Jaiprakash Power Ventures Limited
Report on the Audit of the Standalone Financial Statements Qualified Opinion
We have audited the accompanying standalone financial statements of Jaiprakash Power Ventures Limited (“the Company”), which comprise the Balance sheet as at March 31, 2026, 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, 2026, 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 RP 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, 2025 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 the extend 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 noncompliance of SEBI Circular dated 17th April, 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 in para (a) above, 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. 578 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.
(c) Note no. 59(f) of the standalone financial statements regarding non provision against the recompense claim amount of Rs. 5,69,651 lakhs claimed by the lenders (ICICI bank as lead). As stated in the said note, the Company has challenged the amount demanded and advised ICICI bank to explain basis for amount so demanded. Management of the Company believes that based on present free cash flow situation and taking into consideration the extent RBI guidelines, nothing is payable/due as on 31st March, 2026. Further in the opinion of the management, impact if any, will not be material, on the state of affairs as same is recoverable, under PPAs as stated in the note no. 59(f). In the opinion of the management, impact, if any, cannot be ascertained.
(d) Note no 66(a) of the standalone financial statements regarding the Company has recognized Minimum Alternate Tax (MAT) Credit Entitlement aggregating to Rs. 26,596 Lacs as at March 31, 2026 (including MAT credit recognition of Rs. 14,078 lacs of current year) for the reasons as stated in the said note, the Company has elected to continue under the regular / old tax regime for current financial year and onwards.
Had the Company complied with the recognition requirements of Ind AS 12 - Income Taxes, the MAT Credit Entitlement of Rs. 26,596 lacs would not have been recognised, and consequently, Tax Expense for the year
would have been higher, and Retained Earnings as at 31 March 2026 and the Net Profit After Tax for the year ended 31 March 2026 would have been lower by Rs. 26,596 lacs.
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. 47,148 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 201415 to 2019-20 respectively) against which UPPCL has also hold back Rs. 39,183 lakhs (including carrying cost of Rs. 18,287 lakhs up to 31st March, 2026). 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) of accompanying financial statements) and the amount deducted / retained by UPPCL of amounting to Rs. 39,183 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 (31st March, 2025 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 favorable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March, 2025 Rs. 6,685 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable.
(c) As stated in note no. 59(a)(i) & 59(c) of the audited standalone financial statements regarding pending confirmations/reconciliation of balances of certain secured [including interest recompense, note no 44 (g) of the audited standalone financial statement for the year ended 31st march, 2025] and unsecured borrowing, trade receivables and trade payables (including MSME parties, CHAs and of Sub-contractor [read with note no. 54 of the accompanying 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 stated note, internal control is being strengthened through process automation (including for as stated in note no. 59(b) regarding of fuel procurement and consumption accounting processes which are in process of further strengthening (and for accounting of certain expenditure as stated in the note no. 59(a) for the reasons stated therein). 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 served by DMG of Rs. 8,55,704 lakhs to the Company for recovery against alleged illegal extraction and sale of sand as stated in the said note (and also FIRs with police has been filed by the DMG against the officials of the Company and the Company). As stated in the said note, sand mining Contracts were carried out by Sub-contractor 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 said note against the demand notices of DMG of Rs. 2,21,654 lakhs the Hon'ble High Court of Andhra Pradesh has granted stay and for/against the show cause notices the Company has submitted its reply with DMG. As stated in the said note and the reasons as explained by the management, the demands of DMG for alleged extraction and sale of sand are without any cogent basis. Further the Company has been legally advised and in view/ opinion of the management, it has creditable case, as stated in the said note, in its favour. Further as stated in note no. 54(b) in the opinion of the management there is no need to make any provision against stated demands of DMG and there will be no impact on the state of affairs of the Company on final decision. Further, Board has also noted that above demand(s) of DMG for alleged extraction and sale of sand are without any cogent basis and considering the fact that stated contracts were carried out by subcontractor on back to back basis; hence there is no need for any amount to be provided for in this regard.
(ii) As stated in note no. 54(b)(ii) of the standalone financial statements read with note no. 54(a), balance of sub-contractor is subject to confirmation and reconciliation as on 31st March, 2026. Further, as stated in the said note [54(b)(ii] purchases, sale and inventory were accounted for based on details/ statement as made available by the sub-contractor. As stated in the note, management believes that there will be no impact of above stated demands on the profit for the period and state of affairs of the Company, on final reconciliation/ confirmation.
(e) As stated in note no. 47 of the 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) for the reasons stated in the said note; and also for non-compliance of SEBI circular no. CIR/CFO/POLICY CELL/2/2014 dated April 17, 2014 (as updated) 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 stated order on the state of affairs of the company and profit for the year ended 31st March, 2026 and on the state of the affairs.
(f) As stated in note no. 59(e) of the standalone financial statements, Hon'ble Delhi High Court has ordered the Company to deposit Rs. 24,909 lakhs in respect of dispute with a party a party as stated in the said note. As stated in the note no. 59(e) the Arbitral Tribunal ordered awards against the Company. As stated in the said note, the management believes that against the dispute no additional amount is required to be provided for as carry over provision in books against the due liability has been reasonably assessed.
Our opinion is not modified in respect of above stated matters in para (a) to (f).
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 31,2026. 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:
Description of Key Audit Matter
Audit procedure to address the key audit matter
Accounting for revenue
Company’s power sales revenues are accounted for in accordance with provisional/ multi-year tariff orders and sometime based on past provisional approved/notified tariff rates determined by regulator which are subject to true up. The method of determining such tariff is complex and judgmental and requires estimates and assumptions with respect to the annual capacity charges consisting of depreciation, interest on loan, return on equity, interest on working capital and operation & maintenance expenses etc. which may vary and require adjustments at the time of true up and may have significant impact on the revenue (Note no. 31 and 61 of the standalone financial statements).
Our procedures included:
1. Considering the Company’s accounting policies with respect to accounting of the true up adjustments;
2. Reviewed past completed assessment/ final price determination;
3. Assessing the appropriateness of the Company’s revenue recognition accounting policies in line with Ind AS 115 (“Revenue from Contracts with Customers”) and the testing thereof.
4. Where relevant internal assessment, reading external legal advice obtained by management;
5. Meeting with Sr. management/officials and reading subsequent correspondence including regulatory orders issued by the concerned authority from time to time;
6. Verification of basis for the raising invoices (including for the earlier period) and realization made against the same with the orders of the regulators; and
7. Reading the loan agreements with the lenders to assess applicable interest rate and other charges and/or other terms/ conditions of such agreements.
8. Performing analytical procedures on current year revenue based on the monthly/seasonal trends and where appropriate, conducting further enquiries and testing.
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, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31st, 2026 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, 2026.
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 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,2026, 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) privileged access including debug access was not restricted to authorized users and (c) in the absence of sufficient and appropriate audit evidence, we are unable to comment on whether audit trail feature was operated throughout the year to log any direct changes at database. 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, 2026 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
(Shyamal Kumar)
Partner
Membership No: 509325
UDIN: 26509325YGQRIN4932
Place: New Delhi
Date: 04th May, 2026