We have audited the accompanying standalone financial
statements of Jaiprakash Power Ventures Limited (“the
Company”), which comprise the Balance sheet as at March
31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flow for the year then ended,
and notes to the financial statements, including material
accounting policies and other explanatory information (herein
after referred to as “standalone financial statements”).

In our opinion and to the best of our information and according
to the explanations given to us, except for the effects / possible
effects of our observations stated in “Basis for Qualified
Opinion” section below, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, its profit (including other comprehensive
income), changes in equity and its cash flows for the year
ended on that date.

Basis for Qualified Opinion
Attention is drawn to:

(a) Note no. 44(e) of the standalone financial statements
regarding non provision against corporate guarantee
provided to lenders (SBI) of JAL. As stated in the note
no. 44(e) of the standalone financial statements, on filing
of the petition by a commercial bank before the National
Company Law Tribunal (NCLT) bench at Allahabad,
Jaiprakash Associates Limited (JAL) (the party to whom
the company is an associate) has been admitted into/
for Corporate Insolvency Resolution Process (CIRP)
vide NCLT Order dated 3rd June, 2024 and IRP was
appointed. As stated in the said note, the Company had
given a corporate guarantee (CG) to State Bank of India
(SBI) of USD 1,500 lakhs (31st March, 2024 USD 1,500
Lakhs) [equivalent Rs. 123,915 lakhs, USD converted at
the exchange rate of Rs. 82.61 per USD] against loans
granted by SBI to JAL. Also, during the earlier year,
the Company has received a legal demand cum recall
notice from SBI for corporate guarantee provided by the
Company, however for the reasons as stated in the said
note, the Company has disputed the same and presently
in process of discussion with SBI. Further as stated, the
SBI has filed a case for recovery in DRT-III at Delhi against
JAL along with other parties where Company has also
been made a party as a corporate guarantor.

Further, to that extent non-compliance of Ind AS 113 as
fair valuation has also not been carried out of stated CG.
Also, drawn attention to the note no. 44(e) read with note
no. 47 where as stated in the said notes, there was/is non

-compliance of SEBI Circular dated April 17, 2014 (as
also been pointed out by the SEBI in its SCN/Order to the
Company and its four directors, MD and CEO, and CFO).

As stated in note no. 44(e) of the audited standalone
financial statements, in the opinion of the management,
pending claims of the Company before IRP and the
Company is in discussion with SBI for release of corporate
guarantee in view of the Framework Agreement, presently
the impact (amount) is unascertainable as stated in the
said note

As stated above in para (a) impact is unascertainable in
the opinion of the management

(b) As stated in para in (a) above, JAL has been admitted
into Corporate Insolvency Resolution Process (CIRP) and
IRP/RP has been appointed. We draw the attention to the
note no. 51 [read with 44(e)] of the audited standalone
financial statements, that the Company has paid advance
of Rs. 3,434 lakhs (net) to/for carrying out certain works/
repairs under different contracts. Against advance
payment made to JAL, no provision has been made and
as stated in the said note and the Company has filed
claims with RP for advance amount paid and other claims
[note no. 51 (read with 44(e)] which are pending, hence
presently in the opinion of the management, amount is
unascertainable and not been provided for.

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs), as specified under Section 143(10) of the Act.
Our responsibilities under those Standards are further
described in the ‘Auditor's Responsibilities for the
Audit of the Standalone Financial Statements' section
of our report. We are independent of the Company in
accordance with the ‘Code of Ethics' issued by the
Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the
Act and the Rules there under and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.
Emphasis of Matters
We draw attention to the following matters:

(a) Attention is invited to note no. 44(h) of audited standalone
financial statements regarding dues of Rs. 46,026 lakhs
being the amount excess paid to the Company as
assessed and estimated by the UPPCL as stated in note
including carrying cost (excess payment made to the
Company towards income tax and secondary energy
charges for financial years 2007-08 to 2019-20 and 2014¬
15 to 2019-20 respectively) against which UPPCL has
also hold back Rs. 34,063 lakhs (including carrying cost
of Rs. 17,165 lakhs up to March 31,2025). As stated in the
said note in the opinion of the management, Company
has credible case in its favour and disallowance made

by the UPPCL on account of income tax and secondary
energy charges are not in line with the terms of PPA
signed with UPPCL. Accordingly, as stated in the said
note, no provision against the stated amount and carrying
cost has been considered necessary by the management
at this stage [note no. 44(h)] and the amount deducted/
retained by UPPCL of amounting to Rs. 34,063 lakhs
is shown as recoverable and considered good by the
management.

(b) As stated in note no. 48 (i) of the audited standalone
financial statements no provision has been considered
necessary by the management against Entry Tax in
respect of Unit- Nigrie STPP (including Nigrie Cement
Grinding Unit) amounting to Rs. 10,871 lakhs (March
31,2024 Rs. 10,871 lakhs) and interest thereon (impact
unascertainable). In respect of the stated unit, receipts
of approval for extension of the time for eligibility for
exemption from payment of entry tax is pending from
concerned authority, as stated in the said note, for
which the company has made representations before
the concerned authority and management is confident
for favourable outcome. Against the above entry tax
demand, till date of Rs. 6,685 lakhs (31st March, 2024
Rs. 6,685 lakhs) has been deposited and shown as part
of other non-current assets which in the opinion of the
management is good and recoverable.

(c) As stated in note no. 59(a) & 59(c) of the audited
standalone financial statements regarding pending
confirmations/reconciliation of balances of certain
secured [including interest recompense, note no 44 (g)]
and unsecured borrowings, trade receivables and trade
payables (including MSME parties, CHAs and of Sub¬
contractor [read with note no. 54 of the audited standalone
financial statements]) and others current financial liabilities
(including capital creditors), receivables/payables from/
to related parties, loans & advances and inventory lying
with third parties/in transit. In this regard, as stated in
the note, internal control is being strengthened through
process automation (including for as stated in note no.
59(b) regarding of fuel procurement and consumption
processes which are in process of further strengthening).
The management is confident that on confirmation/
reconciliation there will not be any material impact on the
state of affairs as stated in said notes.

(d) (i) Note no. 54 (b) [read with 54(a)] of audited

standalone financial statements, regarding show
cause/demand notices from DMG of Rs. 1,79,083
lakhs received by the Company for recovery against
illegal extraction and sale of sand and FIRs has
also been filed by the DMG against the officials of
the Company, as sated in the said note. As stated
in the said note, sand mining Contracts were Sub¬
contracted on back- to back basis and ‘Guarantees'
provided by the Sub-contractor to DMG had been
released along with issuance of ‘No due certificate'
by the DMG. Further, as stated in the note against
the demand notices of DMG of Rs. 1,68,615 lakhs
the Hon'ble High Court AP has granted stay. As
stated in the said note and the reasons explained by

the management, the demands of DMG for alleged
extraction and sale of sand are without any cogent
basis and also has been legally advised, in view/
opinion of the management there is no need to make
any provision against stated demands and there will
be no impact on the state of affairs of the Company.
(ii) As stated in note no. 54(b)(ii) [read with 54(a)] of the
audited standalone financial statements, balance
of sub-contractor is subject to confirmation and
reconciliation as on 31st March, 2025. Further, as
stated in the said note no. 54 (b)(ii) purchases, sale
and inventory were accounted for based on details/
statement as made available by the sub-contractor.
As stated, management believes that there will be no
material impact on the profit for the year and state
of affairs of the Company, on final reconciliation/
confirmation.

(e) As stated in note no. 47 of the audited standalone
financial statements the SEBI vide its Order dated 27th
December 2024 imposed penalty of Rs. 14 lakhs on the
Company (on MD & CEO, CFO and four directors Rs. 40
lakhs) after completion of investigation on issues (post
show cause notice) mainly related with non-compliances
of certain accounting standards/Ind AS etc. w.r.t. non
carrying out fair valuation of corporate guarantees (CG)
provided by the Company [note no. 44(e)], non-provision
against impairment of financial assets etc. (investment)
and non-compliance of SEBI circular no. CIR/CFO/
POLICY CELL/2/2014 dated April 17, 2014 (on revised
Clause 49 of the Listing agreement to be effective from
October 01, 2014) read with SEBI Circular No. CIR/CFO
/POLICY CELL/7/2014 dated September 15, 2014 (as
amended) (circular on related party transactions). Against
the above stated Order of the SEBI for imposing penalty
on the Company, the Company had preferred an appeal
before SEBI Appellate Tribunal (SAT), decision of which
is awaited. In opinion of management, there will not be
material impact of above stated Order on the state of
affairs of the company and profit for the year ended 31st
March, 2025 and on the state of the affairs.

Our opinion is not modified in respect of above stated
matters in para (a) to (e).

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements for the
financial year ended March 31,2025. These matters were
addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters.

In addition to the matter described in the “Basis for
Qualified Opinion” and “Emphasis of Matters” section
we have determined the matters described below to be
the key audit matter to be communicated in our report.
For each matter below, our description of how our audit
addressed the matter is provided in that context:

Information Other than the Financial Statements and
Auditor’s Report Thereon

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the
standalone financial statements and our auditors' report
thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give
a true and fair view of the financial position/state of affairs,
financial performance, total comprehensive income, changes
in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified

under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the management.

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect
of any identified misstatements in the standalone financial
statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Companies Act, 2013, we give in the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4
of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books, except
for the matters stated in paragraph 2(i)(vi) below
on reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended) (“the
Rules”);

(c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash
Flow dealt with by this Report are in agreement with
the books of account;

(d) In our opinion, except for the effect / possible effect of
the matters described in ‘Basis for Qualified Opinion'
section above, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Companies
Act,2013;

(e) The matters described in ‘Basis for Qualified
Opinion' paragraph above, in our opinion, may have
an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received
from the directors as on March 31st, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31st, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act;

(g) With respect to the maintenance of accounts and
other matters connected therewith, reference is
made to our remarks in paragraph 2(i) (vi) below on
reporting under Rule 11(g) of the Rules;

(h) With respect to the adequacy of the internal financial
controls over financial reporting of the Company with
reference to these standalone financial statements
and the operating effectiveness of such controls,
refer to our separate Report in “Annexure B” to
this report. Our report express modified opinion on
the adequacy and operation effectiveness of the
company's internal financial controls over financial
reporting with reference to these standalone financial
statements;

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i) The Company has disclosed the impact of
pending litigations on its financial position in its
financial statements - Refer Note no. 44 to the
standalone financial statements;

ii) The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

iii) There were no amount which required to be
transferred, to the Investor Education and
Protection Fund by the Company during the
year ended 31st March, 2025.

iv) a) The management has represented that
to the best of its knowledge and belief,
as disclosed in Note No. 68(iii) of the
standalone financial statements, no funds
(which are material either individually or in
aggregate) have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the company to or in
any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

b) The management has represented that
that to the best of its knowledge and belief,
as disclosed in Note No. 68(iv) of the
standalone financial statements, no funds
(which are material either individually or
in aggregate) have been received by the
company from any person(s) or entity(ies),
including foreign entities (“Funding
Parties”), with the understanding, whether
recorded in writing or otherwise, that
the company shall, whether, directly or
indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

c) Based on such audit procedures that
we have considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (a) and (b) above as required
by Rule 11 ( e) of Companies (Audit &
Auditors) Rules, 2014, as amended,
contain any material mis-statement.

v) The Company has not declared or paid dividend
during the year, accordingly the provisions of
section 123 of the Companies Act, 2013 are not
applicable.

vi) Based on our examination which included test
checks, the company has a widely used ERP
as its accounting software for maintaining its
books of account during the year ended 31st
March,2025, which has feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all transaction
recorded in the software except (a) the audit trail
feature was not enabled throughout the year for
the relevant table at application level. There is no
mapping performed to ensure completeness of
audit trail on all applicable tables at application
level; and (b) for privileged access to specific
users to make direct changes to audit trail
setting. During the course of the audit we did
not come across any instance of audit trail
feature being tampered with in in respect of the
accounting software. Further, the audit trail, to
the extent maintained in the prior year, has been
preserved by the Company as per the statutory
requirements for record retention. (Note no.
70(b) of the standalone financial statements).

3. In our opinion and to the best of our information and
according to the explanation given to us, the managerial
remuneration for the year ended 31st March, 2025 has
been paid/ provided for by the Company to its directors in
accordance with the provisions of Section 197 read with
Schedule V to the Act except commission to directors
which is subject to approval of shareholders in ensuing
general meeting [refer note no. 62 (B) (ii)].

For LODHA & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 301051E/E300284

(N. K. Lodha)

Partner

Membership Number:085155

UDIN : 25085155BMOTZL5505

Place: New Delhi

Date: 1^st May, 2025