We were engaged to audit the accompanying Standalone
Financial Statements of Jaiprakash Associates Limited (“the
Company”), which comprise the Balance Sheet as at March
31st, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flows for the year ended on that
date, and Notes to the Standalone Financial Statements,
including summary of material accounting policies and
other explanatory information (hereinafter referred to as “the
Standalone Financial Statements”).

We do not express an opinion on the accompanying
Standalone Financial Statements of the Company. Because
of the significance of the matter described in the “Basis for
Disclaimer of Opinion” section of this report, we have not been
able to obtain sufficient appropriate audit evidence to provide
a basis for an audit opinion on these Standalone Financial
Statements.

Basis for Disclaimer of Opinion

(i) We refer to Note No. 31& 32 to the Standalone Financial
Statements which states that Resolution Professional
(RP) has invited creditors of the company to submit their
claims to the RP in terms of the applicable provisions
of the Insolvency & Bankruptcy Code, 2016 (“IBC”).
Further, the Note No. 42(a) to the Standalone Financial
Statements also states that Scheme of Arrangement
for transfer to SPV has since been rejected by Hon'ble
National Company Law Tribunal (NCLT) vide its order
dated 03.06.2024 and by Hon'ble National Company
Law Appellate Tribunal (NCLAT) vide its order dated
06.12.2024. The Company has also received intimation
from National Asset Reconstruction Company Limited
(NARCL) dated 11.03.2025 regarding assignment of
certain borrowing by Company from some lenders.
The note also states that the figures of claims including
borrowings may be different than the amount reflecting in
the books of accounts of the Company and claims will be
dealt as per the provisions of the IBC, post implementation
of the approved Resolution plan and requisite accounting
adjustments will be made in the Standalone Financial
Statements. Hence, requisite accounting adjustments
arising out of the claim verification and submission
process, will be given effect to in subsequent periods
post implementation of approved Resolution Plan.

In view of above, we are unable to comment on the
completeness and appropriateness of the balances in
relation to these subjected matters in the Standalone
Financial Statements and consequential impact that the
outcome of these matters may have on the Standalone
Financial Statements and liabilities recognised so far.

(ii) We refer to Note No. 42(b) to the Standalone Financial

Statements which states that pursuant to the order by
Hon'ble NCLT dated 22.07.2024 initiating commencement
of Corporate Insolvency Resolution Process (CIRP) in
Jaypee Cement Corporation Limited (JCCL) (a wholly
owned subsidiary of the Company) and upheld by Hon'ble
NCLAT vide its order dated 30.05.2025 and appointment
of an Interim Resolution Processional (IRP) in terms of the
IBC, the debts which were transferred to the Company by
JCCL as part of CRRP in earlier years are now transferred
back to JCCL during the current year by the Company.
Further, the company had filed claim towards amount
receivables with Interim Resolution Professional of JCCL.
The Company has investments in JCCL amounting to Rs.
2,692.36 crores, given corporate guarantee & shortfall
undertaking amounting to Rs. 514.49 crores, given Bank
Guarantee amounting to Rs. 65.34 crores and payables
(net) to JCCL amounting to Rs. 719.54 crores. The
Company has provided Impairment on investments made
in JCCL amounting to Rs. 2,692.36 crores during the year.
However, the Company has not ascertained/made any
provision for corporate guarantee & shortfall undertaking
and Bank Guarantee.

In view of above, we are unable to comment on the
completeness and appropriateness of the balances in
relation to these subjected matters in the Standalone
Financial Statements and consequential impact that the
outcome of these matters may have on the Standalone
Financial Statements.

(iii) We refer to Note No. 13.4(b) to the Standalone
Financial Statements which provides the Company
has not made provision for interest payable on Foreign
Currency Convertible Bonds (FCCB) for the year ended
on 31.03.2025 amounting to Rs. 68.88 crores. Further,
the company has also not made provision for Interest on
FCCB till 31.03.2024 amounting to Rs. 311.55 crores. The
note further states that requisite accounting adjustments
for differential amounts between the claims of FCCB
Holders and amount reflecting in Standalone Financial
Statements will be made in the Standalone Financial
Statements as per the provisions of the IBC, post
implementation of the approved Resolution plan, if any.

In view of the above, we are unable to comment on
consequential impact of the above subjected matters on
the Standalone Financial Statements.

(iv) We refer to Note no. 47 to Standalone Financial
Statements which describes matter related to order
of cancellation of lease deeds of land located at
Special Development Zone (SDZ) dated 12.02.2020 by
Yamuna Expressway Industrial Development Authority
(YEIDA),which has been upheld by Hon'ble Allahabad
High Court vide its Order dated 10.03.2025 whereby
certain other directions were given in respect of Home
Buyers, Financial Institutions, Sub Lessess etc. and
directed refund of deposit along with interest. The said
note further states that the Company has filed SLP against
the said Hon'ble Allahabad High Court order dated

10.03.2025 with the Hon'ble Supreme Court. The Hon'ble
Supreme Court vide its order dated 19.05.2025has
served notice to YEIDA for filing its response. YEIDA
has since filed its response. The matter was last heard
on 19.05.2025 with the directions that decision taken by
YEIDA and committee formed by Allahabad High Court
will not be given effect till next date of hearing, which is
29.07.2025. In view of the above and based on the legal
opinion, the company has shown the Land and other
Assets i.e. Race Track, Buildings etc. as Assets of the
Company and balance amount payable by the Company
to YEIDA as liability and no other impact pursuant to
Hon'ble Allahabad High Court Order dated 10.03.2025
including interest on deposit receivable by Company from
YEIDA has been given in the financial statements during
the pendency of the appeals before Hon'ble Supreme
Court.

In view of above, we are unable to comment on the
completeness and appropriateness of the balances in
relation to these subjected matters in the Standalone
Financial Statements and consequential impact that the
outcome of these matters may have on the Standalone
Financial Statements.

(v) We have been informed that information in relation to
the Corporate Insolvency Resolution Process (CIRP),
including minutes of meetings of Committee of Creditors,
and the outcome of procedures carried out by the RP as a
part of the CIRP are confidential in nature and accordingly
have not been provided to us.

Accordingly, we are unable to comment on the potential
impact of the above subjected matters, if any, on the
Standalone Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to Note no. 31 & 32 to the Standalone
Financial Statements regarding the initiation of CIRP in respect
of the Company under IBC and related matters. As such,
management & operations of the company are managed by
RP on a going concern basis as per provisions of IBC. The
RP has published Form G inviting Expression of Interest for
submission of Resolution Plan for the company on Going
concern basis. Further, based on future cash flows, the
Standalone Financial Statements of the company have been
prepared on going concern basis but the outcome of events
and processes initiated under CIRP cannot be presently
ascertained including matters also listed hereinbefore. The
company's ability to remain as going concern depends on
the outcome of CIRP Therefore, these events indicate that a
material uncertainty exists that may cast significant doubt on
the company's ability to continue as a going concern.

Emphasis of Matter

We invite attention to:

1. Note no. 33 [d] (i) and (ii) to Standalone Financial
Statements which describes details of demands
raised by Competition Commission of India (‘CCI') and
consequential appeals filed by the company.

2. Note no. 43 to Standalone Financial Statements regarding
status of invocation of Corporate Guarantee and pledged
shares of Bhilai Jaypee Cement Limited (BJCL) by Yes

Bank Limited against the term loan facilities granted to
Jaypee Cement Corporation Limited (subsidiary of the
company).

3. Note no. 49 to Standalone Financial Statements regarding
status of Bank Guarantee invocation due to termination
notice for Mandla North Coal Mine.

4. Note no. 51 to Standalone Financial Statements
regarding recoverability of trade receivables on the
basis of contractual tenability, progress of negotiations/
discussions/ arbitration/ litigations/ legal opinions.

5. Note no. 52 to Standalone Financial Statements which
describes status of Entry Tax matters pending under
appeals pertaining to the State of Madhya Pradesh and
Himachal Pradesh.

6. Note no. 13.11 to Standalone Financial Statements
which describes the status of less than hundred percent
availability of security cover of Principal & Interest amount
outstanding of Secured Non-Convertible Debentures
in accordance with Regulation 54 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as
amended.

7. Note No. 55[ii] to the Standalone Financial Statements
which describes reclassification of Revenue and
Expenses from “Discontinued Operations” to “Continued
Operations” in the Standalone Financial Statements
and consequent charging of depreciation on PPE of
identified power and cement plants, based on decision of
management and intimation of termination of agreements
to Dalmia Cement (Bharat) Limited (DCBL) vide letter
dated 14.02.2025 considering the clauses in relevant
agreements and provisions of IBC.

8. Note no. 54 to the Standalone Financial Statements which
describes the matter related to Ultratech Cement Limited
pending before the Arbitral Tribunal and related matters.

9. Note no. 38 to the Standalone Financial Statements
which describes the matter related to unfortunate
accident at Srisailam Tunnel Project and consequent
provision of Impairment of the balance written down value
of the identified damaged/untraceable Equipments and
estimates taken on the basis of current assessment and
which may vary in future, based on final assessment and
actual execution of the balance work.

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

The Company has been admitted into CIRP in terms of
the provisions of the IBC vide Hon'ble NCLT order dated
03.06.2024. The Interim Resolution Professional has been
appointed as per the provisions of IBC, who was later
confirmed as the Resolution Professional (RP). The powers of
Board of Directors stand suspended as per provisions of IBC
and such powers stands entrusted to and being exercised by
the RP so appointed. The management & operations of the
Company are being managed by RP on a Going Concern
Basis as per provisions of IBC.

The RP of the Company is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these Standalone

JAIPRAKASH

Financial Statements that give a true and fair view of the
financial position, 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 Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. 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 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. This
responsibility also includes compliance with the requirements
of proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 and designing and implementing specific internal
controls that audit trail feature was designed and operating
effectively throughout the period of reporting.

In preparing the Standalone Financial Statements, the
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.

The RP and Management are also responsible for overseeing
the Company's financial reporting process.

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

Our responsibility is to conduct an audit of the Company's
Standalone Financial Statements in accordance with
Standards on Auditing (SAs) specified under Section 143(10)
of the Act and to issue an auditor's report. However, because
of the significance of the matters described in the “Basis for
Disclaimer of Opinion” section of this report, we were not able
to obtain sufficient and appropriate audit evidence to provide
a basis for an audit opinion on the Standalone Financial
Statements.

We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants
of India (“ICAI”) together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics.

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
Act, we give in “Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in the “Annexure A”, as required
by Section 143(3) of the Act, based on our audit we report
that:

a) As described in the “Basis for Disclaimer of Opinion”
section of this report, we sought but were unable to obtain
all the sufficient information and explanations which to the
best of our knowledge and belief were necessary for the
purpose of our audit.

b) Except for the possible effects of the matter described in
the ‘Basis for Disclaimer of Opinion' section of this report
and for the matters stated in the paragraph j(vi) below,
on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014, proper books of account as
required by law have been kept by the Company so far as
appears from our examination of those books.

c) Read with the matters described in “Basis for Disclaimer
of Opinion” section of this report, 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) Except for the possible effects of the matters described
in the “Basis for Disclaimer of Opinion” section of this
report, the aforesaid Standalone Financial Statements
comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) The matters described under the “Basis for Disclaimer
of Opinion”, “Material Uncertainty Related to Going
Concern” and “Emphasis of Matter” section of our
report, in our opinion, may have an adverse effect on the
functioning of the Company.

f) Regarding qualification/disqualification of Directors under
Section 164 (2) of the Act as on 31.03.2025; the Company
has been admitted into CIRP in terms of the provisions
of the IBC vide Hon'ble NCLT order dated 03.06.2024.
The Interim Resolution Professional has been appointed
as per the provisions of IBC, who was later confirmed as
the Resolution Professional (RP). The powers of Board of
Directors stand suspended as per provisions of IBC.

g) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated in
“Basis for Disclaimer of Opinion” section of this report, the
paragraph (b) above on reporting under section 143(3)(b)
of the Act and paragraph j(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014.

h) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”. Our report expresses
a Disclaimer of Opinion on the adequacy and operating
effectiveness of the Company's Internal Financial Controls
over financial reporting.

i) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the company to its directors during
the year, prior to commencement of CIRP is in accordance
with the provisions of section 197 read with Schedule V of

the Act. Thereafter, there are possible effects of matters
described in “basis of disclaimer of opinion” section
of this report, and the Company been admitted into
CIRP in terms of the provisions of the IBC vide Hon'ble
NCLT order dated 03.06.2024. The Interim Resolution
Professional been appointed as per the provisions of IBC,
who was later confirmed as the Resolution Professional
(RP) and powers of Board of Directors stand suspended
as per provisions of IBC. Based on explanations and
representations provided, post initiation of CIRP the
director's salary is being paid as approved/ratified by
CoC and RP in terms of section 28(1)(f) of IBC.

j) With respect to the other matters included in the Auditor's
Report in accordance with Rule 11 of the companies
(Audit and Auditors) Rule, 2014, in our opinion and to the
best of our information and according to the explanation
given to us:

i. Except for the possible effects of the matters
described in the “Basis for Disclaimer of Opinion”
section of this report, the company has disclosed
the impact of pending litigation as on 31st March
2025, on its financial position in its Standalone
Financial Statements - Also Refer Note No. 33 to the
Standalone Financial Statements.

ii. Except for the possible effects of the matters
described in the “Basis for Disclaimer of Opinion”
section of this report, the Company did not have any
long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company during the
year ended on March 31,2025.

iv. (a) The management has represented to us that,

to the best of management's knowledge and
belief, other than as disclosed in the notes to
the accounts, no funds 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 or entity, 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 to us that,
to the best of management's knowledge and
belief, other than as disclosed in the notes to
the accounts, no funds have been received
by the company from any person or entity,
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; and

(c) According to the information and explanations
given to us and based on our examination
of the records of the company, nothing has
come to our notice that has caused us to
believe that the representations made above
in Point no. iv(a) and iv(b) contain any material
misstatement.

v. The company has not declared or paid any dividend
during the year.

vi. Based on our examination which included test
checks, except for the instances mentioned below,
the company has used an accounting software for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the respective software:

• The audit trail feature was not enabled
throughout the year for the relevant table at
application level and there is no mapping
performed to ensure completeness of audit
trail on all applicable tables at application
level for the software used for maintaining the
books of accounts of the Company except
Hotel Division of the Company;

• Privileged access to specific users to make
direct changes to audit trail setting have been
given for the software used for maintaining the
books of accounts of the Company except
Hotel Division of the Company; and

• The feature of recording audit trail (edit log)
facility was not enabled for the software used
for maintaining the books of accounts of Hotel
Division of the Company. Consequently, there
was no audit trail maintained for transactions
recorded in the software used for maintaining
the books of accounts of the Hotel Division of
the Company for the whole year.

Further, for the software where audit trail (edit log) facility was
enabled and operated throughout the year for the respective
accounting software, we did not come across any instance of
the audit trail feature being tampered with.

Additionally, the audit trail, to the extent maintained ,has been
preserved by the Company as per statutory requirements for
record retention.

For DASS GUPTA & ASSOCIATES
CHARTERED
ACCOUNTANTS
Firm Registration No. 000112N

(CA NAVEEN ND GUPTA)
PARTNER

Date: 30.06.2025 Membership No. 093777

Place: Noida UDIN: 25093777BMJKHT1745