Jaiprakash Associates Ltd

To

The Members,

Your Directors submit their report for the Financial Year ended 31st March 2024.

1.0 WORKING RESULTS

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

(Rs. in Crores)

During the year under report, the gross total revenue of the Company decreased from Rs.4162.49 crores in FY 2022-23 to Rs. 3753.39 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 13.29% of Gross Total Revenue against 15.09% in the year ended 31st March, 2023. There were exceptional items of loss of Rs. 668.98 crores mainly on account of writing off of receivables from Jaypee Infratech Ltd., loss on transfer of equity shares held through trusts and writing off of trade receivables etc.

EFFORTS TO DELEVERAGE COMPANY'S BALANCE SHEET

As already reported, the Company has continuously endeavoured to deleverage its balance sheet by enhancing operational efficiency and divestment of assets for the overall benefit of stakeholders. As the members are aware, in line with restructuring/ reorganization/ realignment of the debt of the Company, a Scheme of Arrangement (SOA) was approved by the Board of Directors, for demerger of Company's real estate undertaking viz. SDZ Real Estate Development Undertaking (SDZ-RE) comprising identified moveable and immoveable assets and liabilities (including estimated debt to the tune of Rs.11,834 crore as on 1st July 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis. The SOA is pending for sanction by Hon'ble National Company Law Tribunal (NCLT), Allahabad. The long stop date of the SOA originally provided upto 31st May 2018 was extended, from time to time and the extension is now valid upto 30th September, 2024.

2.0 PAST DISINVESTMENT INITIATIVES & ONGOING REDUCTION OF DEBT 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 as already reported are once again given below:

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

DEBT RE-ALIGNMENT/ DEBT REDUCTION PLAN

Post divestment of cement plants as mentioned at serial no.6 of item no. 2.0 above, the Company requested its Lenders to realign its debt in line with the cash flow projections. As per the Debt Realignment Plan (DRP), the total debt of the Company and JCCL (wholly owned subsidiary of the Company) was segregated into sustainable debt and unsustainable debt. While sustainable debt of JAL & JCCL is to be retained in the Company (i.e. in JAL), the unsustainable debt would be transferred to a new Real Estate Special Purpose Vehicle (SPV), the details whereof are mentioned below.

As mentioned above, a Scheme of Arrangement (SOA) duly approved by the Board of Directors, Stock Exchanges/SEBI, shareholders, secured and unsecured creditors of the Company by approx 99% by value for demerger of Company's real estate undertaking viz. SDZ Real Estate Development Undertaking (SDZ-RE) comprising identified moveable and immoveable assets and liabilities (including estimated debt to the tune of Rs.11,834 crore as on 1st July 2017 (i.e. the Appointed Date) for transfer to and vesting with the wholly owned subsidiary of the Company, namely, Jaypee Infrastructure Development Limited (JIDL) as a going concern, on a slump exchange basis was filed with Hon'ble National Company Law Tribunal (NCLT), Allahabad, which is pending for sanction. The long stop date of the SOA originally provided upto 31st May 2018 has been extended till 30th September, 2024.

Interest accrued on apportioned debt to be transferred to SDZ- RE i.e. JIDL upon Order of NCLT, Allahabad, with appointed date of 1st July 2017 has been added to the carrying cost of the Inventory/ Projects under Development in respect of SDZ-RE, since the same has to be serviced from the assets/development of assets of the said SDZ-RE.

The DRP was approved by the Independent Evaluation Committee (IEC) on 19th June 2017. Lenders of JAL and JCCL appreciated the steps taken by the Company and approved the DRP under RBI guidelines with requisite majority (more than 90%) in the meeting of Joint Lenders Forum (JLF) held on 22nd June 2017.

The status as on 31st March 2024 of the debt considered under ‘Realignment Plan (initially as on 30th September 2016)' is as under:

(Rs. Crores)

Note: The above is net of Rs.10,189 crore already paid on sale of 17.2 MTPA cement plants to UltraTech Cement Limited as referred to above and excludes debt of Rs.1,000 crore yet to be paid to Lenders through redemption of Redeemable Preference Shares (RPS) Series-A issued by UTCL related to JP Super Cement Plant in U.P. which were not redeemed and the matter is pending before duly Constituted Arbitral Tribunal. Post approval of DRP by all the Lenders, the Master Restructuring Agreement (MRA) dated 31st October 2017 was signed by all the Lenders on various dates, the last being 13th December 2017, for the sustainable debt approved under DRP carrying interest @ 9.5% p.a. (linked with 1 year MCLR with annual reset) and repayable over a period of 7 years to 20 years including moratorium period depending on the nature of loan liability. The restructuring got stalled, inter-alia, due to initiation of CIRP of Company's erstwhile subsidiary, Jaypee Infratech Limited (JIL). The restructuring is still underway and yet to be completed.

In the abovesaid matter of CIRP of JIL, the Company was made to deposit a sum of Rs.750 crores with the Hon'ble Supreme Court of India. The Hon'ble Supreme Court of India vide its Order dated 24th March, 2021 directed that the said sum of Rs.750 crores is the asset of the Company, but before the aforesaid sum is remitted back to the Company, a reconciliation of accounts between JIL and the Company would be necessary which was to be carried out under the supervision of the Principal Bench, NCLT, Delhi. After several hearings before the NCLT, New Delhi, an order dated 7th March, 2023 was passed but due to certain inherent deficiencies in the said order, an appeal was filed before the NCLAT Thereafter NCLAT vide its order dated 28th August 2023 decided that out of the said deposit, JIL shall be given Rs. 649.52 Crore and JAL shall be returned Rs.100.48 Crore along with interest. Out of the accrued amount of the said deposit, a sum of Rs. 314.37 Crores has been paid to JAL during December 2023 and February 2024.

The Directors wish to inform that an application under Section 7 of IBC, 2016 was filed by ICICI Bank Limited (the Lender) against the Company before the NCLT, Allahabad. It was pleaded by the Company before the NCLT, Allahabad that once the SOA, as referred to above, is passed, the default of the Company would be cured. The matter regarding the said application u/s 7 of IBC, 2016 and SOA is being heard by the Tribunal simultaneously. State Bank of India has also filed petition under section 7 of Insolvency & Bankruptcy Code 2016, against the Company, before NCLT Allahabad.

It needs to be added that Yamuna Expressway Industrial Development Authority (YEIDA) vide its communication dated 12th February, 2020 cancelled the land admeasuring 1085 hectares (core/non-core area) located at Special Development Zone (SDZ), Sector-25, Sports City, Greater Noida, allotted to the Company, inter-alia, of alleged non-payment of dues for which an agreement for deferment of installments had already been arrived at between the parties. A part of the said parcel of the land is subject matter of SOA. The Company has challenged the said Order passed by the YEIDA before the Hon'ble Allahabad High Court and has also deposited an amount as per directions in Interim, by the Hon'ble High Court. The matter is pending for final hearing.

Once the Scheme is sanctioned by NCLT, the Order so passed shall be filed with ROC and the said Scheme would become effective w.e.f. 1st July 2017 (the Appointed Date).

Proposed Sale of Cement Business to Dalmia Cement (Bharat) Limited

The Board in its meeting held on 12th December, 2022 decided to divest its Cement Business / assets ( including stake sale in the shares of Joint Venture/ subsidiary Company BJCL) situated in the States of Uttar Pradesh, Madhya Pradesh and Chhatisgarh, having aggregate cement capacity of 7.4 Mn TPA, Clinker Capacity of 6.7 Mn TPA, (including Cement Capacity of 2.2 Mn TPA & Clinker Capacity of 1.1 Mn TPA of the Joint Venture company whose 74% equity stake is held by the Company) and Thermal Power Plants of aggregate capacity of 280 MW, including proposed spinoff of 180 MW Thermal Power Plant into a Special Purpose Vehicle of the Company (whose 57% equity stake will be held by Dalmia Cement (Bharat) Limited), Company's certain land parcels situated at Sadwa & Chunar (Uttar Pradesh), at an approximate Enterprise Value of Rs.5,586 Crores (Rupees Five thousand five hundred & eighty six Crores only), on slump sale basis, subject to mutually agreed adjustments, liabilities, and other terms and conditions.

Post filing of SOA and consummation of the above referred transaction with Dalmia Cement (Bharat) Limited, the overall debt left with the Company would be very minimal.

3.0 DIVIDEND

Keeping in view the cash flow stress, the Board has decided not to recommend any dividend for the financial year 2023-24.

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 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 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 Bonds.

Further details regarding outstanding amount, coupon, listing etc. and proposed terms of restructuring of these Foreign Currency Bonds are detailed in para no. 34 of the Corporate Governance Report forming part of this Report.

5.0 EMPLOYEE STOCK PURCHASE SCHEME

As the Members are aware, ‘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:

During FY 2023-24, 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:

Projects being Executed by Jaiprakash - Gayatri Joint Venture

The progress of on-going works is satisfactory. Notes :

1. Work of New High Level Bridge in up-stream of existing Gora Bridge on river Narmada, Gujarat has been completed

2. Operation and Maintenance (O&M) of all Hydro Mechanical, Electrical Equipments and Civil work of Sardar Sarovar Dam for Two (2) years has been completed.

3. Work of Repair of Spillway Glacis and Stilling Basin of Kurichhu Hydro-power Plant, Bhutan has been completed and Owner has taken over the Site and Defect Liability Period has started from 23.03.3024.

6.1.2 The Company has been awarded / or found lowest bidder for 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 contract has been awarded at a contract price of Rs. 972 crore. Contract Agreement is yet to be signed.

(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. Contract Agreement is yet to be signed.

(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. JAL is the lowest Bidder and the work has been awarded at Contract Price of Rs. 53.35 crore. The work has commenced.

(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 has commenced.

(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 is yet to be signed.

6.1.3 Bids Under evaluation

The following Bids submitted by the Company are under evaluation:

(i) Civil works for Upper Reservoir, Intake at Upper Reservoir, Pressure Shafts, Steel Liners, Underground Powerhouse, Surge Chamber, Tail Race Tunnel, Tail Race Outlet Structure, Lower Reservoir Bund, Strengthening of Lower Reservoir, Adits and Approach Roads (Lot-1) of 130 MW Vijayanagar Pumped Storage Project, Karnataka

(ii) Design, Manufacturing, Supply, Transportation, Erection, Testing and Commissioning of Complete Hydro-mechanical works of the project including Penstock Steel liner (Lot- 2) of 130 MW Vijayanagar Pumped Storage Project, Karnataka

(iii) Selection of Mine Operator for the Development and Operator of Mandla North Coal Mine, District Chhindwara, Madhya Pradesh.

6.1.4 The Bids for the following works are under preparation:

(i) 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 India

(ii) Selection of a Master Developer for Ayodhya Tourism Zone, Gate Complex 1 on PPP Mode, DBFOT (Design, Build, Finance, Operate & Transfer) Basis.

6.2 CEMENT DIVISION

6.2.1 Capacity as on 31st March, 2024

The capacity of Cement and Captive Power Plant in the Cement Division of the Company and group companies as on 31st March 2024/at present is as under:

JAIPRAKASH ASSOCIATES LIMITED:

SUBSIDIARIES & ASSOCIATE COMPANIES:

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:

6.2.3. Operational Performance (JAL)

During the financial year 2023-24, Productivity Indices of the operating units of the Company (JAL) were as under:

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 Times Food & Night Life Award 2024 bestowed on La-Brezza as Best Italian Premium Dining , Paatra as Best Indian Premium Dining at Jaypee Greens Golf & Spa Resort, Greater Noida and Best Chinese Preimum Dining at Jaypee Vasant Continental.

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).

6.4 REAL ESTATE DIVISION

Jaypee Greens, the real estate brand of the Jaypee Group has been creating lifestyle experiences, from building premium golf-centric residences to large format townships, since its inception in the year 2000. The Company has taken a hit on the pace of delivery in its various residential & commercial projects in the year 2023-24 and total of 21,533 Units, which included those of Jaypee Infratech Ltd., were offered possession till 31st March 2024.

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 over 1,821 units till 31st March 2024, 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 Jaypee 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 3,220 Apartments and Commercial Shops (till 31st

March 2024) in projects - Pavilion Court & Heights, Kalypso Court and Imperial Court. Out of these nearly 74 apartments & commercial shops were completed in the year 2023-2024 thereby enhancing the facilities for the residents.

In addition, till date the Company has offered possession of 414 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 Wish Town Noida & Aman - Jaypee Infratech Limited (JIL) Project

In Jaypee Greens Wish Town Noida, JIL projects have been developed and constructed by Jaiprakash Associates Limited wherein JIL has handed over possession of 11,532 apartments and commercial shops till 31st March 2024 in JIL projects.

In addition to the above, 1570 independent units of Kingwood Oriental, Kensignton Park Plots - I & II and other residential plots have also been offered for possession and a large number of plot buyers have commenced construction of their homes.

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. Possession of 2428 residential plots in Country Home-I & II, Krowns and Greencrest Homes has been offered till 31st March 2024.

Jaypee Greens Sports City - Mirzapur (Jaypee Infratech Limited)

Mirzapur Land of JIL has been developed by Jaiprakash Associates Limited wherein 570 residential plots in Yamuna Vihar have been offered for possession till 31st March 2024 by Jaypee Infratech Limited.

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

6.5 SPORTS DIVISION

Jaypee International Sports Limited (JISL) (incorporated 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) is being patronized as one stop destination for promotional events by automobile manufacturers, exhibitions, shooting of movies, concerts, product launches and other promotional entertainment activities.

M/s. ALA Architects have designed the first phase of cricket stadium which is likely to be completed soon. Meanwhile friendly matches are being conducted from time to time to check the quality of the pitch. Some corporate T20 matches are also being played since 2015. The development of non-core area planned for group housing, plots, flats, etc. and other social activities are in process.

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:

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 company was directed to invoke arbitration in respect of issue raised within 3 months which was duly complied. 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 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. In the meantime, the Company has approached the Hon'ble High Court for extension of tenure of Arbitral Tribunal which has since been objected by MCC and the matter is pending.

In contempt case before Ld. ADJ, JAL has commenced cross examination of its witnesses before Ld. ADJ. The MCC approached Hon'ble High Court seeking directions that further witnesses need not be asked to be cross examined as one cannot be called upon to give evidence against oneself. The Company had filed its reply and after hearing, Hon'ble High Court directed matter to be heard before Ld. ADJ, and MCC has since approached ADJ's Court with same plea. The matter is pending for adjudication.

8.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURES As on 31st March 2024, 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

2. Gujarat Jaypee Cement & Infrastructure Limited

3. Jaypee Cement Corporation Limited

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 status of two subsidiaries viz. Jaypee Infratech Limited (JIL) and Jaypee Healthcare Limited (JHCL) as subsidiary of JAL is subject to Order of Hon'ble Supreme Court dated 24th March 2021. As on date, the Company is holding 60.98% of the share capital of Jaypee Infratech Limited while JIL was holding 100% share capital of JHCL. Upon invocation of pledge on those shares of JHCL, by the Lenders, JIL shareholding has reduced to 36.35% and it is now an associate of JIL. If the Resolution Plan is fully implemented, the Company/JAL (being promoter) would cease to hold any shares of Jaypee Infratech Limited.

ASSOCIATES & JOINT VENTURES AS ON 31ST MARCH, 2024

As on 31st March, 2024, 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, (Shareholding of JAL reduced from 29.74% to 26.06% in January 2020 pursuant to Debt restructuring by JPVL; and further to 24.00% in March 2022, through sale of shares on stock exchanges, to comply with the terms of the debt restructuring.)

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 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 2024, 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 management 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 over Rs. 7600 crores.

The performance during the year is considered reasonably satisfactory. However, the future prospects of the Company's business and the business of its subsidiaries are as disclosed in this report. The Company is committed to reduce the debt and enhance the shareholders' value.

11.0 DIRECTORATE

11.1 Appointment/Cessation of Directors during FY 2023-24:

(i) Re-appointment of Shri Manoj Gaur, Executive Chairman & CEO

During the year under report, Shri Manoj Gaur, Executive Chairman & CEO was re-appointed for a period of 1 year from 1st April, 2023 to 31st March, 2024, by members on 28th June, 2023. He was re-appointed as Executive Chairman & CEO for a further 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.

(ii) Change in designation of Shri Sunil Kumar Sharma, Vice Chairman

Shri Sunil Kumar Sharma completed his term as Executive Vice Chairman on 17th March 2023 and thereafter continued as the Non-executive Vice Chairman till the date of Annual General Meeting i.e. 30th September 2023. He was appointed as an Additional Director in the Board Meeting held on 30th September 2023 and his appointment was subsequently approved by the shareholders by way of passing a resolution through postal ballot on 28th December 2023.

(iii) Appointment of Shri Naveen Kumar Singh as Wholetime Director w.e.f 30th September 2023

Shri Naveen Kumar Singh was appointed as a Director, liable to retire by rotation and also as a Whole-time Director of the Company for one year from 30th September, 2023 to 29th September, 2024, pursuant to the Resolution passed by the Nomination & Remuneration Committee (NRC) on 30th September, 2023; Resolution passed by the Board on 30th September, 2023; an Ordinary Resolution passed by the Shareholders, through postal ballot, on 28th December 2023.

(iv) Resignation of Shri Ram Bahadur Singh from directorship w.e.f. 30th September 2023.

Shri Ram Bahadur Singh completed his term as the Whole Time Director designated as Director (Finance) on 11th February 2023 and thereafter he continued as a Non-executive Non-independent Director of the Company with effect from 12th February 2023 and resigned from the Board w.e.f. 30th September, 2023 due to his personal reasons.

(v) Resignation of Shri Ranvijay Singh, Director (designated as Whole-time Director) with effect from 30th September 2023.

Shri Ranvijay Singh resigned as the Director & Wholetime Director w.e.f 30th September, 2023 due to his personal reasons.

11.2 The composition of the Board

The composition of the Board is in compliance of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR).

11.3 Present tenure of Directors

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

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

Shri Jaiprakash Gaur Ji (DIN 00008085), Director & Founder Chairman and Shri Sunil Kumar Sharma (DIN 01859229), Director & Vice Chairman shall retire by rotation, in terms of provisions of the Companies Act, 2013.

Shri Jaiprakash Gaur Ji, Chairman Emeritus & 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 ensuing Annual General Meeting.

11.6 The tenure of Shri Pankaj Gaur as the Whole-time Director (designated as Managing Director) would expire on 30th June, 2024 and that of Shri Naveen Kumar Singh as the Whole-time Director would expire on 29th September, 2024 and it is proposed to reappointment them for a period of one year each. The proposal for approval of their re-appointment shall be included in the Notice of ensuing Annual General Meeting.

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

Your 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.

M/s. Dass Gupta & Associates, Chartered Accountants, New Delhi (Firm Registration No. 000112N 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 have already approved the same by passing an Ordinary Resolution on 21st March 2021.

M/s Ashok Tyagi & Associates, Practising Company Secretaries (COP No: 7322), 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 2023-24. Their Secretarial Audit Report for the financial year ended 31st March 2024 forms part of the Directors' 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 Company of the Company viz. Kanpur Fertilizers & Chemicals Limited for the Financial Year ended 31st March, 2024 also forms part of the Annual Report of the Company.

Based on the recommendations of the Audit Committee, the Board has appointed M/s. VKC & Associates, Practising Company Secretaries (Firm Registration No. P2018DE077000) as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2024-25 as per Section 204 of the Companies Act, 2013.

For the Financial Year 2023-24, 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.

For the Financial Year 2024-25, the Board of Directors of the Company have re-appointed, based on recommendations of the Audit Committee, M/s. J.K. Kabra & Co., Cost Accountants, (Firm's Registration No. 2890), as Cost Auditors, 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.

The Report on Corporate Governance and Management Discussion & Analysis Report and Business Responsibility Report (BRR) 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.

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the employees' confidence, team spirit & determination in facing the challenges at all work sites and all offices and achieving satisfactory progress.

CASES FILED PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

There was no case filed by any woman during the Calendar year 2023 nor during Calendar year 2024 (till date) 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 said 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

Total 5 (Five) meetings of the Board of Directors were held during the Financial Year 2023-24 i.e. on 27-05-2023, 05-08-2023, 30-09-2023, 09-11-2023 & 30-01-2024. The details of meetings held and meetings attended by Directors are given in Corporate Governance Report in Para 2.0

17.1 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 management, with the concurrence of the Audit Committee, pursuant to Section 134(5) of the Companies Act, 2013, the Board states the following for the year ended 31st March 2024:

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

b) the Directors had 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 had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had 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 had 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.

17.2 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.

17.3 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.

17.4 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.

17.5 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 33 of the Financial Statements.

17.6 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.

17.7 STATE OF COMPANY AFFAIRS

The State of Company Affairs is given in para no. 1, 2, 6, 7 and 8 of the Directors Report.

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

NIL.

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

NIL.

There are no material changes and commitments, affecting the financial position of the Company which have occurred between 31st March 2024 and the date of this Report.

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 2024 are annexed as Annexure 5 and form an integral part of this Report.

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 Board, there is no risk which may threaten the existence of the Company.

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.

The Annual Evaluation of Board, its Committees and Directors is 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 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:

The Independent Directors also carried out evaluation of Board of Directors, Executive Chairman & other Directors in their meeting held on 16th March 2024.

The details of the same are given in Corporate Governance Report, para no. 9.2.

There is no significant order passed by the regulators or courts or tribunals impacting the going concern status. Details of Orders of Competition Commission, NCLT and Supreme Court are given in Notes to Financial Statements.

The Company has laid down adequate internal financial controls & checks which are effective and operational.

The Internal Audit of the Company for FY 2023-24 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 Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management and other affairs.

The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein.

The Audit Committee also regularly reviews & monitors the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification, etc.

The Audit Committee has regularly observed that proper internal financial controls are in place including with reference to financial statements.

Based on recommendations of the Audit Committee, the Board has appointed the following as Internal Auditors for F.Y 2024-25:

(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.

17.17 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.

17.18 VIGIL MECHANISM

Your 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 your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. 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.

17.19 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.

17.20 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.

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

Details of all pending proceedings under Insolvency & Bankruptcy Code, 2016 alongwith their status as on 31st March, 2024 are given in Annexure-9.

17.22 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.

18.0 ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to various Departments and Undertakings of the Central and State Governments, Consortium of Banks and Financial Institutions and valued Clients & Customers of the Company for their valuable support and co-operation.

Your Directors 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.