Your Directors submit their report for the Financial Year ended 31st March 2023.

1.0 WORKING RESULTS

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

During the year under report, the gross total revenue of the Company improved from Rs.3364.22 crores in FY 202122 to Rs.4162.49 crores in the current year due to better performance of hospitality and real estate division. PBIDT showed improvement at 15.09% of Gross Total Revenue for the year under report against 7.25% in the year ended 31st March, 2022. There was an exceptional loss item of loss on account of 21.50 crores.

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, 2023.

2.0 PAST DISINVESTMENT INITIATIVES & ONGOING REDUCTION OF DEBT BY THE COMPANY

In line with the Company's publicly 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

As already reported, the Company requested its Lenders to realign its debt in line with the cash flow projections post divestment of cement plants at serial no.6 at item no.2.0 above. 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 sanction. The long stop date of the SOA originally provided upto 31st May 2018 has been extended till 30th September, 2023.

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 have 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 2023 of the debt considered under ‘Realignment Plan (initially as on 30th September 2016)' is as under:

Note: The above is net of Rs.10,189 crore already transferred to UltraTech Cement Limited on sale of 17.2 MTPA cement plants as referred to above and excludes debt of Rs.1000 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 subsidiary, JIL pending litigation at Hon'ble Supreme Court of India in the matter of Company's subsidiary, Jaypee Infratech Limited. The restructuring is still underway and yet to be completed.

In the said matter, 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 shall 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 and the matter is pending before the said Appellate Tribunal.

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.

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 instalments 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 2022-23.

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) having become due for redemption on 30th September, 2021 & 30th September, 2020 respectively and the discussions are in progress to finalise the modalities for conversion, etc. The particulars about conversion, outstanding amount, coupon, listing etc. of these Foreign Currency Bonds are detailed in para no. 33 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 2022-23, no further shares were allocated/ transferred by the Trust.

Thus, a balance of 1,849,117 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 & CONSTRUCTION DIVISION

6.1.1 Works in Progress

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 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. 621crore. Contract Agreement yet to be signed.

(iii) Five (5) years contract for operation and maintenance (O & M) of all hydro mechanical, electrical equipment's and civil work of Sardar Sarovar Dam, Kevadia for the year 2022-27. JAL is the lowest Bidder and the Bid was awarded at Contract price of Rs. 52.55 crore. The work has commenced since 04.05.2022.

6.1.3 Bids under evaluation

The Bids for the following works are under preparation: 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,

6.2.3. Operational Performance (JAL)

During the financial year 2022-23, 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. 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 of India Group Food & Night Life Award 202223 bestowed on La-Brezza as Best Italian Premium Dining at Jaypee Greens Golf & Spa Resort, Greater Noida.

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).

Tourism is a major engine of economic growth and an important source of foreign exchange earnings.

Foreign Tourist Arrival in F.Y 2019 was 10.93 million, FY 2020-2.74 million, FY 2021-1.52 million and in FY 2022 - 6.19 million.

The Indian traveller has shown unprecedented zeal through 2022 to make up for the lost travel opportunities during the pandemic lockdowns. These “revenge travel” urges of 2022 will become the yearly routines in 2023 and

beyond, helping continue with the growth trajectory next year. According to the market projections, India's travel and tourism revenue is projected to show an annual growth rate of CAGR 13.59%, projected to reach a market volume of USD 31.35bn by 2027.

Ministry of Tourism published that the Foreign tourists quadrupled to 6.19 million in 2022, but nothing to worry though FTAs is still 43% lower than 2019.

The National Council of Applied Economic Research (NCAER) reports that tourism in India shall return to prepandemic level by 2026.

The continuing trends and travelers' expectations indicate promising growth for the global tourism sector.

The best infrastructure in India, as well as the most competent healthcare professionals, make it an ideal destination for dental and medical treatments for international travelers. By 2026, medical tourism in India is expected to reach $13 billion.

Several local governments in India have been taking steps to reduce the carbon footprint in their travel industry and support local businesses; meanwhile, ecotourism is increasingly gaining traction across the country.

India has many sprawling landscapes that are home to some incredible flora and fauna.

By 2029, Indian Tourism is expected to grow 6.7% to reach INR 35 Trillion and accounting for 9.2% of the total economy, about 53 million jobs

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. Amidst a dismal real estate environment, the Jaypee Group (i.e. Company and Jaypee Infratech Limited) has also taken a hit on the pace of delivery in its various residential & commercial projects in the year 2022-23 and total of 21,187 Units have been offered possession till 31st March 2023.

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 1,817 units till 31st March 2023, 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 3,146 Apartments and Commercial Shops have been completed (till 31st March 2023). in projects - Pavilion Court & Heights, Kalypso Court and Imperial Court. Out of these nearly 308 apartments & commercial shops were completed in the year 2022-2023 thereby enhancing the facilities for the residents.

In addition, till date JAL has offered possession of 398 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.

During the Year Jaypee Group, with the support of UPRERA has however restarted its two stalled projects Kalypso Court & Knights Court during this Financial Year, becoming the first company in the country to complete the project on Joint basis with the customers, under the supervision of UPRERA. Wherein 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 11,254 apartments and commercial shops till 31st March 2023 in JIL projects.

In addition to the above, 1569 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.

Jaypee Greens Sports City - Jaypee International Sports (JIS)

JIS, a subsidiary of Jaiprakash Associates Limited has offered possession of 2,433 residential plots in

Country Home-I & II, Krowns and Greencrest Homes till 31st March 2023.

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 2023 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 (JIS) (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 JSIL 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 INITIATIVES7.1 DEVELOPMENT OF COAL BLOCKS IN MADHYA PRADESH

Three separate joint-venture companies were set-up for three Coal Blocks, which had been allocated to Madhya Pradesh State Mining Corporation Ltd. (MPSMCL), with an identical shareholding ratio of 51:49 between MPSMCL and JAL as under:

Coal mined from Amelia (North) and Dongri Tal-II Mines was for supply to the 2 x 660 MW Super Critical Thermal Power Plant at Nigrie, (M.P) set up by Jaiprakash Power Ventures Limited (JPVL), a subsidiary of JAL (now an Associate Company w.e.f. 18.02.2017).

Mandla (North) Coal Block owned by JAL was for captive use of Coal for Cement Plants and CPPs.

After developing Amelia (North) Coal Block, the JVC, viz Madhya Pradesh Jaypee Minerals Limited (MPJML) had started supply of Coal to Jaypee Nigrie Super Thermal Power Plant (JNSTPP). The remaining three Coal Blocks had also achieved substantial progress in developing the mines and obtaining clearances/ approvals.

Consequent to Supreme Court verdict dated 24.09.2014,

allocation of 204 coal blocks including Amelia (North), Dongrital-II, & Mandla South allotted to MPSMCL and Mandla North to JAL were cancelled.

Ministry of Coal decided to reallocate the cancelled coal blocks through e-auction/allocation.

Amelia (North) and Mandla North coal blocks which were categorized as schedule-II (Mines producing coal or about to produce) were put for e-auction in first tranche wherein JPVL and JAL were declared successful 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; 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. However, since June 2020 the MSW Plant is under the possession of Municipal Corporation of Chandigarh. The matter has been referred to the High Court, Chandigarh for Arbitration and further directions.

7.3 OTHER DIVERSIFICATION INITIATIVES THROUGH AFFILIATES

Company's other diversification initiatives include setting-up of pit-head based Thermal Power Station, Fertilizer business, Aviation and Healthcare, which are being implemented through different subsidiaries/ associates of the Company. Details of the initiatives implemented through subsidiaries/ associates are furnished under the heading ‘Subsidiaries, Associates & Joint Ventures' below.

8.0 SUBSIDIARIES, ASSOCIATES & JOINT VENTURES As on 31st March 2023, 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 (w.e.f. 29th December, 2022)

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, 2023

As on 31st March, 2023, 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 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 2023, 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. (Note: Please see if it is done before Annual Report is issued)

The Directors are of the opinion that the subsidiaries and Joint Ventures/ Associate companies of your Company have promising future, except as specifically mentioned in this Report & its annexures.

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 a strong order book of E&C Contracts.

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 bright. The Company is committed to reduce the debt and enhance the shareholders' value.

11.0 DIRECTORATE11.1 Appointment of Directors during FY 2022-23:

(i) Appointment of Independent Directors

Pursuant to approval of the Nomination & Remuneration Committee (NRC) and the the Board, Shri Narinder Kumar Grover (DIN- 08543115) and Dr. Y Medury (DIN: 01752495) were appointed as Additional Directors (Independent) of the Company. Shri Narinder Kumar Grover and Dr. Y. Meduri shall not be liable to retire by rotation and their term shall be of 5 (Five) consecutive years w.e.f. 10th August, 2022 to 9th August, 2027.

Further, pursuant to approval by the NRC and the Board, Shri Rama Raman (DIN: 01120265), Shri Krishna Mohan Singh (DIN: 02223301) and Smt. Vidya Basarkod (DIN: 02799562) were appointed as Additional Directors (Independent) and shall be liable to retire by rotation and their term shall be for 5 (five) consecutive years w.e.f. 24th September, 2022 to 23rd September, 2027. The brief profiles of Independent Directors so appointed are as follows:-

Shri Narinder Kumar Grover (DIN: 08543115), aged about 74 years had a rich experience of over 39 years in Financial Sector. He is a Cost Accountant and MBA from Faculty of Management Studies, Delhi. He has rich experience in the field of Finance and Accounts, having worked in organizations including Siemens Limited, United India Insurance Company Limited, retired as Managing Director of Central Railside Warehouse Company Limited.

Dr. Y. Medury (DIN: 01752495), aged about 65 years, had a rich experience of over 39 years in Educational Sector.

He graduated with a B. Tech (Hons.) from IIT, Kharagpur and MS and PHD from University of Wisconsin, USA. He was the Founding Vice-Chancellor of Bennett University, Greater Noida. Presently Dr. Medury is Vice Chancellor of Mahindra University, Hyderabad.

Further, pursuant to approval by the Nomination & Remuneration Committee (NRC) and the Board, Shri Rama Raman (DIN: 01120265), Shri Krishna Mohan Singh (DIN: 02223301) and Smt. Vidya Basarkod (DIN: 02799562) were appointed as Additional Directors (Independent) of the Company. Independent Directors so appointed shall not be liable to retire by rotation and their term shall be of 5 (Five) consecutive years w.e.f. 24th September, 2022 to 23rd September, 2027.

Shri Rama Raman (DIN: 01120265), aged about 61 years, graduated with a B.Tech in Electronics and Telecommunications from IIT BHU Varanasi.

Shri Rama Raman was a member of Indian Administrative

service and carries with him experience of 34 years of Public administration. In this journey he held the positions of Dy. MD PICUP Executive Director REC Ltd, District Collector of seven districts of UP, Director Ministry of Home affairs Govt. of India, Chairman & CEO of Noida, Greater Noida and YEIDA and Additional Chief Secretary Govt. of UP and Managing Director in Uttar Pradesh State Handloom Corporation Limited.

Shri Krishna Mohan Singh (DIN: 02223301), aged about 65 years, is a BE (Electrical) from Gorakhpur University (U.P).

He started his professional career with NHPC Ltd. in May, 1979 as an Executive Trainee and retired from the post of Chairman and Managing Director of NHPC Ltd. He had also served as Ex-Officio Chairman of NHDC Ltd and Chief Executive Director of NHDC Ltd. He also has 38 years of extensive experience in Hydro Power Sector. Smt. Vidya Basarkod (DIN: 02799562), aged about 62 years, is a civil engineer by profession with a B.E (Civil Engg.) & M. Tech in Structural Engineering from Indian Institute of Technology, Mumbai. She is also Fellow of Institution of Civil Engineers, UK.

Smt. Vidya Basarkod started her career with Mott McDonald as Divisional Director. She has also served as Senior Vice President and CEO Airports with Reliance ADA Group.

Smt. Vidya Basarkod has also worked with Jaypee Infratech Limited as President (Sales & Marketing) from Dec 2011 to Apr 2016.

In the opinion of the Board, Independent Directors so appointed, namely, Shri Narinder Kumar Grover, Dr. Y. Medury, Shri Rama Raman, Shri Krishna Mohan Singh and Smt. Vidya Basarkod are persons of integrity and fulfil the conditions specified under the Act read with Rules there under and the SEBI Listing Regulations for his appointment as Independent (Non-Executive) Directors of the Company and are independent of the Management. Other details are given in the Corporate Governance Report.

(i) Shri Atul K. Gupta was appointed as Independent Director w.e.f. 24.09.2022 for a term of 5 (five) years. However, due to personal reasons he resigned from the Board w.e.f. 27th February, 2023.

(ii) Shri R K Singh, Non-Executive Non-Independent Director of the Company resigned from the Board for w.e.f. 21-09-2022. We regret to inform about the sad demise of Shri R.K. Singh on 1st June, 2023 due to illness.

(iii) Shri R.B. Singh ceases to be Whole-time Director w.e.f. 9th February, 2023 but continues to be on the Board as Director.

(iv) Shri Sunil Kumar Sharma ceases to be Wholetime Director w.e.f. 17th March, 2023 but shall hold his office as Director upto the date of Annual General Meeting.

1.2 The composition of the Board

The composition of the Board is in compliance of the

requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations.

11.3 Present tenure of Directors

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

11.5 Retirement by rotation:

Shri Pankaj Gaur, Dy. Managing Director (Construction) would retire by rotation at the forthcoming Annual General Meeting of the Company. The proposal for approval for his re-appointment has been included in the Notice of the Annual General Meeting.

11.6 Whole-time Key Managerial Personnel:

The details about the Whole-time Key Managerial Personnel are given in Para No. 22 of the Corporate Governance Report enclosed herewith.

12.0 DEPOSITS

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 has since been repaid except for minor amount of about Rs. 1.78 Lakh (as on 31st March 2023) which represents the amount of some cases under litigation and some transmission cases, which too shall be settled in due course without any delay on the part of the Company.

13.0 AUDITORS AND AUDITORS’ REPORT13.1 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

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 Report (BRR) in prescribed format, in terms of Regulation 34 and 53 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (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 LODR.

The BRSR as well as the Company's Policy on Sustainable Development are accessible on the Company's website www.jalindia.com.

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

EMPLOYEE RELATIONS

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 works 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 2022 nor during Calendar year 2023 (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 for the Calendar Year 2022 as well as Interim Report for the Calendar Year 2023 (till date), which confirms that no such case has been filed during the said periods.

16.0 OTHER REQUIRMENTS OF COMPANIES ACT, 201316.1 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

The total no. of meetings of the Board of Directors held during the Financial Year 2022-23 is 9 (Nine) on 29-05-2022, 04-07-2022, 10-08-2022, 24-09-2022, 10-10-2022, 12-11-2022, 12-12-2022, 14-02-2023 & 28-03-2023. The details of meetings held and meetings attended by Directors is 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 2023:

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 [LODR], 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 its details are given under Corporate Governance Report.

17.4 COMMENT ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE (IF ANY) BY THE STATUTORY AUDITORS AND BY THE SECRETARIAL AUDITORS

The observation of Statutory Auditors & Secretarial Auditors and Notes to the financial statements is selfexplanatory.

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, 4, 6 and 34 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 IS MENTIONED IN THE BEGINNING OF DIRECTORS’ REPORT

The State of Company Affairs is given in para no. 1,2, 7 & 8 above.

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.

17.10 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 2023 and the date of this Report.

17.11 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 2023 are annexed as Annexure 5 and form an integral part of this Report.

17.12 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF any; WHICH IN THE OPINION OF THE BOARD 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 Board, there is no risk which may threaten the existence of the Company.

17.13 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.

17.14 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.

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 29th May 2023). The Board also carried out the evaluation of NRC at its meeting held on 27th May 2023.

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 8th March 2023.

The details of the same are given in Corporate Governance Report, para no. 9.0.

17.15 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

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/ Directors Report.

17.16 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE 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 2022-23 has been carried out by

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

(ii) M/s. Dewan PN. Chopra & Co. 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 2023-24:

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

(ii) M/s. Dewan PN. Chopra & Co. for Real Estate, Cement and Allied Business & Hotels business.

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.

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