The Directors of your Company are pleased to present the Thirty First 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, 2026.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of the Company (Standalone) for the year ended 31st March, 2026 is summarized below:-
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(Rs. in Crore)
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Particulars
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Current
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Previous
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| |
Year ended
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Year ended
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31.03.2026
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31.03.2025
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Net Revenue
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5563.44
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5462.16
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Add: Other operating income
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0.02
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0.03
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Add: Other Income
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227.39
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244.11
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Total Income
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5790.85
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5706.30
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Profit before Interest, Depreciation, Exceptional items & Taxation
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1585.78
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2098.89
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Less: Finance Cost
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374.89
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414.13
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Less: Depreciation
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472.80
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470.20
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Add: Exceptional items (Net)
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-
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-
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Profit /(Loss) before Tax
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738.09
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1214.56
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Add: Tax expenses (Net)
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(296.57)
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(403.83)
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Profit after Tax/(Loss)
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441.52
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810.73
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(Less)/Add: Other Comprehensive Income
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0.42
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0.02
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Total Comprehensive Income
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441.94
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810.75
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(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 2025-26 were as under:-
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Plant
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Plant
Availability
(%)
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Plant Load Factor
(%)
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Net Saleable Energy Generation (MU)
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Jaypee Vishnuprayag Hydro Power Plant (400 MW)
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99.30
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1589.17
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Jaypee Bina Thermal Power Plant (500 MW)
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93.39
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75.21
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2963.01
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Jaypee Nigrie Supercritical Thermal Power Plant (1320 MW)
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97.43
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88.79
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9666.23
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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 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.
The saleable energy generation for the year has been 14,145.21 MUs as compared to 12,980.99 MUs during previous year i.e higher by 1164.22 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, 2026 has been lower than previous year due to hydrology. During the year ended on 31st March, 2026 the energy generated was 1744.91 MUs as compared to 1828.42 MUs during the corresponding previous year and the net saleable energy of 1515.97 MUs as against 1589.17 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 2025-26, total 2963.01 MUs power were delivered out of which, 1,588.11 MUs were delivered to MPPMCL and balance 1,374.90 MUs were sold on power exchange and on bilateral sale basis of which 396.88 MUs of power were sold, mainly to meet technical minimum requirement of the plant.
The gross energy generation of JBTPP was 3294.20 MUs during the year 2025-26 as compared to 3,006.52 MUs during the previous year, thus was higher by 287.68 MUs. The Company achieved a PLF of 75.21 % as compared to 68.64 % in the previous year.
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, Hindustan Power Exchange & Power Exchange of India Limited.
The gross energy generation of the Plant was 10267.50 MUs during the year 2025-26 as compared to 9357.73 MUs in the previous year, which was higher by 426.94 MUs. During the year 2025-26, 5799.24 MUs power was sold as merchant sales. The Company achieved a PLF of 88.79 % as compared to 80.93 % in the previous year. Ministry of Environment, Forest and Climate Change (MOEF & CC) had issued notification no. CG-DL-E-11072025-264545 dated July 11, 2025 amending the Environment (Protection) Rules 1986, thereby making Sulphur dioxide emission standards not applicable to all Category - C Power Plants. In accordance to above notification, as JPVL's Plant falls under Category C subject to the criteria of stack height as per applicable Notification dated 30th Aug 1990 issued by MoEF & CC. As such, both Bina and Nigrie TPPs are in compliance with above requirements hence, there was no requirement of installation of FGD at the Plants. Accordingly, a Settlement Agreement was executed with GEPIL in October, 2025 for foreclosure of the contract.
2.4 Coal Mining Operations
After the closure of the financial year, the Board of Directors decided to surrender the Amelia (North) Coal Mine and Bandha North Coal Mine after considering various factors, inter alia, recent changes in Government coal policies, economic viability and sociological aspects, with a view to ensure long-term sustainability and operational efficiency of the Company. The process for surrender of the aforesaid coal mines is under progress, including obtaining the requisite approvals.
The following is the status of the Coal Mines as on 31st March, 2026:
(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
(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.
After the closure of the financial year, the Board of Directors decided to surrender the Amelia (North) Coal Mine and Bandha North Coal Mine after considering various factors, inter alia, recent changes in Government coal policies, economic viability and sociological aspects, with a view to ensure longterm sustainability and operational efficiency of the Company. The process for surrender of the aforesaid coal mines is under progress.
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 2025-26 due to clinker supply constraints.
The Company is still exploring the ways to exit the noncore activity of Cement Grinding.
3. OPERATIONS
The total income from operations for the year ended 31st March, 2026 aggregated to Rs. 5563.46 crore as compared to Rs. 5462.19 crore in the previous year i.e. higher by Rs. 101.27 crore.
The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs. 738.09 crore as compared to profit of Rs. 1214.56 crore in the previous year. Exceptional items for the year also were Nil.
The total income on consolidated basis for the year ended 31st March, 2026 aggregated to Rs. 5791.61 crore as compared to Rs. 5707.55 crore in the previous year. However, Net profit after tax and exceptional items on consolidated basis during the year under review stood at Rs. 450.63 crore as compared to net profit on consolidated basis of Rs. 813.55 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 Listing Regulations, 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, 2026 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 110,77,85,047 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.5.00 crore to be redeemed in 2 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, 2026, 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 Jaiprakash Power Ventures Limited 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, therefore, the Company has written off the investment in the project.
8.2 Sangam Power Generation Company Limited
The company Sangam Power Generation Company Limited was acquired by Jaiprakash Power Ventures Limited from Uttar Pradesh Power Corporation Limited (UPPCL) for setting up a 1320 MW thermal power project in Uttar Pradesh. Although the conveyance deed for land was executed, physical possession of the land could not be handed over due to agitation by local villagers, resulting in no commencement of project activities. Consequently, SPGCL informed UPPCL and procurers that the Power Purchase Agreement had become unenforceable and sought amicable settlement of claims. Due to prolonged delays, SPGCL withdrew its undertakings and raised claims of '1,157.22 crore against UPPCL in 2018, besides filing a petition before the Uttar Pradesh Electricity Regulatory Commission (UPERC) for release of bank guarantees and reimbursement of expenses.
UPERC, through its order dated 28 June 2019, terminated the Power Purchase Agreement and Share Purchase Agreement, directed transfer of SPGCL ownership back to UPPCL, allowed reimbursement of '251.37 crore along with 9% interest on certain expenditures, and ordered release of performance bank guarantees. Appeals filed by both parties before Appellate Tribunal for Electricity (APTEL) were dismissed in July 2021, with directions for verification and payment of expenses.
Subsequently, both UPPCL and SPGCL approached the Supreme Court of India, which has stayed the APTEL order, and the matter remains pending for final hearing. As of 31 March 2025, '552.21 crore had been incurred on the project. Considering the prolonged uncertainty, the Company wrote off '330.25 crore of its investment in SPGCL during FY 2023-24.
8.3 Jaypee Meghalaya Power Limited
Jaypee Meghalaya Power Limited (JMPL) was incorporated by Jaiprakash Power Ventures Limited in the year 2010 The JMPL was incorporated as a wholly owned subsidiary of the company, 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 as the State Government decided vide minutes of the meeting dated 22.04.2022 to terminate the MOA for 270 MW Umngot HE Power Project and begun the process for re-allocation of this project through ICB route to PSUs. Likewise, 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 (HAL), New Delhi. However, due to inordinate delays in obtaining Non Scheduled Operating Permit (NSOP) approval from Ministry of Civil Aviation, the contract with HAL was terminated.
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, 2026 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 March 31,2026, your Company's Board had Nine Directors, out of which five are Independent Director including two Women Independent Director.
As required under the Act and the SEBI Regulations, the Company has constituted various 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 this Annual Report.
10.1 Changes in the Board
Following changes occurred in the board of the Company during the year under review:
a) Shri Manoj Gaur (DIN:00008480) and Shri Praveen Kumar Singh (DIN: 00093039) retired by rotation at the 30th Annual General Meeting held in 2025, being eligible, were re-appointed.
b) Shri Anupam Lal Das, Independent Director (DIN 08812375) resigned from the Board of Directors with effect from 10th September, 2025 citing his other professional commitments.
d) Shri Sunil Kumar Sharma (DIN 00008125) and Shri Suren Jain (DIN 00011026) 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) was reappointment 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 2025-26, 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 this 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 Listing 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 as
prescribed in Schedule IV of the Companies Act, 2013.
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 by the Board of its own performance, performance of 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 other than independent 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 21st March, 2026 without the attendance of NonIndependent Directors or any member of the Management, for evaluation of performance of NonIndependent 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 by the 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, 2026 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, 2026 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. AUDITORS12.1 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.
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 2025-26. The Cost Audit Report for the Financial Year 2025-26 will be filed within the due date.
For FY 2026-27, 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 for ensuing Annual General Meeting.
12.3 Secretarial Auditor
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 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 for the first term of 5(five) years from Financial Year 2025-26 till 2029-30, at such remuneration as may be decided by the Board.
Secretarial Audit Report for the Financial Year ended on 31st March, 2026, issued by M/s. VLA & Associates, Company Secretaries, in Form MR-3 forms part of this report and marked as “Annexure-B”. The Secretarial Auditor has made no qualification his Report.
However the said report contains some statement of facts as mentioned therein requiring no explanation or comments from Board under section 134(3) (f) (ii) of the Companies Act, 2013.
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, 2026. The qualification in the Standalone Financial Statement and management response to the aforesaid qualification is given as under:-
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The qualified opinion of the statutory auditor and management reply thereto in respect of Standalone Financial Statements were as under:-
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Auditors’ Qualification
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Management’s Reply
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1.
(A)
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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 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 RP 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, 2025 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. Further as stated in the note no. 44(e) 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 extended non-compliance of Ind AS 113 as fair valuation and recognition of consequential impact in books of accounts has not been carried out of stated Corporate Guarantee. Also, attention is drawn 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 17th April, 2014.
As stated in note no. 44(e) of the standalone financial statements, in the opinion of the management, pending claims of the Company before RP and pending decision on release of the corporate guarantee (which Company has submitted) 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.
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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. 3(a) SBI has assigned its fund based claim outstanding due for JAL to the National Reconstruction Company Limited]
Presently Impact cannot be quantified.
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1
(B)
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As stated in para in (A) above, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and RP was appointed. We draw the attention to the note no. 51 read with 44(e) of the audited financial statements that the Company has paid advance (net) of Rs. 578 lakhs to/for carrying out certain works/repairs under different contracts. Against advance payment made to JAL, no provision has been made for the reasons stated in the said note. Further, as stated in the said note the Company has filed claims with RP for advance amount paid and other claims [note no. 51 read with 44(e)] which are pending, hence presently in the opinion of the management, impact is unascertainable.
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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 FY 2024-25, the Company has originally filed claim of Rs. 4,841 lakhs (net). However, as on 31st March, 2026, balance in the account of JAL is Rs. 578 Lacs (net). In the opinion of the Management, there are fair chances for recovery of this amount and there is no Provision required for it.
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1 (C)
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Note no. 59(f) of the audited financial statements regarding non provision against the recompense claim amount of Rs. 5,69,651 lakhs claimed by the lenders (ICICI bank as lead) as stated in the said note. As stated in the said note, the Company has challenged the amount demanded and advised ICICI bank to explain basis for amount so demanded. Management of the Company believes that based on present free cash flow situation and taking into consideration the extent RBI guidelines, nothing is payable/ due as on 31st March, 2026. Further in the opinion of the management, impact if any, will not be material, on the state of affairs as same is recoverable, under PPAs as stated in the note no. 59(f). In the opinion of the management, impact, if any, cannot be ascertained.
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After Revised Circular 2018 was repealed pursuant to the SC Judgement, question arises as to which rules/ regulations of RBI would govern the Framework Agreement, as on that date.
Arguably, once the Revised Circular 2018 was repealed, then RBI Circulars on the resolution of stressed assets which had been issued prior and annulled by the said Revised Circular 2018, such as CDR / JLF for resolution of stressed accounts, may be said to be automatically reinstated. This may also be inferred from Clause 1.1 of the Framework Agreement, which defines IRAC Norms as “the Prudential Norms on Income Recognition and Asset Classification dated July 01, 2015, issued by the RBI, as amended, modified, and restated from time to time”. An alternate view may be adopted that with the quashing of the Revised Circular 2018, there exits no rules/ regulations of the RBI, which pertain to or deal with the resolution of stressed assets
Thus, Framework Agreement was governed by the CDR Circular 2015 and IRAC Circular 2015, which as explained above, did not provide for recompense.
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1 (D)
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Note no 66(a) of the standalone financial statements regarding the Company has recognized Minimum Alternate Tax (MAT) Credit Entitlement aggregating to Rs. 26,596 Lacs as at March 31, 2026 (including MAT credit recognition of Rs. 14,078 lacs of current year) for the reasons as stated in the said note, the Company has elected to continue under the regular / old tax regime for current financial year and onwards.
Had the Company complied with the recognition requirements of Ind AS 12 - Income Taxes, the MAT Credit Entitlement of Rs. 26,596 lacs would not have been recognised, and consequently, Tax Expense for the year would have been higher, and Retained Earnings as at 31 March 2026 and the Net Profit After Tax for the year ended 31 March 2026 would have been lower by Rs. 26,596 lacs.
Matters stated in para (A) and (B) above had also been qualified in our audit report on the standalone financial statements for the year ended 31st March, 2025 and limited review report for the corresponding quarter and matters (A) to (C) above had also been qualified in our review report on the standalone financial statements previous quarter ended 31st December, 2025.
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Management in the process of assessing/reassessing the Company's long-term business projections in light of recent developments in the energy generation sector, the long-term business plans and changes in the level of a promoter group Company, credits, other factors and the statutory 15-year window available for utilisation of MAT credits, the Management has decided and recognised and continues to carry forward MAT Credit Entitlement amounting to Rs. 26,596 lacs as at 31 March 2026.
Considering the above stated reasons, the Management is confident about recoverability and that the recognition and continued carrying value of the MAT Credit Entitlement is appropriate and is in compliance with the recognition principles. Accordingly, the Company has continued to recognise Deferred Tax Assets / Liability using the tax rates applicable under the old regime.
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The Emphasis of matters in the Standalone Annual Audited Financial Statement and management reply thereto was as under:
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Auditors Emphasis on matters
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Management’s Reply
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a)
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Attention is invited to note no. 44(h) of standalone financial statements regarding dues of Rs. 47,148 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. 39,183 lakhs (including carrying cost of Rs. 18,287 lakhs) up to 31st March, 2026. 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 accompanying financial statements ) and the amount deducted / retained by UPPCL of amounting to Rs. 39,183 lakhs is shown as recoverable and considered good by the management.
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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. 47,148 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.
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b)
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As stated in note no. 48 (i) of the audited standalone financial statements for the year ended 31st March, 2026, 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 (31st March, 2025 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, 2025 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.
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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.
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c)
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As stated in note no. 59(a)(i) & 59(c) of the audited standalone financial statements for the year ended 31st March, 2026 regarding pending confirmations/reconciliation of balances of certain secured [including interest recompense, note no 44 (g) of the audited standalone financial statements for the year ended 31st March, 2025] and unsecured borrowing, trade receivables and trade payables (including MSME parties, CHAs and of Sub-contractor [read with note no. 54 the accompanying financial statements]) and others current financial liabilities (including capital order processing and 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 stated note, internal control is being strengthened through process automation (including for as stated in note no. 59(b) of the audited standalone financial statements for the year ended 31st March, 2026 regarding of fuel procurement and consumption accounting processes which are in process of further strengthening) (and for accounting of certain expenditure as stated in the note no. 59(a) for the reasons stated therein)). 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.
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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.
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d)
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(i) note no. 54(b) [read with note no. 54(a)] of the audited financial statements regarding show cause/demand notices served by DMG of Rs. 8,55,704 lakhs to the Company for recovery against alleged illegal extraction and sale of sand as stated in the said note (and also FIRs with police has been filed by the DMG against the officials of the Company and the Company). As stated in the said note, sand mining Contracts were carried out by Sub-contractor 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 said note against the demand notices of DMG of Rs. 2,21,654 lakhs the Hon'ble High Court of Andhra Pradesh has granted stay and for/ against the show cause notices the Company has submitted its reply with DMG. As stated in the said note and the reasons as explained by the management, the demands of DMG for alleged extraction and sale of sand are without any cogent basis. Further the Company has been legally advised and in view/opinion of the management, it has creditable case, as stated in the said note, in its favour. Further as stated in note no. 54(b) in the opinion of the management there is no need to make any provision against stated demands of DMG and there will be no impact on the state of affairs of the Company on final decision. Further, Board has also noted that above demand(s) of DMG for alleged extraction and sale of sand are without any cogent basis and considering the fact that stated contracts were carried out by sub-contractor on back to back basis; hence there is no need for any amount to be provided for in this regard.
(ii) As stated in note no. 54(b)(ii) of the standalone financial statements read with note no. 54(a), balance of subcontractor is subject to confirmation and reconciliation as on 31st March, 2026. Further, as stated in the said note [54(b)(ii] purchases, sale and inventory were accounted for based on details/statement as made available by the subcontractor. As stated in the note, management believes that there will be no impact of above stated demands on the profit for the period and state of affairs of the Company, on final reconciliation/ confirmation.
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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.
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e)
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As stated in note no. 47 of the 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) for the reasons stated in the said note; and also for non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (as updated) read with SEBI Circular No. CIR/CFO /POLICY CELL/7/2014 dated September 15, 2014 (as amended) (circular on related party transactions).
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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 202122. 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).
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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 and profit for the quarter/year ended 31st March, 2026 and on the state of the affairs.
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.
The matter is still sub-judice with Hon'ble SAT
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f)
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As stated in note no. 59(e) of the standalone financial statements, Hon'ble Delhi High Court has ordered the Company to deposit Rs. 24,909 lakhs in respect of dispute with a party as stated in the said note. As stated in the note no. 59(e) the Arbitral Tribunal ordered awards against the Company. As stated in the said note, the management believes that against the dispute no additional amount is required to be provided for as carry over provision in books against the due liability has been reasonably assessed
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In regard to Arbitration case of BHEL vs. JPVL. Company has made a deposit of a sum of Rs. 24,909 lakhs in respect of dispute pursuant to an order of Hon'ble Delhi High under protest.
Management believes that against the dispute, no additional amount is required to be provided for as carry over provision in books against the due liability has been reasonably assessed.
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Auditor's opinion is not modified in respect of above stated matters in para (a) to (f).
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The qualified opinion of the statutory auditor and management reply thereto in respect of Consolidated Annual Financial Results were as under: -
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Auditors’ Qualification
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Management’s Reply
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1(A)
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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 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 RP 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, 2025 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. Further as stated in the note no. 43(e) 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 extend non-compliance of Ind AS 113 as fair valuation and recognition of consequential impact in books of accounts has not been carried out of stated Corporate Guarantee. Also, attention is drawn 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 17th April, 2014.
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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.
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As stated in note no. 43(e) of the consolidated financial statements, in the opinion of the management, pending claims of the Company before RP and pending decision on release of the corporate guarantee (which Company has submitted) 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.
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[as stated in the note no. 3(a) SBI has assigned its fund based claim outstanding due for JAL to the National Reconstruction Company Limited]
Presently Impact cannot be quantified.
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1(B)
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As stated in para in (A) above, JAL has been admitted into Corporate Insolvency Resolution Process (CIRP) and RP was appointed. We draw the attention to the note no. 53 read with note no. 43(e) of the consolidated financial statements that the Company has paid advance (net) of Rs. 578 lakhs to/for carrying out certain works/repairs under different contracts. Against advance payment made to JAL, no provision has been made for the reasons stated in the said note. Further, as stated in the said note 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, impact is unascertainable.
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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 FY 2024-25, the Company has originally filed claim of Rs. 4,841 lakhs (net). However, as on 31st March, 2026, balance in the account of JAL is Rs. 578 Lacs (net). In the opinion of the Management, there are fair chances for recovery of this amount and there is no Provision required for it.
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1 (C)
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Note no. 57(f) of the consolidated financial statements regarding non provision against the recompense claim amount of Rs. 5,69,651 lakhs claimed by the lenders (ICICI bank as lead) as stated in the said note. As stated in the said note, the Company has challenged the amount demanded and advised ICICI bank to explain basis for amount so demanded. Management of the Company believes that based on present free cash flow situation and taking into consideration the extent RBI guidelines, nothing is payable/ due as on 31st March, 2026. Further in the opinion of the management, impact if any, will not be material, on the state of affairs as same is recoverable, under PPAs as stated in the note no. 57(f). In the opinion of the management, impact, if any, cannot be ascertained.
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- After Revised Circular 2018 was repealed pursuant to the SC Judgement, question arises as to which rules / regulations of RBI would govern the Framework Agreement, as on that date.
- Arguably, once the Revised Circular 2018 was repealed, then RBI Circulars on the resolution of stressed assets which had been issued prior and annulled by the said Revised Circular 2018, such as CDR / JLF for resolution of stressed accounts, may be said to be automatically reinstated. This may also be inferred from Clause 1.1 of the Framework Agreement, which defines IRAC Norms as “the Prudential Norms on Income Recognition and Asset Classification dated July 01,2015, issued by the RBI, as amended, modified, and restated from time to time”. An alternate view may be adopted that with the quashing of the Revised Circular 2018, there exits no rules/ regulations of the RBI, which pertain to or deal with the resolution of stressed assets
- Thus, Framework Agreement was governed by the CDR Circular 2015 and IRAC Circular 2015, which as explained above, did not provide for recompense.
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1 (D)
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Note no 62(i) of the consolidated financial statements regarding the Company has recognized Minimum Alternate Tax (MAT) Credit Entitlement aggregating to Rs. 26,596 Lacs as at March 31, 2026 (including MAT credit recognition of Rs. 14,078 lacs of current year) for the reasons as stated in the said note, the Company has elected to continue under the regular / old tax regime for current financial year and onwards.
Had the Company complied with the recognition requirements of Ind AS 12 - Income Taxes, the MAT Credit Entitlement of Rs. 26,596 lacs would not have been recognised, and consequently, Tax Expense for the year would have been higher, and Retained Earnings as at 31 March 2026 and the Net Profit After Tax for the year ended 31 March 2026 would have been lower by Rs. 26,596 lacs.
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Management is in the process of assessing/reassessing the Company's long-term business projections in light of recent developments in the energy generation sector, the long-term business plans and changes in the level of a promoter group Company, credits, other factors and the statutory 15-year window available for utilisation of MAT credits, the Management has decided and recognised and continues to carry forward MAT Credit Entitlement amounting to Rs. 26,596 lacs as at 31 March 2026.
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Matters stated in para (A) and (B) above had also been qualified in our audit report on the consolidated financial statements for the year ended 31st March, 2025 and limited review report for the corresponding quarter and matters (A) to (C) above had also been qualified in our review report on the consolidated financial results previous quarter ended 31st December, 2025.
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Considering the above stated reasons, the Management is confident about recoverability and that the recognition and continued carrying value of the MAT Credit Entitlement is appropriate and is in compliance with the recognition principles. Accordingly, the Company has continued to recognise Deferred Tax Assets / Liability using the tax rates applicable under the old regime.
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The Emphasis of matters in the Consolidated Annual Audited Financial Statement and management reply thereto was as under:-
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Auditors Emphasis on matters
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Management’s Reply
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a)
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Attention is invited to note no. 43(h) of audited consolidated financial statements regarding dues of Rs. 47,148 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. 39,183 lakhs (including carrying cost of Rs. 18,287 lakhs) up to 31st March, 2026. 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 consolidated financial statements) and the amount deducted / retained by UPPCL of amounting to Rs. 39,183 lakhs is shown as recoverable and considered good by the management.
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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. 47,148 lakhs including carrying cost, as mentioned above as Company believes that it has credible case in its favour.
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b)
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As stated in note no. 46 (i) of the audited consolidated financial statements for the year ended 31st March, 2026, 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 (31st March, 2025 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, 2025 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.
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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.
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c)
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As stated in note no. 57(a)(i) & 57(c) of the audited consolidated financial statements for the year ended 31st March, 2026 regarding pending confirmations/reconciliation of balances of certain secured [including interest recompense, note no 43 (g) of the audited consolidated financial statements for the year ended 31st March, 2025] and unsecured borrowing, trade receivables and trade payables (including MSME parties, CHAs and of Subcontractor [read with note no. 49 of the audited consolidated financial statements]) and others current financial liabilities (including capital order processing and 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 stated note, internal control is being strengthened through process automation (including for as stated in note no. 57(b) of the audited consolidated financial statements for the year ended 31st March, 2026 regarding of fuel procurement and consumption accounting 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.
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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.
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d)
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(i) note no. 49(b) [read with note no. 49(a)] of the consolidated financial statements regarding show cause/demand notices served by DMG of Rs. 8,55,704 lakhs to the Company for recovery against alleged illegal extraction and sale of sand as stated in the said note (and also FIRs with police has been filed by the DMG against the officials of the Company and the Company). As stated in the said note, sand mining Contracts were carried out by Sub-contractor 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 said note against the demand notices of DMG of Rs. 2,21,654 lakhs the Hon'ble High Court of Andhra Pradesh has granted stay and for/ against the show cause notices the Company has submitted its reply with DMG. As stated in the said note and the reasons as explained by the management, the demands of DMG for alleged extraction and sale of sand are without any cogent basis. Further the Company has been legally advised and in view/opinion of the management, it has creditable case, as stated in the said note, in its favour. Further as stated in note no. 49(b) in the opinion of the management there is no need to make any provision against stated demands of DMG and there will be no impact on the state of affairs of the Company on final decision. Further, Board has also noted that above demand(s) of DMG for alleged extraction and sale of sand are without any cogent basis and considering the fact that stated contracts were carried out by sub-contractor on back to back basis; hence there is no need for any amount to be provided for in this regard.
(ii) As stated in note no. 49(b)(ii) of the consolidated financial statements read with note no. 49(a), balance of sub-contractor is subject to confirmation and reconciliation as on 31st March, 2026. Further, as stated in the said note [49(b)(ii] purchases, sale and inventory were accounted for based on details/statement as made available by the subcontractor. As stated in the note, management believes that there will be no impact of above stated demands on the profit for the period and state of affairs of the Company, on final reconciliation/ confirmation.
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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.
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e)
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As stated in note no. 45 of the 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) for the reasons stated in the said note; and also for non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (as updated) read with SEBI Circular No. CIR/ CFO /POLICY CELL/7/2014 dated September 15, 2014 (as amended) (circular on related party transactions).
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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 202122. 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 and profit for the quarter/year ended 31st March, 2026 and on the state of the affairs.
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.
The matter is still sub-judice with Hon'ble SAT.
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f)
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As stated in note no. 57(e) of the consolidated financial statements, Hon'ble Delhi High Court has ordered the Company to deposit Rs. 24,909 lakhs in respect of dispute with a party a party as stated in the said note. As stated in the note no. 59(e) the Arbitral Tribunal ordered awards against the Company. As stated in the said note, the management believes that against the dispute no additional amount is required to be provided for as carry over provision in books against the due liability has been reasonably assessed.
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In regard to Arbitration case of BHEL vs. JPVL. Company has made a deposit of a sum of Rs. 24,909 lakhs in respect of dispute pursuant to an order of Hon'ble Delhi High under protest.
Management believes that against the dispute no additional amount is required to be provided for as carry over provision in books against the due liability has been reasonably assessed.
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Auditor's opinion is not modified in respect of above stated matters in para (a) to (f).
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g)
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Uncertainty on the going concern - of Subsidiary Companies: (i) Jaypee Arunachal Power Limited:
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(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.
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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/results 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 [read with Note no. 64(a) of the audited consolidated financial statements for the year ended 31st March, 2026].
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(ii) Jaypee Meahalava Power Limited: Javoee:
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(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) Financial statement of SPGCL have been prepared by the management of SPGCL as going concern basis on account of continuing support from holding company.
(iv) Financial statement of BMSL have been prepared by the management of BMSL as going concern basis on account of continuing support from holding company
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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 in their audit report. The auditors has not modified the conclusion in their audit report. However, the financial statements/results of the JMPL have been prepared by the management on a going concern basis [read Note no. 64(b) of the audited consolidated financial statements for the year ended 31st March, 2026].
(iii) Sangam Power Generation Company Limited Sangam:
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, 2026 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 in their audit report. The auditors has not modified the conclusion in their audit report. However, the financial statements/results have been prepared on going concern basis [read with Note no. 64(d) of the audited consolidated financial statements for the year ended 31st March, 2026].
(iv) Bina Mines and Supply Limited:
Bina Mines and Supply Limited (BMSL) (where Holding Company investment of Rs. 990 lakhs) is having accumulated losses and its net worth has been significantly eroded as on 31st March, 2026 and is not having any operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the BMSL's ability to continue as a going concern on which auditors of BMSL has drawn attention in their audit report. The auditors has not modified the conclusion in their audit report on this matter. However, the financial statements/results of the BMSL have been prepared by the management on a going concern basis
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Auditor's opinion is not modified in respect of above stated matters in g (i) to (iv).
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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, an application has been filed before the Hon'ble National Company Law Tribunal (NCLT) Allahabad Bench at Prayagraj (Allahabad) for the initiation of Corporate Insolvency Resolution Process (CIRP) under the provisions of section 7 of the Insolvency and Bankruptcy Code, 2016, against the Company by National Asset Reconstruction Company Limited, Trustee of NARCL Trust, through its Power of Attorney Holder, India Debt Resolution Company Limited, alleging a default for corporate guarantee extended by the Company to M/s Jaiprkash Associates Limited (Under IBC). The matter is yet to be heard by Hon'ble NCLT A similar matter is also pending before Hon'ble DRT-III, Delhi. The Company is in process of contesting the said claims and considers the same to be not maintainable.
18. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF 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 one time settlement 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 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. The matter is still pending with Hon'ble SEBI Appellate Tribunal (SAT)
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/2026/06/MGT-7-of-2026.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 constitution of Risk Management Committee is applicable to the Company which falls within 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 www.jppowerventures. com.
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 Five Hundred (500) listed entities based on market capitalization as on 31st March, 2026, as such, a Business Responsibility and Sustainability Report (BRSR) together with reasonable assurance report provided by KSVAMRIT Social Asia, (ICSI-ISA/SIAE-001/2024-25) Head Office: 970, First Floor, Sector 21D, Faridabad - 121001, Haryana, India is annexed with this 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 www.jppowerventures.com. 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:
(i) 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. The Hon'ble National Company Law Tribunal, Allahabad Bench, has pronounced an order dated 17th March, 2026 approving the resolution plan submitted by M/s Adani Enterprises Ltd. (the successful Resolution Applicant) with respect to the insolvency process of Jaiprakash Associates Limited (the Promoter Company).
Further developments in regard 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.
(ii) Shri Manoj Gaur, Non-Executive Director and Chairman of the Company, is presently under judicial custody pursuant to action taken by the Enforcement Directorate in connection with investigations involving Jaypee Infratech Ltd. and Jaiprakash Associates Ltd. under the Prevention of Money Laundering Act (PMLA). The said investigation does not have any impact on the operations or financial position of the Company.
(iii) The BSE and NSE have imposed fines of Rs. 25,960 (including GST) each for the quarter ended March 2025, and Rs. 63,720 (including GST) each for the quarter ended June 2025, for alleged non-compliance with Regulation 17(1A) of the SEBI (LODR) Regulations, 2015. This pertains to the appointment of Prof. S. C. Saxena as an Independent Director, who is over 75 years of age. The Company has paid the fines to both exchanges; however, it believes there was no non-compliance, as the requirement for prior approval applies in case of continuing NED and that the fine levied by the Exchanges was not appropriate.
(iv) An application has been filed before the Hon'ble National Company Law Tribunal (NCLT) Allahabad Bench at Prayagraj (Allahabad) for the initiation of Corporate Insolvency Resolution Process (CIRP) under the provisions of section 7 of the Insolvency and Bankruptcy Code, 2016, against the Company by National Asset Reconstruction Company Limited,
Trustee of NARCL Trust, through its Power of Attorney Holder, India Debt Resolution Company Limited, alleging a default for corporate guarantee extended by the Company to M/s Jaiprkash Associates Limited (Under IBC). A similar matter is also pending before Hon'ble DRT-III, Delhi The Company is in process of contesting the said claims and considers the same to be not maintainable.
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
As already reported, the Board has, pursuant to the provisions of Company has in terms of 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 this 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.
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