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You can view full text of the latest Director's Report for the company.

BSE: 532532ISIN: INE455F01025INDUSTRY: Construction, Contracting & Engineering

BSE   ` 3.93   Open: 3.84   Today's Range 3.82
3.93
+0.18 (+ 4.58 %) Prev Close: 3.75 52 Week Range 2.64
7.69
Year End :2025-03 

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

Corporate Insolvency Resolution Process (CIRP) of the
Company

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

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

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

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

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

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

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

1.0 WORKING RESULTS

The working results of the Company for the year under

report are as under

(Rs. in Crores)

Financial year ended

31.03.2025

31.03.2024

Gross Total Revenue

3406.89

3753.39

Profit before Interest,
Depreciation & Tax (PBDIT)

279.26

498.84

Less: Finance Costs

972.73

912.90

Less : Depreciation

449.25

236.56

Profit/(Loss) before
Exceptional items & Tax

(-)1142.72

(-)650.62

Exceptional Items - Gain/ (Loss)

(-)3787.01

(-)668.98

Profit/(Loss) before Tax

(-)4929.73

(-)1319.60

Provision for Tax (including
Deferred Tax)

3.63

20.23

Profit/(Loss) from continuing
operations after Tax (Net Profit)

(-)4933.36

(-)1339.93

Profit/(Loss) from discontinued
operations after Tax (Net Profit)

-

(-)196.33

Other Comprehensive Income

15.87

(-)2.27

Total Comprehensive Income

(-)4917.49

(-)1538.53

Basic Earnings Per Share
[FaceValue Rs.2/- per share]
in Rupees

(-)20.10

(-)6.26

Diluted Earnings Per Share
[Face Value Rs. 2/- Per Share]
in Rupees

(-)20.10

(-)6.26

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

2.0 PAST DISINVESTMENT INITIATIVES BY THE
COMPANY

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

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

S.

No.

Transaction

Enterprise
value (Rs.
in crore)

Date of
divestment

1.

Sale of 4.80 MTPA Cement
Plants in Gujarat demerged by
Jaypee Cement Corporation
Limited (JCCL) (a wholly
owned subsidiary)

3,800.00

12th June
2014

2.

Sale of entire 74% stake
in Bokaro Jaypee Cement
Limited (a subsidiary), having
2.10 MTPA cement grinding
plant

667.57

29th

November

2014

S.

No.

Transaction

Enterprise
value (Rs.
in crore)

Date of
divestment

3.

Sale of 1.5 MTPA Cement
Grinding Unit of Company in
Panipat, Haryana

358.22

27th April
2015

4.

Sale of 1091 MW HEP at
Karcham & 300 MW HEP at
Baspa-II, Himachal Pradesh
by Jaiprakash Power
Ventures Limited (JPVL) (then
Subsidiary, now Associate of
the Company)

9,700

8th

September

2015

5.

Sale of 49 MW Wind Power
Plants of the Company (40.25
MW in Maharashtra & 8.75 MW
in Gujarat)

161.00

30th

September

2015

6.

Sale of 17.2 MTPA identified
Cement Plants (including
captive power plants) in
Uttar Pradesh, Madhya
Pradesh, Himachal Pradesh,
Uttarakhand & Andhra
Pradesh (which includes 5.0
MTPA cement plant of JCCL)

16,189.00

29th June
2017

TOTAL

30,875.79

3.0 DIVIDEND

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

4.0 FOREIGN CURRENCY BONDS

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

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

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

Both Series A and Series B Bonds (both listed on the
Singapore Stock Exchange) became due for redemption on
30th September, 2021 & 30th September, 2020 respectively.
However, among others, the factors like surmounting financial
obligations, non availability of working capital for operations,
reduced margin in cement business due to pressure on
cement prices, economic downturn, the overarching impact
of CoVID-19 pandemic etc. resulted in cash flow mismatch
due to which the Company was not in a position to redeem
the Bonds and the Convertible Bonds could not be converted
into Equity shares since the market price was well below Rs.

10 prior to September 2021. Hence, the Company initiated
discussions with certain Bondholders in the last quarter of
the year 2023 for amending the conditions provided in the
Trust Deed dated 28th November, 2017 governing the Bonds
issuance. Pursuant to such discussions, the Company has
executed a non-binding term sheet and related accession
agreements (“Term Sheet”) in February 2024 with (i) approx.
93.99% of holders (by principal value outstanding) of the
Series A Bonds and (ii) approx. 91.67% of holders (by principal
value outstanding) of the Series B Bonds, with an aggregate of
92.57% of the collective holders of the Series A Bonds and the
Series B Bonds for restructuring of the Bonds.

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

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

In terms of the Scheme, the Company issued and allotted
1.25 Crores Equity Shares of Rs.2 each @ Rs. 60 per share
(including premium of Rs. 58 per share) to the said Trust

on 14th December 2009. The said Trust was also allotted

62,50,000 Equity Shares as Bonus Shares on its holding,
in terms of the Bonus Issue made by the Company on 19th
December 2009.

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

Particulars

No. of
Eligible
Employees

No. of original
Shares
(excluding
Bonus)

No. of
Bonus
Shares

Total no.
of shares
(including
Bonus)

Total Shares available
under ESPS Scheme

12,500,000

6,250,000

18,750,000

Transferred/ allocated
during 2010-11

8,032

11,263,706

5,631,852

16,895,558

Transferred/ allocated
during 2011-12

4

3550

1775

5,325

Transferred/ allocated
during 2012-13 to
2024-25

Balance shares as
on 31.03.2025

1,232,744

616,373

1,849,117

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

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

It is confirmed that:

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

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

6.0 OPERATIONS OF THE COMPANY

6.1 ENGINEERING DIVISION

6.1.1 Works in Progress

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

Sl.

No.

Name of Work/Project
under execution

Location of
Work/Project

Contract Price
(Base Value)
(Rs. in crores)

Nature of
Work/ Project

Value of work
completed (excluding
escalation and
extra items) as on
31.03.2025
(Rs. in crores)

Works pertaining to :

1.

Turnkey execution of Srisailam Left Bank
Canal Tunnel Scheme including Head
Regulator etc. of Alimineti Madhava Reddy
Project.

Telangana

State

2452.34

(Revised)

Irrigation

Tunnels

1902.09

2.

Construction of Diversion Tunnel, Dam,
Intake and Desilting Arrangement
including Hydro-mechanical Works and
Highway Tunnel (Contract Package C-1) of
Punatsanchhu - II Hydroelectric Project.

Bhutan

1224 (Original)
1,519.02
(Estimated)

Hydro Power
Generation
(1020 MW)

1517.08

Sl.

No.

Name of Work/Project
under execution

Location of
Work/Project

Contract Price
(Base Value)
(Rs. in crores)

Nature of
Work/ Project

Value of work
completed (excluding
escalation and
extra items) as on
31.03.2025
(Rs. in crores)

3.

Construction of Head Race Tunnel (from
Surge Shaft end), Surge Shaft, Butterfly
Valve Chamber, Pressure Shafts, Power
House and Tail Race Tunnel including Hydro¬
Mechanical Works (Contract Package C-3)
of Punatsanchhu - II Hydroelectric Project.

Bhutan

856 (Original)
1046.53
(Estimated)

Hydro Power
Generation
(1020 MW)

1061.25

4.

4-laning of Varanasi - Gorakhpur section of
NH-29 from km 88.000 (Design chainage
84.160) to km 148.000 (Design chainage
149.540) [Package-III Birnon village to
Amilla village] under NHDP Phase-IV in the
state of Uttar Pradesh

Uttar Pradesh

840

Highway

Project

810.00

5.

4- laning of Varanasi Gorakhpur section of
NH-29 from km 148.000 (Design chainage
149.540) to km 208.300 (Design chainage
215.160) [Package-IV Amilla Village to
Gorakhpur] under NHDP Phase-IV on EPC
mode in the State of Uttar Pradesh

Uttar Pradesh

1030

Highway

Project

1002.40

6.

Palamuru Rangareddy Lift Irrigation
Scheme- PRLIS- (Package No.4)-Earth
work Excavation & Construction of Twin
Tunnel in between Anjanagiri Reservoir at
Narlapur(V) and Veeranjaneya Reservoir at
Yedula(V) from Km 8.325 to Km 23.325 in
Mahabubnagar District (Work awarded to
JAL - VARKS - NECL JV with JAL as Lead
Partner)

Telangana

State

872.14 (after
embedded
taxes) (Revised
Estimate)
(JAL's share)
Escalation [Total
Contract Value
1646.16 (original)
1849.86 (Revised
Estimate)]

Irrigation

Tunnels

831.48 (JAL's share)

7.

Construction of Dam, Diversion Tunnel,
Intake, Intake Tunnels, Head Race Tunnel
(from RD 0.00 to RD 3100.35), Adit - 1 and
Diversion Tunnel Gates (Contract Package
C-1) of Arun-3 Hydroelectric Project in
Nepal.

Nepal

NP Rs. 509.1901
crore plus INR
803.4669 crore
(Equivalent INR
1121.71)

Hydro Power
Generation
(900 MW)

863.36

8.

Execution of Naigarhi Micro Irrigation Project
(Part-I) on Turnkey basis in Madhya Pradesh

Madhya

Pradesh

350

Micro Irrigation

309.02

9.

Execution of Naigarh Micro Irrigation
Project (Part-II) on Turnkey basis in Madhya
Pradesh

Madhya

Pradesh

327

Micro Irrigation

234.13

10.

Execution of Ram Nagar Micro Irrigation
Project on Turnkey basis in Madhya Pradesh

Madhya

Pradesh

306

Micro Irrigation

266.85

11

Execution of Civil and Hydro-mechanical
Works (Lot-1) of Rahughat Hydroelectric
Project in Nepal

Nepal

USD 35.999
million plus NP
Rs. 217.3368
crore (Equivalent
INR 376.64)

Hydro Power
Generation (40
MW)

315.14

12.

Construction of Civil Works for Barrage,
Intake, Desilting tank, HRT, Surge Shaft,
Power House, Tail Race Tunnel and adits
etc. of Naitwar Mori Hydroelectric Project
located in Distt. Uttarkashi in Uttarakhand

Uttarakhand

530 (Estimated)

Hydro Power
Generation (60
MW)

524.88

Sl.

No.

Name of Work/Project
under execution

Location of
Work/Project

Contract Price
(Base Value)
(Rs. in crores)

Nature of
Work/ Project

Value of work
completed (excluding
escalation and
extra items) as on
31.03.2025
(Rs. in crores)

13.

Construction of Civil Works comprising of
part Head Race Tunnels, Adits, Surge Shafts,
Pressure Shaft, Valve House, Underground
Power House, MIV Cavern, Transformer
Cavern, Adits and Access Tunnels, Tail Race
Tunnels, TRT Outlet Structure and Pothead
Yard etc. of Pakal Dul Hydroelectric Project,
J& K (Work awarded to Afcons - JAL Joint
Venture)

Jammu &
Kashmir

1051 (JAL's
Share - 30% of
Contract Price)

Power
Generation
(1000 MW)

465.53 (Total)

14.

Construction of Diversion Tunnel (along with
HM works), Concrete Face Rockfill Dam
(CFRD), Surface & Tunnel Spillway, Intake
Structure, Two nos. part Head Race Tunnel
and Allied Structures

Jammu &
Kashmir

2853.01

Power
Generation
(1000 MW)

1077.37

15.

Five (5) years contract for Operation
and Maintenance (O&M) of all Hydro
Mechanical, Electrical Equipments and Civil
work of Sardar Sarovar Dam for the years
2022 - 2027

Gujarat

52.55

Operation and
Maintenance

29.70

16.

Construction of Balance Civil Works
Package: Lot-I for Barrage, Desilting Basins,
SFT, Intake Structure, Part of HRT-I & HRT-
II and other associated Structures etc. of
Teesta-Vl HE Project, Sikkim.

Sikkim

1752.26 Original
1880.14 Revised

Hydro Power
Generation
(500 MW)

1212.87

17

Construction of River Diversion Works,
Dam, Intake, Desilting Arrangement and
HRT from RD 0.00 m to RD 2,303.00 m
including Construction of Adit-I for 600 MW
Kholongchhu Hydro-electric Project (KC-1)
located in Trashiyangtse, Bhutan.

Bhutan

972.00

Hydro Power
Generation
(600 MW)

Work yet to start

18.

Construction of Head Race Tunnel from RD
14,091.07 m to RD 15,762.80 m including
Construction Adit VI, Surge Shaft, Butterfly
Valve Chamber, Pressure Shafts, Power
House Complex and Tail Race Tunnel (KC-
3) for 600 MW Kholongchhu Hydro - electric
Project located in Trashiyangtse, Bhutan.

Bhutan

621.00
(JAL Share
499.93

Hydro Power
Generation
(600 MW)

3.73

19.

Restoration of Civil Works for Dam, Desilting
Chamber, Silt Flusing Tunnel and part HRT
(up to Adit-I of HRT) of Teesta-V Power
Station, Sikkim

Sikkim

53.35

Repair &
Restoration of
Hydro plant
components

68.75

20.

Restoration of Damaged HM Components
at Teesta-V Power Station, 510 MW (3 x
170MW), located in East Sikkim District of
Sikkim State

Sikkim

INR 106.71 crore
plus EURO
11.171 Lakhs

Repair &
Restoration of
Hydro plant
components

73.14

Sl.

No.

Name of Work/Project
under execution

Location of
Work/Project

Contract Price
(Base Value)
(Rs. in crores)

Nature of
Work/ Project

Value of work
completed (excluding
escalation and
extra items) as on
31.03.2025
(Rs. in crores)

21.

Civil works for Package Package-3, Civil
works for Repair and Restoration of Concrete
Dam & appurtenant structure, Power Intake,
Desilting Chambers, Branch HRT, GOC,
Gate Shafts and Part HRT etc. upto Adit 1 of
Teesta-V Power Station, Sikkim

Sikkim

65.00

Repair &
Restoration of
Hydro plant
components

21.83

22.

Package-V, Civil works for Repair and
Restoration work in HRT from Adit-3
downstream to Adit-5, Surge Shaft, Tail
Race Tunnel area etc. of Teesta-V Power
Station, Sikkim

Sikkim

24.90

Repair &
Restoration of
Hydro plant
components

29.31

Projects being Executed by Jaiprakash - Gayatri Joint Venture

Sl.

No.

Name of Work/Project
under execution

Location of
Work/Project

Contract Price
(Base Value)
(Rs. in crores)

Nature of
Work/ Project

Value of work completed
(including escalation
and extra items) as on
31.03.2024
(Rs. in crores)

1.

Polavaram Project Right Main
Canal Package No. - PPRMC 4

Andhra Pradesh

301.30

(JAL's Share - 51%)

Irrigation

Canal

347.82

2.

Veligonda Feeder and Teegaleru
Canal Project- (Package-2)

Andhra Pradesh

392.58

(Revised) (JAL's
Share - 51%)

Irrigation

Canal

335.41

6.1.2 The Company has been awarded the following

Works:

(i) Construction of River Diversion Works, Dam,
Intake, Desilting Arrangement and HRT from RD

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

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

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

Rs. 53.35 crore. The work is under progress.

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

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

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

6.2.1 Capacity as on 31st March, 2025

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

PLANT

OPERATING

CEMENT

CAPACITY

CAPTIVE

THERMAL

POWER

MTPA

MW

CENTRAL ZONE

(Jaypee Rewa Plant, Jaypee
Cement Blending Unit)

1.65

62

UP ZONE

Chunar Cement Factory

2.50

37

Churk Grinding Unit

1.00

180

TOTAL

5.15

279

SUBSIDIARIES & ASSOCIATE COMPANIES:

PLANT

OPERATING

CEMENT

CAPACITY

CAPTIVE

THERMAL

POWER

MTPA

MW

Jaypee Cement Corporation
Limited
(Subsidiary) - South
Zone-Jaypee Shahabad
Cement Plant

1.20

60

Bhilai Jaypee Cement Limited
(Subsidiary) - Plants in Satna
& Bhilai

2.20

-

Jaiprakash Power Ventures
Limited
(Associate) - Jaypee
Nigrie Cement Grinding Unit

2.00

-

TOTAL (Subsidiaries &
Associates at present)

5.40

60

GRAND TOTAL AT PRESENT
(JAL, JCCL, BJCL & JPVL)

10.55

339

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

6.2.2 Operations

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

PARTICULARS

2024-25

(MT)

2023-24

(MT)

Cement Production (MT)

350,027

1,477,447

Clinker Production (MT)

219,946

1,113,368

Cement and Clinker Sale (MT)
(including Self-Consumption)

494,360

1,523,155

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

Sl

No.

Plants

Lime

stone

Crushing

Raw meal
Grinding

Clinker

Production

Cement

Grinding

Cement
Despatch
including
clinker sale

(MT)

(MT)

(MT)

(MT)

(MT)

1

Jaypee Rewa
Plant, Rewa (MP)

330,564

325,882

219,946

169,469

274,035

2

Jaypee Cement
Blending Unit,
Sadva Khurd (UP)

3

Chunar Cement
Grinding Unit,
Chunar (UP)

180,558

220,325

4

Jaypee Churk
Grinding Unit

TOTAL

330,564

325,882

219,946

350,027

494,360

6.3 HOTELS DIVISION

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

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

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

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

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

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

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

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

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

Jaypee Greens Wish Town Noida - An Integrated
Township.

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

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

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

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

Jaypee Group, with the support of UPRERA has restarted
its two stalled projects Kalypso Court & Knights Court,
becoming the first company in the country to complete
the project on Joint basis with the customers, under the
supervision of UPRERA. The customers joined hands with

the promoter to jointly fund the project by contributing
their balance payments so as to complete the pending
balance finishing works in 12 Towers which include 4
towers of Project Kalypso Court & 8 towers of Knights
Court.

Jaypee Greens Sports City

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

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

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

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

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

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

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

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

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

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

7.0 OTHER INITIATIVES

7.1 DEVELOPMENT OF COAL BLOCKS

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

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

Type of Mine

Name of Mine

Status

Open Cast

(O/C)

Amelia (North)
(JPVL)

• The mining activities in Amelia (North) coal mine were started on 26.05.2015.

• During the FY 2022-23 JPVL applied for expansion of production capacity from
2.8 MTPA to 3.36 MTPA. Further it applied for expansion from 3.36 MTPA to 3.92
MTPA in the FY 2023-24.

• After obtaining the Environmental Clearance, JPVL achieved peak rated capacity
of 3.92 MT during the year 2023-24 and similarly in financial year 2024-25.

Under Ground

(U/G)

Bandha North
(JPVL)

• The Coal Block Development and Production Agreement has been signed on
17th October 2022 and allocation order has been issued on 12th December 2022.

• Since the coal block was partially explored, detailed exploration was carried out.
Draft Geological Report has been submitted to Ministry of Coal for approval.

Under Ground

(U/G)

Mandla North
(JAL)

• Termination letter of Coal Mine Development and Production Agreement and
Vesting Order has been received on 12.03.2018 and 21.03.2018.

• A writ Petition has been filed in Allahabad High Court on 27.03.2018

• The Hon'ble High Court of Allahabad saw merit in the points brought out by JAL
and directed that no coercive action be taken against the petitioner

• The coal block has now been allocated to M/s Dalmia Cement (Bharat) Limited.

• The court proceedings are under way and judgment is awaited.

Under Ground

(U/G)

Mandla South
(JCCL)

• Arising out of process of sale of all End Use Plants with M/s Ultratech, Termination
letter of Coal Mine Development and Production Agreement and Vesting Order
has been received on 06.03.2018.

• A writ Petition has been filed in Allahabad High Court on 19.03.2018.
The Hon'ble High Court of Allahabad saw merit in the points brought out by JCCL
and directed that no coercive action be taken against the petitioner

• The coal block had been put on auction but not yet allotted.

• The court proceedings are under way and judgment is awaited.

Type of Mine

Name of Mine

Status

O/C and U/G

Majra (JCCL)

• Arising out of process of sale of all End Use Plants to M/s Ultratech, Nominated
authority issued termination of the block.

• A writ Petition had been filed in Allahabad High Court on 04.08.2018 with prayer
for quashing the Impugned letter and provide relief.

• The Hon'ble High Court of Allahabad ordered that our case was disposed of and
all contentions of the parties on merits are kept open.

• A dispute has been raised in the court of Special Tribunal at Nagpur on 17.10.2018.

• The tribunal proceedings are under way and judgment is awaited.

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

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

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

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

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

MCC approached Hon'ble High Court against the
orders of Ld. ADJ, Hon'ble High Court, persuaded both

sides for a consent order to refer the matter to Arbitrator
to be appointed by Hon'ble High Court. Accordingly,
Arbitral Tribunal of Sole Arbitrator has been constituted
who has commenced the Arbitration proceedings. The
earlier matter of Arbitration in respect of Tipping Fee has
also been referred to the same Arbitral Tribunal.

The Company's application before Ld. ADJ for contempt
has been admitted for further trial.

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

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

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

1. Bhilai Jaypee Cement Limited (Under CIRP)

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited (Under CIRP)

4. Jaypee Assam Cement Limited

5. Jaypee Ganga Infrastructure Corporation Limited

6. Himalyan Expressway Limited

7. Jaypee Agra Vikas Limited

8. Jaypee Infrastructure Development Limited

9. Jaypee Cement Hockey (India) Limited

10. Jaypee Fertilizers & Industries Limited

11. Jaypee Uttar Bharat Vikas Private Limited

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

13. Himalyaputra Aviation Limited

14. Jaiprakash Agri Intiatives Company Limited

15. Yamuna Expressway Tolling Limited

16. East India Energy Private Limited

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

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH,
2025

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

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

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

3. MP Jaypee Coal Limited, (49.00%)

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

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

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

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

1. Jaypee Arunachal Power Limited

2. Sangam Power Generation Company Limited

3. Jaypee Meghalaya Power Limited

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

Note- A: Prayagraj Power Generation Company Limited

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

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

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

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

The consolidated financial statements of the Company &

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

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

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

10.0 OUTLOOK

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

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

11.0 DIRECTORATE

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

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

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

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

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

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

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

(iv) Re-appointment of Shri Naveen Kumar Singh as
Whole-time Director w.e.f 30th September 2024
Shri Naveen Kumar Singh was re-appointed as the
Whole-time Director of the Company for one year
from 30th September, 2024 to 29th September, 2025,

pursuant to the resolution passed by the Nomination
& Remuneration Committee (NRC) on 11th May, 2024;
resolution passed by the Board of Directors on 11th
May, 2024 and an Ordinary Resolution passed by the
Shareholders on 30th September 2024.

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

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

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

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

11.2 The composition of the Board

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

11.3 Present tenure of Directors

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

S.

No.

Names of
Independent
Directors

DIN

Tenure

From

to

1.

Dr. P .K. Agrawal

08311041

10-02-2022

09-02-2027

2.

Dr. Y. Medury

01752495

10-08-2022

09-08-2027

3.

Shri K. M. Singh

02223301

24-09-2022

23-09-2027

4.

Shri N. K. Grover

08543115

10-08-2022

09-08-2027

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

S.

No.

Names of
Executive
Directors

Designation

DIN

Tenure

1.

Shri Manoj Gaur

Executive Chairman
& CEO

00008480

01.04.2024 to

31.03.2025

2.

Shri Pankaj Gaur

Whole-time Director
(designated as
Managing Director)

00008419

01.07.2024 to

30.06.2025

2.

Shri Naveen
Kumar Singh

Whole-time Director

00215393

30-09-2024 to
29-09-2025

11.4 Non-Executive Non-Independent Director:

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

11.5 Retirement by rotation:

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

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

11.7 Whole-time Key Managerial Personnel:

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

12.0 DEPOSITS

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

13.0 AUDITORS AND AUDITORS’ REPORT

13.1 STATUTORY AUDITORS:

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

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

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

13.2 SECRETARIAL AUDITORS:

M/s VKC & Associates, Practising Company
Secretaries (Firm Registration No. P2018DE077000),

were appointed as Secretarial Auditors of the Company
by the Board of Directors, based on recommendations
of the Audit Committee, as per Section 204 of the
Companies Act, 2013, for the
Financial Year 2024¬
25.
Their Secretarial Audit Report for the financial year
ended 31st March 2025 forms part of this Report.

As per the provisions of Regulation 24A of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report
of Material Unlisted Subsidiary Companies of the

Company viz. Kanpur Fertilizers & Chemicals Limited
and Jaypee Cement Corporation Limited for the
Financial Year ended 31st March, 2025 also form part
of the Annual Report of the Company.

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

13.3 COST AUDITORS:

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

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

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

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

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

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

EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout
the year. The directors of your Company wish to place
on record his sincere appreciation for the employees'
confidence, team spirit & determination in facing the
challenges at all work sites and all offices and also co¬
operating in the smooth conduct of CIRP!

CASES FILED PERTAINING TO SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE
There was no case filed by any woman during the
Calendar year 2024 nor during Calendar year 2025
(till 31st March 2025) pertaining to sexual harassment
of women at work place. The Company has formed
an ‘Internal Complaints Committee' pursuant to the
provisions of ‘The Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal)
Act, 2013' for the purpose of prevention of sexual
harassment of women at workplace. The said
Committee gave its Report which confirms that no
such case has been filed during the above mentioned
periods.

16.0 OTHER REQUIRMENTS OF COMPANIES ACT, 2013

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

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

16.2 THE NUMBER OF MEETINGS OF THE BOARD

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

16.3 DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) the directors selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period;

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

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

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

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

16.4 STATEMENT ON DECLARATIONS GIVEN BY
INDEPENDENT DIRECTORS UNDER SECTION 149

(6) & (7)

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

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

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

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

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

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

16.7 PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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

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

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

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

16.9 STATE OF COMPANY AFFAIRS

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

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

NIL.

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

NIL.

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

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

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

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

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

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

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

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

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

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

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

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

The composition of Committees of the Board is as
under:

1. AUDIT COMMITTEE

1.

Dr. P K. Agrawal

Chairman

2.

Shri N K Grover

Member

3.

Dr. Y Medury

Member

4.

# Ms.Vidya Basarkod

Member

2. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

1.

*Shri Rama Raman

Chairman

2.

Shri Sunil Kumar Sharma

Member

3.

Shri Naveen Kumar Singh

Member

3. NOMINATION & REMUNERATION COMMITTEE

1.

Dr.Y Medury

Chairman

2.

Dr. P K. Agrawal

Member

3.

#Smt. Vidya Basarkod

Member

4. CSR COMMITTEE

1.

*Shri Rama Raman

Chairman

2.

Shri K M Singh

Member

3.

Shri Sunil Kumar Sharma

Member

4.

Shri Pankaj Gaur

Member

5. FINANCE COMMITTEE

1.

Shri Sunil Kumar Sharma

Member

2.

Dr. PK. Agrawal

Member

3.

Shri N K Grover

Member

6. RISK MANAGEMENT COMMITTEE

1.

Shri Manoj Gaur

Chairman

2.

Shri Sunil Kumar Sharma

Member

3.

Shri Pankaj Gaur

Member

4.

*Shri Rama Raman

Member

5

#Smt. Vidya Basarkod

Member

* Resigned w.e.f. 12.03.2025

# Resigned w.e.f. 25.03.2025

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

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

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

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

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

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

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

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

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

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

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

16.19 REPORTING OF FRAUDS BY AUDITORS

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

16.20 VIGIL MECHANISM

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

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

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

The Details are given in Annexure - 7.

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

The Details are given in Annexure- 8.

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

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

16.24 COMPLIANCE OF SECRETARIAL STANDARDS

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

17.0 ACKNOWLEDGEMENT

The Directors of your Company wish to place on
record their appreciation for and gratitude to various
Departments and Undertakings of the Central and State
Governments, the resolution professional, Committee
of Creditors and Banks/Financial Institutions and

valued Clients & Customers of the Company for their
valuable support and co-operation.

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

For Jaiprakash Associates Limited

BHUVAN MADAN

Resolution Professional
Place: Noida Regn. No. IBBI/IPA-001/

Date : 30th June, 2025 IP-P01004/2017-2018/11655