Jaiprakash Power Ventures Ltd

To,

The Members

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

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Crore)

2. COMPANY'S PLANTS AND OPERATIONS

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

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

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

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

(iv) Cement Grinding facility at Nigrie called Jaypee Nigrie

Cement Grinding Unit with an installed capacity of 2 MTPA.

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

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

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

2.1 400 MW Jaypee Vishnuprayag Hydro Electric Power Plant

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

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

2.2 500 MW Jaypee Bina Thermal Power Plant

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

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

MPPMCL has been giving restricted schedule to BINA

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

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

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

2.3 1320 MW Jaypee Nigrie Supercritical Thermal Power Plant 1320 MW (2x660 MW) Coal based Jaypee Nigrie Supercritical Thermal Power Plant is located in Nigrie village, Tehsil Sarai in Singrauli district of Madhya Pradesh.

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

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

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

2.4 Coal Mining Operations

(i) Amelia (North) Coal Mine

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

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

(ii) Bandha North Coal Mine

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

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

2.5 Jaypee Nigrie Cement Grinding Unit at Nigrie (CGU)

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

The Company is still exploring the ways to exit the noncore activity of Cement Grinding.

3. OPERATIONS

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

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

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

4. DIVIDEND

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

5 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

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

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

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

(a) 0.01% Cumulative Compulsory Convertible

Preference Shares (CCCPs) aggregating to

Rs.3805.53 crore to lenders;

(b) 9.5% Cumulative Redeemable Preference

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

(c) 9.5% Cumulative Redeemable Preference

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

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

o Sweat equity shares

o Equity shares under Employees Stock Option

Scheme

7. DEPOSITS

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

8. HOLDING & SUBSIDIARIES

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

i) Jaypee Arunachal Power Limited;

ii) Sangam Power Generation Company Limited;

iii) Jaypee Meghalaya Power Limited;

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

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

8.1 Jaypee Arunachal Power Limited

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

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

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

2. Hirong HEP (500MW) to NEEPCO

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

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

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

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

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

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

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

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

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

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

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

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

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

8.3 Jaypee Meghalaya Power Limited

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

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

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

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

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

8.4 Bina Mines and Supply Limited

Company has extended its business in Aviation and purchased an Augusta AW 109-E Helicopter from M/s. Himalayaputra Aviation Limited, New Delhi.

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

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

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

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

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

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

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

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

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

9. REPORT ON PERFORMANCE OF SUBSIDIARIES

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

The Policy on Material Subsidiaries, as approved by the

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

10. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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

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

10.1 Changes in the Board

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

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

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

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

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

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

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

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

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

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

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

10.2 Key Managerial Personnel

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

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

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

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

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

10.3 Number of meetings of the Board of Directors

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

10.4 Statement on declaration given by Independent Directors

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

10.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 01.04.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Policy was again reviewed on 1st May, 2025. The Nomination and Remuneration Policy is available on our website at www. jppowerventures.com.

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

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

(ii) A meeting of Independent Directors was held on 10th March, 2025 without the attendance of 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 Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 1st May, 2025 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors). The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, as per the said Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

12. AUDITORS

12.1 Statutory Auditors

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

12.2 Cost Auditors

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

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

12.3 Secretarial Auditor

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

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

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

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

In compliance with the Regulation 24 A of SEBI (LODR) Regulations, 2015 and Section 204 of Companies Act, 2013, the Board of Directors, on the recommendations of the Audit Committee, at their meeting held on 1st May, 2025, approved the appointment of M/s. VLA & Associates, Practicing Company Secretary (CP No. 7622) as Secretarial Auditor of the Company to hold office from Financial Year 2025-26 till 2029-30, at such remuneration as may be decided by the Board.

13. AUDITORS' REPORT

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

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

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

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

14. DETAILS OF FRAUD REPORTABLE BY AUDITOR.

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

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

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

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

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

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

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

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

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

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

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

21. EXTRACT OF ANNUAL RETURN

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

22. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

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

23. COMPLIANCE WITH SECRETARIAL STANDARDS

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

24. RISK MANAGEMENT

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

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

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

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

26. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

28. MATERIAL CHANGES AND COMMITMENTS

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

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

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

29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

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

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

31. INTERNAL FINANCIAL CONTROLS

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

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

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

33. ACKNOWLEDGEMENTS

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