498.84
Less: Finance Costs	972.73	912.90
Less : Depreciation	449.25	236.56
Profit/(Loss) before Exceptional items & Tax	(-)1142.72	(-)650.62
Exceptional Items - Gain/ (Loss)	(-)3787.01	(-)668.98
Profit/(Loss) before Tax	(-)4929.73	(-)1319.60
Provision for Tax (including Deferred Tax)	3.63	20.23
Profit/(Loss) from continuing operations after Tax (Net Profit)	(-)4933.36	(-)1339.93
Profit/(Loss) from discontinued operations after Tax (Net Profit)	-	(-)196.33
Other Comprehensive Income	15.87	(-)2.27
Total Comprehensive Income	(-)4917.49	(-)1538.53
Basic Earnings Per Share [FaceValue Rs.2/- per share] in Rupees	(-)20.10	(-)6.26
Diluted Earnings Per Share [Face Value Rs. 2/- Per Share] in Rupees	(-)20.10	(-)6.26

During the year under report, the gross total revenue of the Company decreased from Rs. 3753.39 crores in FY 2023-24 to Rs. 3406.89 crores in the current year. Due to increase in operating cost and other expenses during the year, PBIDT for the year under report has been 8.20% of Gross Total Revenue against 13.29% in the year ended 31st March, 2024. There were exceptional items of loss of Rs. 3787.00 crores mainly on account of writing off of Trade Receivable, Deposits under Protest in respect of Excise Duty matter, Non-current investments in Jaypee Infratech Ltd., provision for loss on impairment on Property, Plant and Equipment and provision for diminution in value of Non-current investments etc.

2.0 PAST DISINVESTMENT INITIATIVES BY THE COMPANY

In line with the Companys publically stated policy, the summary of divestments carried out by the Company and its subsidiaries/ associate companies is as given below:

SUMMARY OF DIVESTMENTS CARRIED OUT BY THE COMPANY AND ITS SUBSIDIARIES/ ASSOCIATE COMPANIES

S. No.	Transaction	Enterprise value (Rs. in crore)	Date of divestment
1.	Sale of 4.80 MTPA Cement Plants in Gujarat demerged by Jaypee Cement Corporation Limited (JCCL) (a wholly owned subsidiary)	3,800.00	12th June 2014
2.	Sale of entire 74% stake in Bokaro Jaypee Cement Limited (a subsidiary), having 2.10 MTPA cement grinding plant	667.57	29th November 2014
3.	Sale of 1.5 MTPA Cement Grinding Unit of Company in Panipat, Haryana	358.22	27th April 2015
4.	Sale of 1091 MW HEP at Karcham & 300 MW HEP at Baspa-II, Himachal Pradesh by Jaiprakash Power Ventures Limited (JPVL) (then Subsidiary, now Associate of the Company)	9,700	8th September 2015
5.	Sale of 49 MW Wind Power Plants of the Company (40.25 MW in Maharashtra & 8.75 MW in Gujarat)	161.00	30th September 2015
6.	Sale of 17.2 MTPA identified Cement Plants (including captive power plants) in Uttar Pradesh, Madhya Pradesh, Himachal Pradesh, Uttarakhand & Andhra Pradesh (which includes 5.0 MTPA cement plant of JCCL)	16,189.00	29th June 2017
	TOTAL	30,875.79

3.0 DIVIDEND

Keeping in view the cash flow stress and the admission of the Company into corporate insolvency resolution process under the IBC, no dividend is recommended for the financial year 2024-25.

4.0 FOREIGN CURRENCY BONDS

As informed last year also, the Company had, after obtaining various approvals (including of Bondholders, Shareholders, Reserve Bank of India, Singapore Stock Exchange, BSE & NSE, domestic lenders, etc.), issued new Bonds (Series A and Series B) on 28th November 2017, by way of cashless exchange with

(i) USD 38.640 million, 5.75% Foreign Currency Convertible Bonds (FCCBs) Due 2021 (Series A Bonds), and

(ii) USD 81.696 million, 4.76% Amortising Non-Convertible Foreign Currency Bonds Due 2020 (Series B Bonds).

Both Series A and Series B Bonds (both listed on the Singapore Stock Exchange) became due for redemption on 30th September, 2021 & 30th September, 2020 respectively. However, among others, the factors like surmounting financial obligations, non availability of working capital for operations, reduced margin in cement business due to pressure on cement prices, economic downturn, the overarching impact of CoVID-19 pandemic etc. resulted in cash flow mismatch due to which the Company was not in a position to redeem the Bonds and the Convertible Bonds could not be converted into Equity shares since the market price was well below Rs.10 prior to September 2021. Hence, the Company initiated discussions with certain Bondholders in the last quarter of the year 2023 for amending the conditions provided in the Trust Deed dated 28th November, 2017 governing the Bonds issuance. Pursuant to such discussions, the Company has executed a non-binding term sheet and related accession agreements (Term Sheet) in February 2024 with (i) approx. 93.99% of holders (by principal value outstanding) of the Series A Bonds and (ii) approx. 91.67% of holders (by principal value outstanding) of the Series B Bonds, with an aggregate of 92.57% of the collective holders of the Series A Bonds and the Series B Bonds for restructuring of the Bonds.

However, the process could not be progressed further since the Company was admitted to Corporate Insolvency Resolution Process with effect from 3rd June, 2024 and the RP invited claims from all the creditors in terms of the Code and the regulations framed thereunder and in response to the same, the Bondholders have submitted their claims for outstanding dues to the RP through their authorized representative viz. The Bank of New York Mellon, London Branch which have been admitted by the Resolution Professional.

5.0 EMPLOYEE STOCK PURCHASE SCHEME As the Members are aware through the annual reports of the previous years, Jaypee Group ESPS, 2009 Trust was created in 2009 for administering the Stock Purchase Scheme of the Company namely Jaypee Employee Stock Purchase Scheme, 2009 for the ultimate benefit of the employees (including Directors) of the Company and its subsidiaries.

In terms of the Scheme, the Company issued and allotted 1.25 Crores Equity Shares of Rs.2 each @ Rs. 60 per share (including premium of Rs. 58 per share) to the said Trust on 14th December 2009. The said Trust was also allotted 62,50,000 Equity Shares as Bonus Shares on its holding, in terms of the Bonus Issue made by the Company on 19th December 2009.

Since inception, the Jaypee Group ESPS, 2009 Trust has allocated/ transferred Equity Shares to the eligible employee under the scheme, as under:

Particulars	No. of Eligible Employees	No. of original Shares (excluding Bonus)	No. of Bonus Shares	Total no. of shares (including Bonus)
Total Shares available under ESPS Scheme		12,500,000	6,250,000	18,750,000
Transferred/ allocated during 2010-11	8,032	11,263,706	5,631,852	16,895,558
Transferred/ allocated during 2011-12	4	3550	1775	5,325
Transferred/ allocated during 2012-13 to 2024-25
Balance shares as on 31.03.2025		1,232,744	616,373	1,849,117

During FY 2024-25, no further shares were allocated/ transferred by the Trust.

Thus, a balance of 18,49,117 Equity Shares (including bonus shares) are still lying with the Trust for transfer to the eligible employees in due course.

It is confirmed that:

(a) there is no employee who has been issued shares in any year amounting to 5% or more shares issued during that year; and

(b) there is no employee who is entitled to shares under the Scheme equal to or exceeding 1% of the issued capital of the Company.

6.0 OPERATIONS OF THE COMPANY

6.1 ENGINEERING DIVISION

6.1.1 Works in Progress

The Company is presently executing the following works / projects. The present status of works is given below:

Sl. No.	Name of Work/Project under execution	Location of Work/Project	Contract Price (Base Value) (Rs. in crores)	Nature of Work/ Project	Value of work completed (excluding escalation and extra items) as on 31.03.2025 (Rs. in crores)
	Works pertaining to :
1.	Turnkey execution of Srisailam Left Bank Canal Tunnel Scheme including Head Regulator etc. of Alimineti Madhava Reddy Project.	Telangana State	2452.34 (Revised)	Irrigation Tunnels	1902.09
2.	Construction of Diversion Tunnel, Dam, Intake and Desilting Arrangement including Hydro-mechanical Works and Highway Tunnel (Contract Package C-1) of Punatsanchhu - II Hydroelectric Project.	Bhutan	1224 (Original) 1,519.02 (Estimated)	Hydro Power Generation (1020 MW)	1517.08
3.	Construction of Head Race Tunnel (from Surge Shaft end), Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House and Tail Race Tunnel including Hydro- Mechanical Works (Contract Package C-3) of Punatsanchhu - II Hydroelectric Project.	Bhutan	856 (Original) 1046.53 (Estimated)	Hydro Power Generation (1020 MW)	1061.25
4.	4-laning of Varanasi - Gorakhpur section of NH-29 from km 88.000 (Design chainage 84.160) to km 148.000 (Design chainage 149.540) [Package-III Birnon village to Amilla village] under NHDP Phase-IV in the state of Uttar Pradesh	Uttar Pradesh	840	Highway Project	810.00
5.	4- laning of Varanasi Gorakhpur section of NH-29 from km 148.000 (Design chainage 149.540) to km 208.300 (Design chainage 215.160) [Package-IV Amilla Village to Gorakhpur] under NHDP Phase-IV on EPC mode in the State of Uttar Pradesh	Uttar Pradesh	1030	Highway Project	1002.40
6.	Palamuru Rangareddy Lift Irrigation Scheme- PRLIS- (Package No.4)-Earth work Excavation & Construction of Twin Tunnel in between Anjanagiri Reservoir at Narlapur(V) and Veeranjaneya Reservoir at Yedula(V) from Km 8.325 to Km 23.325 in Mahabubnagar District (Work awarded to JAL - VARKS - NECL JV with JAL as Lead Partner)	Telangana State	872.14 (after embedded taxes) (Revised Estimate) (JALs share) + Escalation [Total Contract Value 1646.16 (original) 1849.86 (Revised Estimate)]	Irrigation Tunnels	831.48 (JALs share)
7.	Construction of Dam, Diversion Tunnel, Intake, Intake Tunnels, Head Race Tunnel (from RD 0.00 to RD 3100.35), Adit - 1 and Diversion Tunnel Gates (Contract Package C-1) of Arun-3 Hydroelectric Project in Nepal.	Nepal	NP Rs. 509.1901 crore plus INR 803.4669 crore (Equivalent INR 1121.71)	Hydro Power Generation (900 MW)	863.36
8.	Execution of Naigarhi Micro Irrigation Project (Part-I) on Turnkey basis in Madhya Pradesh	Madhya Pradesh	350	Micro Irrigation	309.02
9.	Execution of Naigarh Micro Irrigation Project (Part-II) on Turnkey basis in Madhya Pradesh	Madhya Pradesh	327	Micro Irrigation	234.13
10.	Execution of Ram Nagar Micro Irrigation Project on Turnkey basis in Madhya Pradesh	Madhya Pradesh	306	Micro Irrigation	266.85
11	Execution of Civil and Hydro-mechanical Works (Lot-1) of Rahughat Hydroelectric Project in Nepal	Nepal	USD 35.999 million plus NP Rs. 217.3368 crore (Equivalent INR 376.64)	Hydro Power Generation (40 MW)	315.14
12.	Construction of Civil Works for Barrage, Intake, Desilting tank, HRT, Surge Shaft, Power House, Tail Race Tunnel and adits etc. of Naitwar Mori Hydroelectric Project located in Distt. Uttarkashi in Uttarakhand	Uttarakhand	530 (Estimated)	Hydro Power Generation (60 MW)	524.88
13.	Construction of Civil Works comprising of part Head Race Tunnels, Adits, Surge Shafts, Pressure Shaft, Valve House, Underground Power House, MIV Cavern, Transformer Cavern, Adits and Access Tunnels, Tail Race Tunnels, TRT Outlet Structure and Pothead Yard etc. of Pakal Dul Hydroelectric Project, J& K (Work awarded to Afcons - JAL Joint Venture)	Jammu & Kashmir	1051 (JALs Share - 30% of Contract Price)	Power Generation (1000 MW)	465.53 (Total)
14.	Construction of Diversion Tunnel (along with HM works), Concrete Face Rockfill Dam (CFRD), Surface & Tunnel Spillway, Intake Structure, Two nos. part Head Race Tunnel and Allied Structures	Jammu & Kashmir	2853.01	Power Generation (1000 MW)	1077.37
15.	Five (5) years contract for Operation and Maintenance (O&M) of all Hydro Mechanical, Electrical Equipments and Civil work of Sardar Sarovar Dam for the years 2022 - 2027	Gujarat	52.55	Operation and Maintenance	29.70
16.	Construction of Balance Civil Works Package: Lot-I for Barrage, Desilting Basins, SFT, Intake Structure, Part of HRT-I & HRT- II and other associated Structures etc. of Teesta-Vl HE Project, Sikkim.	Sikkim	1752.26 Original 1880.14 Revised	Hydro Power Generation (500 MW)	1212.87
17	Construction of River Diversion Works, Dam, Intake, Desilting Arrangement and HRT from RD 0.00 m to RD 2,303.00 m including Construction of Adit-I for 600 MW Kholongchhu Hydro-electric Project (KC-1) located in Trashiyangtse, Bhutan.	Bhutan	972.00	Hydro Power Generation (600 MW)	Work yet to start
18.	Construction of Head Race Tunnel from RD 14,091.07 m to RD 15,762.80 m including Construction Adit VI, Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House Complex and Tail Race Tunnel (KC- 3) for 600 MW Kholongchhu Hydro - electric Project located in Trashiyangtse, Bhutan.	Bhutan	621.00 (JAL Share 499.93	Hydro Power Generation (600 MW)	3.73
19.	Restoration of Civil Works for Dam, Desilting Chamber, Silt Flusing Tunnel and part HRT (up to Adit-I of HRT) of Teesta-V Power Station, Sikkim	Sikkim	53.35	Repair & Restoration of Hydro plant components	68.75
20.	Restoration of Damaged HM Components at Teesta-V Power Station, 510 MW (3 x 170MW), located in East Sikkim District of Sikkim State	Sikkim	INR 106.71 crore plus EURO 11.171 Lakhs	Repair & Restoration of Hydro plant components	73.14
21.	Civil works for Package Package-3, Civil works for Repair and Restoration of Concrete Dam & appurtenant structure, Power Intake, Desilting Chambers, Branch HRT, GOC, Gate Shafts and Part HRT etc. upto Adit 1 of Teesta-V Power Station, Sikkim	Sikkim	65.00	Repair & Restoration of Hydro plant components	21.83
22.	Package-V, Civil works for Repair and Restoration work in HRT from Adit-3 downstream to Adit-5, Surge Shaft, Tail Race Tunnel area etc. of Teesta-V Power Station, Sikkim	Sikkim	24.90	Repair & Restoration of Hydro plant components	29.31

Projects being Executed by Jaiprakash - Gayatri Joint Venture

Sl. No.	Name of Work/Project under execution	Location of Work/Project	Contract Price (Base Value) (Rs. in crores)	Nature of Work/ Project	Value of work completed (including escalation and extra items) as on 31.03.2024 (Rs. in crores)
1.	Polavaram Project Right Main Canal Package No. - PPRMC 4	Andhra Pradesh	301.30 (JALs Share - 51%)	Irrigation Canal	347.82
2.	Veligonda Feeder and Teegaleru Canal Project- (Package-2)	Andhra Pradesh	392.58 (Revised) (JALs Share - 51%)	Irrigation Canal	335.41

6.1.2 The Company has been awarded the following

Works:

(i) Construction of River Diversion Works, Dam, Intake, Desilting Arrangement and HRT from RD 0.00 m to RD 2,303.00 m including Construction of Adit-I for 600 MW Kholongchhu Hydro-electric Project (KC-1) located in Trashiyangtse, Bhutan. The work has been awarded at a contract price of Rs. 972 crore. Contract Agreement has been signed on 10.01.2025.

(ii) Construction of Head Race Tunnel from RD 14,091.07 m to RD 15,762.80 m including Construction Adit VI, Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House Complex and Tail Race Tunnel (KC-3) for 600 MW Kholongchhu Hydro - electric Project located in Trashiyangtse, Bhutan. The contract has been awarded at a contract price of Rs. 621 crore (JAL Share 499.93 crore). Contract Agreement has been signed on 10.01.2025.

(iii) Restoration of Civil works for dam, Desilting Chamber, Silt Flushing Tunnel & Part HRT (up to Adit -I of HRT) of Teesta-V Power Station, Sikkim. The work has been awarded at Contract Price of Rs. 53.35 crore. The work is under progress.

(iv) Restoration of Damaged HM Components at Teesta-V Power Station, 510 MW (3 x 170MW), located in East Sikkim District of Sikkim. The Company is the lowest Bidder and the work has been awarded at Contract Price of Rs. 106.71 crore plus EUR0 11.171 lakhs. Contract Agreement has been signed and work is under progress.

(v) Package-3, Civil Works for Repair and Restoration of Concrete Dam & Appurtenant Structure, Power Intake, Desilting Chambers, Branch HRT, GOC, Gate Shafts and Part HRT etc. upto Adit-I for Restoration of Teesta-V Power Station, Sikkim. JAL is the lowest bidder and the work has been awarded at Contract Price of Rs. 65 crore. Contract Agreement has been signed and work is under progress.

(vi) Package-5, Civil Works for Repair and Restoration work in HRT from Adit-3 downstream to Adit-5, Surge Shaft, Tail Race Tunnel area etc. of Teesta-V Power Station, Sikkim has been awarded at Contract Price of Rs. 24.90 crore and work is under progress.

6.2 CEMENT DIVISION

6.2.1 Capacity as on 31st March, 2025

The capacity of Cement and Captive Power Plant in the Cement Division of the Company and group companies as on 31st March 2025/at present is as under: JAIPRAKASH ASSOCIATES LIMITED:

PLANT	OPERATING CEMENT CAPACITY	CAPTIVE THERMAL POWER
	MTPA	MW
CENTRAL ZONE
(Jaypee Rewa Plant, Jaypee Cement Blending Unit)	1.65	62
UP ZONE
Chunar Cement Factory	2.50	37
Churk Grinding Unit	1.00	180
TOTAL	5.15	279

SUBSIDIARIES & ASSOCIATE COMPANIES:

PLANT	OPERATING CEMENT CAPACITY	CAPTIVE THERMAL POWER
	MTPA	MW
Jaypee Cement Corporation Limited (Subsidiary) - South Zone-Jaypee Shahabad Cement Plant	1.20	60
Bhilai Jaypee Cement Limited (Subsidiary) - Plants in Satna & Bhilai	2.20	-
Jaiprakash Power Ventures Limited (Associate) - Jaypee Nigrie Cement Grinding Unit	2.00	-
TOTAL (Subsidiaries & Associates at present)	5.40	60
GRAND TOTAL AT PRESENT (JAL, JCCL, BJCL & JPVL)	10.55	339

Thus the Group (including JPVL) at present has an installed cement capacity of 10.55 MnTPA and 339 MW of Captive power. The implementation of expansion of Jaypee Shahabad Cement Plant by 1.20 Million Tonnes has been kept in abeyance.

6.2.2 Operations

The production and sale of Cement/ Clinker during the year under report, as compared to the previous year, are as under:

PARTICULARS	2024-25 (MT)	2023-24 (MT)
Cement Production (MT)	350,027	1,477,447
Clinker Production (MT)	219,946	1,113,368
Cement and Clinker Sale (MT) (including Self-Consumption)	494,360	1,523,155

6.2.3. Operational Performance (JAL)

During the financial year 2024-25, Productivity Indices of the operating units of the Company (JAL) were as under:

Sl No.	Plants	Lime stone Crushing	Raw meal Grinding	Clinker Production	Cement Grinding	Cement Despatch including clinker sale
		(MT)	(MT)	(MT)	(MT)	(MT)
1	Jaypee Rewa Plant, Rewa (MP)	330,564	325,882	219,946	169,469	274,035
2	Jaypee Cement Blending Unit, Sadva Khurd (UP)
3	Chunar Cement Grinding Unit, Chunar (UP)				180,558	220,325
4	Jaypee Churk Grinding Unit
	TOTAL	330,564	325,882	219,946	350,027	494,360

6.3 HOTELS DIVISION

The Company owns and operates five luxury hotels in the Five Star category in Delhi, Gr. Noida, Agra & Mussoorie, the finest Championship Golf Course & Integrated Sports Complex.

Jaypee Greens Golf Course facilitated prominent and prestigious golf events at its Championship 18 hole Greg Norman Golf Course.

Atlantic-The Club, an integrated sports complex, Gr. Noida offers world class facilities for International and National sporting events & tournaments with rooms & conference halls. It has also emerged as Sports Academy Destination. It has academy for cricket, football & soccer, swimming, shooting, badminton, squash, basketball & lawn tennis.

Indian Green Building Council has conferred LEED certificate in Gold Category to the Jaypee Residency Manor, Mussoorie. Platinum Category to Jaypee Vasant Continental, New Delhi and Jaypee Palace Hotel & Convention Centre, Agra has been presented the Gold Category award for energy & environmental design of the building.

The Jaypee Greens Golf Course has been awarded Best Luxury Resort by Ministry of Tourism - HRANI (2024) & Best Luxury Resort - Domestic by Travel & Leisure (2024). The resorts signature restaurants - La Brezza was awarded Best Italian Premium Dining in both 2024 and 2025, while Paatra was named Best Italian - Premium Dining in 2024 by Times Food Awards. The Chinese Restaurant - Ano-Tai at Jaypee Vasant Continental, New Delhi, was awarded Best Chinese Premium Dining by Times Food Awards (2024). The Jaypee Residency Manor, Mussoorie was awarded with Best 5 Star Hotel by Ministry of Tourism - HRANI (2024).

The Companys Hotels at New Delhi, Agra and Mussoorie have been accredited with ISO 9001 for Quality Management System (QMS), ISO 14001 for Environment Management System (EMS), ISO 22000 for Food Safety Management System (FSMS) and Hazard Analysis and Critical Control Point (HACCP).

6.4 REAL ESTATE DIVISION

Jaypee Greens, the real estate brand of the Jaypee Group has been creating lifestyle experiences, from building premium golf-centric residences to large format townships, since its inception in the year 2000. A total of 8,104 Units were offered possession till 31st March 2025. Jaypee Greens, Greater Noida

Jaypee Greens, Greater Noida spread across 452 acres is the maiden golf centric residential development and integrates Luxury villas and apartments with an 18 Hole Greg Norman Signature golf course, 9 Hole chip & putt golf course, landscaped parks and lakes along with an integrated sports complex, 60 acre nature park and a 5 star Spa resort in collaboration with Six Senses Spa of Thailand.

Possession has been offered for 1,825 units till 31st March 2025, across all the projects in this township. Jaypee Greens Greater Noida is appreciated by its residents and the industry as one of the finest golf centric township in India.

Jaypee Greens Wish Town Noida - An Integrated Township.

Jaypee Greens Noida - being developed by the Jaypee Group is the bench mark project in the region of Noida. Spread over a sprawling 1,063 acres Integrated Township developed by Jaiprakash Associates Limited encompassing projects of both Jaiprakash Associates Limited & Jaypee Infratech Limited offering a wide range of residential options ranging from independent homes to high-rise apartments and penthouses, along with host of operational amenities such as the 18+9 hole Graham Cooke designed golf facility, the 500 bed super specialty Hospital, educational facilities including Jaypee Public School and Jaypee Institute of Information Technology. The entire township is dotted with landscaped parks, recreational facilities, entertainment hubs and commercial centers.

Jaypee Greens Wish Town Noida - Jaiprakash Associates Limited (JAL)

In Jaypee Greens Wish Town Noida, JAL has offered 3,440 Apartments and Commercial Shops (till 31st March 2025) in projects - Pavilion Court & Heights, Kalypso Court, Imperial Court etc. Out of these nearly 223 apartments & commercial shops were completed in the year 2024-2025 thereby enhancing the facilities for the residents.

In addition, till 31st March 2025, the Company has offered possession of 420 independent units of Town-homes, Kingswood Oriental and residential plots across multiple projects of JAL. A large number of plot buyers have also commenced construction of their homes.

Jaypee Group, with the support of UPRERA has restarted its two stalled projects Kalypso Court & Knights Court, becoming the first company in the country to complete the project on Joint basis with the customers, under the supervision of UPRERA. The customers joined hands with the promoter to jointly fund the project by contributing their balance payments so as to complete the pending balance finishing works in 12 Towers which include 4 towers of Project Kalypso Court & 8 towers of Knights Court.

Jaypee Greens Sports City

Jaypee Greens Sports City, located adjacent to the Yamuna Expressway, is home to Indias first International Motor racing track, a long green boulevard and much more. This Sports City had hosted Indias first F1 race in October, 2011 followed by two more races in 2012 and 2013.

The development of Sports City inter-alia comprises of various thematic districts offering residential, sports, commercial and institutional facilities. The commercial zone will offer well defined areas for elaborate financial and civic centers, along with residential districts which will have a vast range of products including villas, town homes and residential plots and mid to high rise apartment blocks, to suit the requirements of all.

Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12.02.2020 had conveyed its action relating to cancellation of the allotment of Land admeasuring 1085 Hectare (Core/Non-core area) located at Special Development Zone (SDZ), Sector -25, Sports City, Greater Noida allotted to the Company inter alia, on account of alleged non-payment of certain dues. The Company challenged the above order before Honble Allahabad High Court. The Honble High Court of Judicature at Allahabad vide Judgment dated 10.03.2025 in the matter of Jaiprakash Associates Limited v. State of Uttar Pradesh, Writ Petition 6049 of 2020, has inter alia: (a) upheld the cancellation order passed by YEIDA, which cancelled the allotment of YEIDA Sports City to JAL; (b) directed YEIDA as per its commitments to take over the housing projects and ensure completion of the same; (c) directed YEIDA to appoint a Nodal Officer, who should be a gazetted officer (or equivalent) to decide any issue regarding remaining amount payable by homebuyers; (d) directed YEIDA to make available necessary funds irrespective of the sum collected by it from the allottees, for timely execution and completion of the housing projects; and (e) directed that if any allottee chooses to withdraw from the project, the corresponding unit shall become available for sale by YEIDA and consequently, all refund claims shall be borne by YEIDA.

The Company through RP has filed a Special Leave Petition bearing number 9497 of 2025 (SLP) before the Honble Supreme Court (SC), challenging the aforesaid judgment and inter alia seeking a stay on the aforesaid judgment as an interim relief. Please refer to the notes to Financial Statements in this regard.

Possession of 2419 residential plots in Country Home-I & II, Krowns and Greencrest Homes has been offered till 31st March 2025.

Backed by a strong team of Architects, Engineers and Sales and Marketing professionals, the Company is committed to delivering all of its projects in the coming years.

6.5 SPORTS DIVISION

Jaypee International Sports (JIS) (a Division of Jaiprakash Associates Limited) (initially incorporated as a Company on 20th October 2007 and amalgamated into the Company, JAL, on 16th October 2015) was allotted around 1100 Ha. of land for development of Special Development Zone (SDZ) with sports as a core activity by Yamuna Expressway Industrial Development Authority (YEIDA). This area is inclusive of 100 Ha of land to be used for Abadi Development. The core activities are sports inter-alia Motor Race Track, suitable for Holding Formula One race and setting up a Cricket stadium of International Standard to accommodate above 1,00,000 spectators and others.

The Motor Race Track known as Buddh International Circuit (BIC) was completed well in time and JIS successfully hosted the three Indian Grand Prix held in October 2011, October 2012 & October 2013. The success of the event was acknowledged by winning of many awards and accolades. Buddh International Circuit (BIC) was envisaged as one stop destination for promotional events by automobile manufacturers, exhibitions, shooting of movies, concerts, product launches and other promotional entertainment activities.

The development of non-core area planned for group housing, plots, flats, etc. and other social activities are in process.

Please refer the detailed description of the dispute with YEIDA under the heading Jaypee Greens Sports City in paragraph 6.4 above.

7.0 OTHER INITIATIVES

7.1 DEVELOPMENT OF COAL BLOCKS

All the coal blocks including Amelia (North), Dongri Tal-II & Mandla South allotted to MPSMCL and Mandla North to JAL were cancelled by Supreme Court verdict dated 24.09.2014. Ministry of Coal decided to reallocate all the cancelled coal blocks through e-auction/ allocation. Amelia (North) and Mandla North coal blocks categorized as Schedule-II (Mines producing coal or about to produce) were put for e-auction in first tranche wherein Jaiprakash Power Ventures Limited (JPVL) and JAL were declared successful bidders for above blocks respectively. Subsequently JCCL also won Mandla South and Majra coal mines in the auction held for coal blocks in Schedule- III and tranche-III respectively.

Status of each coal mine vested to JPVL, JAL and JCCL is given below:

Type of Mine	Name of Mine	Status
Open Cast (O/C)	Amelia (North) (JPVL)	\u2022 The mining activities in Amelia (North) coal mine were started on 26.05.2015.
		\u2022 During the FY 2022-23 JPVL applied for expansion of production capacity from 2.8 MTPA to 3.36 MTPA. Further it applied for expansion from 3.36 MTPA to 3.92 MTPA in the FY 2023-24.
		\u2022 After obtaining the Environmental Clearance, JPVL achieved peak rated capacity of 3.92 MT during the year 2023-24 and similarly in financial year 2024-25.
Under Ground (U/G)	Bandha North (JPVL)	\u2022 The Coal Block Development and Production Agreement has been signed on 17th October 2022 and allocation order has been issued on 12th December 2022.
		\u2022 Since the coal block was partially explored, detailed exploration was carried out. Draft Geological Report has been submitted to Ministry of Coal for approval.
Under Ground (U/G)	Mandla North (JAL)	\u2022 Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 12.03.2018 and 21.03.2018.
		\u2022 A writ Petition has been filed in Allahabad High Court on 27.03.2018
		\u2022 The Honble High Court of Allahabad saw merit in the points brought out by JAL and directed that no coercive action be taken against the petitioner
		\u2022 The coal block has now been allocated to M/s Dalmia Cement (Bharat) Limited.
		\u2022 The court proceedings are under way and judgment is awaited.
Under Ground (U/G)	Mandla South (JCCL)	\u2022 Arising out of process of sale of all End Use Plants with M/s Ultratech, Termination letter of Coal Mine Development and Production Agreement and Vesting Order has been received on 06.03.2018.
		\u2022 A writ Petition has been filed in Allahabad High Court on 19.03.2018. The Honble High Court of Allahabad saw merit in the points brought out by JCCL and directed that no coercive action be taken against the petitioner
		\u2022 The coal block had been put on auction but not yet allotted.
		\u2022 The court proceedings are under way and judgment is awaited.
O/C and U/G	Majra (JCCL)	\u2022 Arising out of process of sale of all End Use Plants to M/s Ultratech, Nominated authority issued termination of the block.
		\u2022 A writ Petition had been filed in Allahabad High Court on 04.08.2018 with prayer for quashing the Impugned letter and provide relief.
		\u2022 The Honble High Court of Allahabad ordered that our case was disposed of and all contentions of the parties on merits are kept open.
		\u2022 A dispute has been raised in the court of Special Tribunal at Nagpur on 17.10.2018.
		\u2022 The tribunal proceedings are under way and judgment is awaited.

7.2 REFUSE DERIVED FUEL (RDF) FROM MUNICIPAL SOLID WASTE (MSW) AT CHANDIGARH

The Company had been operating the MSW Plant satisfactorily under the Implementation Agreement with Municipal Corporation, Chandigarh (MCC); daily garbage of the city of Chandigarh was being used as per the agreement; the plant was serving the twin purpose of keeping the city clean and to conserve the energy resources in the form of producing fuel called as Refuse Derived Fuel (RDF). RDF (in fluff form), the final product of the plant, was being disposed off commercially as a good substitute of conventional fuel in the industries and Power plants located around Chandigarh.

The Implementation Agreement provided for consideration of payment of Tipping Fee in case any other Municipal Authority/State Government pays it. The Company approached MCC for payment of Tipping Fee for the MSW being processed at its plant in Chandigarh since various other authorities had started paying Tipping Fee for processing of MSW. Initially, MCC declined to pay the same but consequent upon Order of Honble NGT, MCC started paying Tipping Fee. However, it stopped the payment after nine months. The Company invoked arbitration and approached High Court for confirmation of appointment of Arbitrator.

MCC issued a notice on 09.03.2020 directing handing over the Plant in 24 hours under the pretext of NGT order. The Company approached District Judge, Chandigarh under Section 9 of Arbitration and Conciliation Act and directions were stayed by the Ld. District Judge vide order dated 09.03.2020 and the Company was directed to invoke arbitration, in respect of issue raised, within 3 months which was duly complied with. However, MCC again issued notice on 18.06.2020 directing handing over the Plant in 24 hours, i.e., by 5 PM of 19.06.2020. The Ld. ADJ Chandigarh by order dated 19.06.2020 extended the stay by one month. However, MCC illegally and forcibly entered the premises, took over the possession of the Plant and drove out the employees of the Company by around 5.30 pm.

The Company again approached the Court of Ld. ADJ to restore the possession of the plant and also to initiate contempt proceedings against the MCC and its Commissioner.

MCC approached Honble High Court against the orders of Ld. ADJ, Honble High Court, persuaded both sides for a consent order to refer the matter to Arbitrator to be appointed by Honble High Court. Accordingly, Arbitral Tribunal of Sole Arbitrator has been constituted who has commenced the Arbitration proceedings. The earlier matter of Arbitration in respect of Tipping Fee has also been referred to the same Arbitral Tribunal.

The Companys application before Ld. ADJ for contempt has been admitted for further trial.

The Arbitral proceedings in both matters are in progress in respect of the Statements of Claim/Counter Claim filed by both sides. The Company has approached the Honble High Court seeking an extension of tenure of Arbitral Tribunal, which expired on 24th April 2025. The matter is currently pending.

In contempt case before Ld. ADJ, JAL has commenced cross examination of its witnesses. The MCC approached Honble High Court seeking directions that no further witnesses be required to undergo cross- examination, arguing that one cannot be compelled to give evidence against oneself. The Company has filed its reply, and after hearing the matter, the Honble High Court directed that the case be heard by the Ld. ADJ. Subsequently, MCC approached ADJs Court with same plea. The matter is pending for adjudication.

8.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURES As on 31st March 2025, in terms of the provisions of Companies Act 2013, your Company had following subsidiaries which are engaged in different business activities:

1. Bhilai Jaypee Cement Limited (Under CIRP)

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited (Under CIRP)

4. Jaypee Assam Cement Limited

5. Jaypee Ganga Infrastructure Corporation Limited

6. Himalyan Expressway Limited

7. Jaypee Agra Vikas Limited

8. Jaypee Infrastructure Development Limited

9. Jaypee Cement Hockey (India) Limited

10. Jaypee Fertilizers & Industries Limited

11. Jaypee Uttar Bharat Vikas Private Limited

12. Kanpur Fertilizers & Chemicals Limited (Formerly known as Kanpur Fertilizers & Cement Limited)

13. Himalyaputra Aviation Limited

14. Jaiprakash Agri Intiatives Company Limited

15. Yamuna Expressway Tolling Limited

16. East India Energy Private Limited

Note: The resolution plan in respect of erstwhile Wholly Owned Subsidiary viz. Jaypee Infratech Limited (JIL) as submitted by Suraksha Realty Limited alongwith Lakshdeep Investments and Finance Private Limited (Successful Resolution Applicants) was approved by Honble NCLT, New Delhi vide its Order dated 7th March, 2023. Appeals filed against the said Order before the Honble NCLAT were also disposed off by Honble NCLAT. As a part of implementation of the successful resolution plan, JIL had cancelled on 21st June 2024, all the shares held by the Company. The Company has Written off Non-Current investments amounting to 84926 Lakhs in JIL pursuant to Honble NCLT and Honble NCLAT Orders and implementation of Resolution Plan by Successful Resolution Applicants. Hence, JIL has ceased to be a subsidiary of the Company during the year under report.

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH, 2025

As on 31st March, 2025, the Company (JAL) has following Associate Companies [as per Section 2(6) of Companies Act, 2013 i.e. in which it holds 20% or more of total share capital] and Joint Ventures:

1. Jaiprakash Power Ventures Limited, (24,00%)

2. Madhya Pradesh Jaypee Minerals Limited, (49.00%)

3. MP Jaypee Coal Limited, (49.00%)

4. MP Jaypee Coal Fields Limited, (49.00%)

5. RPJ Minerals Pvt. Limited, and (43.83%)

6. Sonebhadra Minerals Pvt. Limited. (48.76%)

Jaiprakash Power Ventures Limited (JPVL) was a subsidiary of JAL, however, w.e.f. 18.02.2017 it became an Associate Company. Thus, the following subsidiaries of JPVL also ceased to be subsidiaries of JAL w.e.f. 18.02.2017 and became Associate Companies:

1. Jaypee Arunachal Power Limited

2. Sangam Power Generation Company Limited

3. Jaypee Meghalaya Power Limited

4. Bina Mines & Supply Limited (Erstwhile Bina Power Supply Limited)

Note- A: Prayagraj Power Generation Company Limited

(PPGCL) is no more a subsidiary of JPVL w.e.f. 18.12.2017, hence no more an Associate of JAL w.e.f. 18.12.2017. JAL, however, continues to hold 10.53% equity stake in PPGCL.

Note-B: Jaypee Powergrid Limited is no more a subsidiary of JPVL w.e.f. 25.03.2021, hence no more an Associate of JAL w.e.f. 25.03.2021.

The status of the aforesaid Subsidiaries is given in Annexure-1 and of the Associates & Joint Ventures in Annexure-2.

9.0 CONSOLIDATED FINANCIAL STATEMENTS The statement (in prescribed form AOC-1) as required under Section 129 of the Companies Act, 2013, in respect of the Subsidiaries and Associate companies of the Company is annexed and forms an integral part of this Report.

The consolidated financial statements of the Company & its subsidiary/associate companies, as mentioned in form AOC-1 , for the year ended 31st March 2025, prepared in accordance with Accounting Standard (IND AS-110) Consolidated Financial Statements prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Financial Statements.

The Financial Statements of the subsidiary/associate companies and the related detailed information (as per Section 129 of the Companies Act, 2013) will be made available to the shareholders of the Company and subsidiary/associate companies seeking such information. The financial statements of the subsidiary/ associate companies will also be kept for inspection by any shareholder at Companys Corporate Office/Registered Office and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of financial statements of subsidiary/ associate companies to any shareholder on demand.

The Company has also uploaded the Financial Statements of subsidiary companies on its website i.e. www.jalindia.com.

10.0 OUTLOOK

Post divestment of part of cement business and other assets to deleverage the balance sheet of the Company, the Company is putting its best efforts to enhance its presence in its core business i.e. Engineering & Construction activities. The Company has at present an order book of E&C Contracts of around Rs. 18,300 crores.

The performance during the year is considered reasonably satisfactory. The future prospects of the Companys business and the business of its subsidiaries are as disclosed in this report.

11.0 DIRECTORATE

11.1 Appointment/Cessation of Directors during FY 2024-25:

(i) Re-appointment of Shri Jaiprakash Gaur Ji, Chairman Emeritus & Director w.e.f. 30th September 2024

During the year under report, Shri Jaiprakash Gaur Ji, Chairman Emeritus & Director who retired by rotation at the last Annual General Meeting of the Company, was re-appointed by the shareholders in the same meeting held on 30th September, 2024.

(ii) Re-appointment of Shri Manoj Gaur, Executive Chairman & CEO w.e.f. 1st April 2024

Shri Manoj Gaur, Executive Chairman & CEO was re- appointed for a period of 1 year from 1st April, 2024 to 31st March, 2025, by the Board of Directors on 30th January, 2024 and by the shareholders on 9th May 2024 by passing a resolution through postal ballot process.

(iii) Re-appointment of Shri Pankaj Gaur as Managing Director w.e.f. 1st July 2024

Shri Pankaj Gaur was re-appointed as the Managing Director of the Company for one year from 1st July, 2024 to 30th June, 2025, pursuant to the resolution passed by the Nomination & Remuneration Committee (NRC) on 11th May, 2024; resolution passed by the Board of Directors on 11th May, 2024 and an Ordinary Resolution passed by the Shareholders on 30th September 2024.

(iv) Re-appointment of Shri Naveen Kumar Singh as Whole-time Director w.e.f 30th September 2024 Shri Naveen Kumar Singh was re-appointed as the Whole-time Director of the Company for one year from 30th September, 2024 to 29th September, 2025, pursuant to the resolution passed by the Nomination & Remuneration Committee (NRC) on 11th May, 2024; resolution passed by the Board of Directors on 11th May, 2024 and an Ordinary Resolution passed by the Shareholders on 30th September 2024.

(v) Resignation of Shri Rama Raman, Independent Director with effect from 12th March 2025.

Shri Rama Raman, who joined the Company on 24th September 2022, as an Independent Director, resigned as the Director of the Company w.e.f 12th March, 2025 due to his personal reasons.

(vi) Resignation of Ms. Vidya Basarkod, Independent Director with effect from 25th March 2025.

Ms. Vidya Basarkod, who joined the Company on 24th September 2022, as an Independent Director, resigned as the Director of the Company w.e.f 25th March, 2025 due to her personal reasons.

11.2 The composition of the Board

As per sub-regulation (2A) of Regulation 15 of the SEBI Listing Regulations, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI Listing Regulations with regard to composition of Board and its various Committees and meetings thereof are not applicable to the Company due to the Company being under CIRP.

11.3 Present tenure of Directors

The term of Independent Directors of the Company is as under:

S. No.	Names of Independent Directors	DIN	Tenure
			From	to
1.	Dr. P .K. Agrawal	08311041	10-02-2022	09-02-2027
2.	Dr. Y. Medury	01752495	10-08-2022	09-08-2027
3.	Shri K. M. Singh	02223301	24-09-2022	23-09-2027
4.	Shri N. K. Grover	08543115	10-08-2022	09-08-2027

The term of three Executive Directors of the Company is as under:

S. No.	Names of Executive Directors	Designation	DIN	Tenure
1.	Shri Manoj Gaur	Executive Chairman & CEO	00008480	01.04.2024 to 31.03.2025
2.	Shri Pankaj Gaur	Whole-time Director (designated as Managing Director)	00008419	01.07.2024 to 30.06.2025
2.	Shri Naveen Kumar Singh	Whole-time Director	00215393	30-09-2024 to 29-09-2025

11.4 Non-Executive Non-Independent Director:

Shri Jaiprakash Gaur Ji (DIN 00008085), Director & Founder Chairman and Shri Sunil Kumar Sharma (DIN 01859229), Director & Vice Chairman are the Non-executive Non- independent directors.

11.5 Retirement by rotation:

Shri Pankaj Gaur, Director would retire by rotation at the forthcoming Annual General Meeting of the Company. The proposal for approval of his re-appointment shall be included in the Notice of the Annual General Meeting.

11.6 The tenure of Shri Manoj Gaur, Executive Chairman & CEO has expired on 31st March, 2025. Tenure of Shri Pankaj Gaur as the Whole Time Director (designated as Managing Director) has expired on 30th June, 2025 and that of Shri Naveen Kumar Singh as the Whole-time Director would expire on 29th September, 2025 and it is proposed to appoint them as director for a period of one year each. The proposal for approval of their appointment as director shall be included in the Notice of the Annual General Meeting.

11.7 Whole-time Key Managerial Personnel:

The details about the Whole-time Key Managerial Personnel are given in Para No. 23 of the Corporate Governance Report enclosed herewith.

12.0 DEPOSITS

The Company enjoyed respectable track record of compliance of Public Deposit rules prescribed by Government of India from time to time. As on 1st April 2014, the Company had outstanding fixed deposits and interest payable thereon aggregating Rs. 2,722.53 Crores. Entire amount of fixed deposits has since been repaid.

13.0 AUDITORS AND AUDITORS REPORT

13.1 STATUTORY AUDITORS:

M/s. Dass Gupta & Associates, Chartered Accountants, New Delhi (Firm Registration No. 000112 N with ICAI), were appointed as Statutory Auditors of the Company for four years viz. Financial Year 2021-22 to 2024-25 (i.e. a total term of five consecutive years including FY 2020-21), to hold office until the conclusion of annual general meeting to be held in the calendar year 2025 at a remuneration as may be decided by the Board of Directors.

They hold a valid Certificate issued by the Peer Review Board of ICAI. The terms of their appointment include the provisions as contained under Clause 6A & 6B of SEBI Circular No. CIR/CFD/CMD1/114/2019 dated 18th October 2019. The Shareholders of the Company approved their appointment by passing an Ordinary Resolution on 21st March 2021.

They are proposed to be re-appointed for another term of 5 financial years i.e. from financial year 2025-26 to 2029-30, to hold office until the conclusion of annual general meeting to be held in the calendar year 2030. The proposal for approval of their re-appointment shall be included in the Notice of the Annual General Meeting.

13.2 SECRETARIAL AUDITORS:

M/s VKC & Associates, Practising Company Secretaries (Firm Registration No. P2018DE077000), were appointed as Secretarial Auditors of the Company by the Board of Directors, based on recommendations of the Audit Committee, as per Section 204 of the Companies Act, 2013, for the Financial Year 2024- 25. Their Secretarial Audit Report for the financial year ended 31st March 2025 forms part of this Report.

As per the provisions of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of Material Unlisted Subsidiary Companies of the Company viz. Kanpur Fertilizers & Chemicals Limited and Jaypee Cement Corporation Limited for the Financial Year ended 31st March, 2025 also form part of the Annual Report of the Company.

M/s. VKC & Associates are proposed to be re- appointed for another term of 5 financial years i.e. from financial year 2025-26 to 2029-30, to hold office until the conclusion of annual general meeting to be held in the calendar year 2030. The proposal for approval of their re-appointment shall be included in the Notice of the Annual General Meeting.

13.3 COST AUDITORS:

For the Financial Year 2024-25, M/s. J.K. Kabra & Co., Cost Accountants, (Firms Registration No. 2890) are carrying out the cost audit in respect of maintenance of cost records as specified by the Central Government for applicable businesses of the Company and their report will be filed with Central Government in due course.

M/s. J.K. Kabra & Co., Cost Accountants are proposed to be re-appointed for the Financial Year 2025-26, for auditing the cost accounts maintained by the Company in respect of applicable businesses of the Company. Their remuneration is subject to ratification by shareholders for which a proposal shall be included in the Notice of AGM.

14.0 REPORTS ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY

The Report on Corporate Governance and Management Discussion & Analysis Report and Business Responsibility & Sustainability Report (BRSR) in prescribed format, in terms of Regulation 34 and 53 read with Schedule V of SEBI LODR are annexed and form part of this Annual Report.

A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed. The Company is complying with the Corporate Governance norms laid down in SEBI LODR except those provisions which are not applicable to the Company due to being under CIRP

15.0 EMPLOYEE RELATIONS & PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. The directors of your Company wish to place on record his sincere appreciation for the employees confidence, team spirit & determination in facing the challenges at all work sites and all offices and also co- operating in the smooth conduct of CIRPI CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE There was no case filed by any woman during the Calendar year 2024 nor during Calendar year 2025 (till 31st March 2025) pertaining to sexual harassment of women at work place. The Company has formed an Internal Complaints Committee pursuant to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of prevention of sexual harassment of women at workplace. The said Committee gave its Report which confirms that no such case has been filed during the above mentioned periods.

16.0 OTHER REQUIRMENTS OF COMPANIES ACT, 2013

16.1 EXTRACT OF THE ANNUAL RETURN UNDER SECTION 92 (3)

The web-link for Annual Return as required provided under Section 92(3) is http://www.jalindia.com/ annual-return.html.

16.2 THE NUMBER OF MEETINGS OF THE BOARD

Only 1 (One) meeting of the Board of Directors was held during the Financial Year 2024-25 i.e. on 11th May 2024. No meeting of the Board of Directors took place after commencement of CIRP of the Company w.e.f 3rd June 2024. The details of meeting held and attended by Directors are given in Corporate Governance Report in Para 2.0.

16.3 DIRECTORS RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by the directors of the Company with the supervision of the Resolution Professional, pursuant to Section 134(5) of the Companies Act, 2013, the confirmation is hereby given for the Company for the year ended 31st March 2025 that:

a) the directors followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate, operating effectively and the same are being strengthened on continuous basis from time to time.

16.4 STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) & (7)

In Compliance with the provisions of Section 149(6) & 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the Company has received requisite declarations from all the Independent Directors of the Company.

16.5 NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3).

The Company has a policy on Nomination and Remuneration as approved by Board and more details on this are given under Corporate Governance Report.

16.6 COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE (IF ANY) BY THE STATUTORY AUDITORS AND BY THE SECRETARIAL AUDITORS

The observations of Statutory Auditors & Secretarial Auditors and Notes to the financial statements are self- explanatory.

Their observations/qualifications and reply of management are given in Annexure 3.

16.7 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Particulars of Loans, Guarantees or Investments are given in the notes to financial statements especially under Note No. 3, 5 and 35 of the Financial Statements.

16.8 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars as per the prescribed Format (AOC-2) are enclosed as Annexure 4.

All the related party transactions during the year were on an arms length basis and in ordinary course of business.

16.9 STATE OF COMPANY AFFAIRS

The State of Company Affairs is given in para no. 1, 6, 7 and 8 of this Report.

16.10 AMOUNT, IF ANY WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES

NIL.

16.11 AMOUNT, IF ANY WHICH COMPANY RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

NIL.

16.12 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which have occurred between 31st March 2025 and the date of this Report.

16.13 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo, pursuant to Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014 for the year ended 31st March 2025 are annexed as Annexure 5 and form an integral part of this Report.

16.14 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH MAY THREATEN THE EXISTENCE OF THE COMPANY.

i) The Company has a Risk Management policy as approved by Board and its details are given in the Corporate Governance Report.

ii) In the opinion of the directors, there is no risk which may threaten the existence of the Company.

16.15 DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The details about the Corporate Social Responsibility (CSR) Policy are given in Corporate Governance Report. The said Policy of the Company is available on the following link: [www.jalindia.com/attachment/CSRpolicy.pdf]

The Initiatives taken by Company during the year are given in Annexure - 6.

16.16 STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

During the period under report, the Annual Evaluation of Board, its Committees and Directors for the financial year 2023-24 was done as per the criteria laid down by the Nomination and Remuneration Committee (NRC). The NRC carried out the evaluation of performance of the Board, its Committees (other than NRC) and also of Executive Directors of the Company for the financial year 2023-24 at its meeting held on 11th May 2024. The Board also carried out the evaluation of NRC at its meeting held on 11th May 2024.

The composition of Committees of the Board is as under:

1. AUDIT COMMITTEE
1. Dr. P K. Agrawal	Chairman
2. Shri N K Grover	Member
3. Dr. Y Medury	Member
4. # Ms.Vidya Basarkod	Member
2. STAKEHOLDERS\u2019 RELATIONSHIP COMMITTEE
1. *Shri Rama Raman	Chairman
2. Shri Sunil Kumar Sharma	Member
3. Shri Naveen Kumar Singh	Member
3. NOMINATION & REMUNERATION COMMITTEE
1. Dr.Y Medury	Chairman
2. Dr. P K. Agrawal	Member
3. #Smt. Vidya Basarkod	Member
4. CSR COMMITTEE
1. *Shri Rama Raman	Chairman
2. Shri K M Singh	Member
3. Shri Sunil Kumar Sharma	Member
4. Shri Pankaj Gaur	Member
5. FINANCE COMMITTEE
1. Shri Sunil Kumar Sharma	Member
2. Dr. PK. Agrawal	Member
3. Shri N K Grover	Member
6. RISK MANAGEMENT COMMITTEE
1. Shri Manoj Gaur	Chairman
2. Shri Sunil Kumar Sharma	Member
3. Shri Pankaj Gaur	Member
4. *Shri Rama Raman	Member
5 #Smt. Vidya Basarkod	Member

* Resigned w.e.f. 12.03.2025

# Resigned w.e.f. 25.03.2025

Under the provisions of the Code, the powers of the board of directors (including its sub-committees) remain suspended during the CIRP and are vested in and exercised by the resolution professional. Please also refer to Regulation 15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 in this regard.

16.17 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

As mentioned previously, the Company has been admitted into CIRP vide order of the Honble National Company Law Tribunal, Allahabad dated 3 June 2024. Details of Orders of Competition Commission, NCLT and Supreme Court are given in Notes to Financial Statements/ this Report.

16.18 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has approved internal financial controls and policies/ procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluated the internal financial control system periodically until commencement of CIRP Your Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

The Internal Audit of the Company for FY 2024-25 has been carried out by

(i) M/s. R. Nagpal Associates for Engineering & Construction Division; and

(ii) M/s. DPNC Global LLP for Real Estate, Cement and Allied Business & Hotels business.

The following have been appointed as Internal Auditors for F.Y 2025-26:

(i) M/s. R. Nagpal Associates for Hotel Division, Cement Division and Heavy Engineering Works (HEW); and

(ii) M/s. DPNC Global LLP for Engineering & Construction Division and Real Estate Project (REP).

16.19 REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud in respect of the Company by its officers or employees as required under Section 143(12) of the Companies Act, 2013.

16.20 VIGIL MECHANISM

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI LODR, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism. The said policy is uploaded on the website of your Company and the link of the same is given in the Corporate Governance Report forming part of the Annual Report.

16.21 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Details are given in Annexure - 7.

16.22 DETAILS PERTAINING TO REMUNERATION AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The Details are given in Annexure- 8.

16.23 APPLICATION MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Pursuant to the order dated 3rd June, 2024 passed by the Honble NCLT, Allahabad Bench in CP (IB) No.330/ ALD/2018, initiating the CIRP against the Company, all other applications filed against the Company under IBC have been disposed of. Further, no new application has been filed/allowed after initiation of CIRP as barred by IBC and Order dated 3rd June, 2024 of the Honble NCLT

16.24 COMPLIANCE OF SECRETARIAL STANDARDS

All the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) i.e. Secretarial Standard-1 and Secretarial Standard-2 pertaining to Meetings of the Board of Directors and General Meetings respectively have been duly complied with by the Company during the period under report.

17.0 ACKNOWLEDGEMENT

The Directors of your Company wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, the resolution professional, Committee of Creditors and Banks/Financial Institutions and valued Clients & Customers of the Company for their valuable support and co-operation.

The Directors of your Company also wish to place on record their appreciation of the whole-hearted and continued support extended by the Shareholders and Investors, as well as employees of the Company, which has always been a source of strength for the Company.

Enclosed:
Annexure-1 :	Information about Subsidiaries of the Company
Annexure-2 :	Information about Associates & Joint Ventures of the Company
Annexure-3 :	Comments of Auditors and Reply of management
Annexure-4 :	Form AOC-2 (Details of Contracts or Arrangements or Transactions)
Annexure-5 :	Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & and Outgo
Annexure-6 :	Annual Report on CSR Activities
Annexure-7 :	Details of Remuneration as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Annexure-8 :	Information as per Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.