Your Board of Directors is pleased to present the 26^th (Twenty-Sixth) Annual Report of J. Kumar Infraprojects Limited ("your Company"/
"JKIL") along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

A brief summary of your Company's financials during the year ended March 31, 2025 is given below:

1. STANDALONE & CONSOLIDATED FINANCIAL RESULTS:

Note:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of
the financial year and the date of this report.

2. Previous year's figures have been regrouped/rearranged wherever considered necessary.

3. There has been no change in the nature of business of your Company

Some of the key highlights of the year were:

Performance:

• Record revenue from operations of ' 5,693.49 crore

• EBITDA of ' 826.40 crore

• Profit after tax of ' 390.45 crore

The key aspects of your Company's operational performance during the FY 25 are as follows:

• Contracts awarded worth ' 4,700 crore in FY 25

• Gross debt equity ratio within comfort level at 0.23 as on Mar 31,2025

• Net debt equity ratio at (0.08) as on Mar 31,2025

• Rated ICRA A / Positive for Fund based and Non Fund based limits

• Consistent Increase in Revenue & Order Book with a CAGR of 17% (2008 - 2025)

Key Order Wins- FY 25

• Elevated road in Thane city from Anand Nagar to Saket on eastern express Highway - 1,848 crore

• Mula river Wakad bypass to Sangvi bridge from M/s. Pune Municipal Corporation - 298 crore

• Development of Hari Nagar Colony of Delhi Transport Corporation (DTC) - 521 crore

• Silicon City Phase-IV Group housing - 910 crore

• Borivali-Virar Stations of Western Railway Under Mumbai Urban Transport Project (MUTP)- Phase IIIA - 102 crore

• Design and Construction of Coastal Road from Jalmarg Sector-16, Kharghar to PMAY Housing scheme near Kharghar Railway Station - 1,021 crore
The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which
forms part of this Annual Report.

2. REVIEW OF OPERATIONS OF YOUR COMPANY:

Your Company is a pure play EPC Company having a niche
in construction of Urban Infra Projects including Metros,
Flyover, Bridges etc. It is renowned for undertaking design
and construction projects on a turnkey basis meeting their
clients' requirements. JKIL is focused on EPC projects, having
strong foothold in various sectors like Urban Infrastructure,
Transportation Engineering, Piling & Civil Construction etc.

During the year under review, your Company has received
new contracts of approximately ' 4,700 crore (excluding
GST). As of March 31, 2025, the aggregate value of orders
on hand stands at ' 22,238 crore.

3. SUBSIDIARY, ASSOCIATE / JOINT VENTURE
COMPANIES:

Your Company has 26 joint operations, one Associate
Company and one Subsidiary Company, refer to Note No. 33
to the Audited Financial Statements in this Annual Report.

During the year 2023-2024, the National Company Law
Tribunal vide its order dated January 16, 2024 had approved
the Resolution Plan of Your Company in acquiring Pranav
Construction Systems Private Limited, a Company under
the Corporate Insolvency Resolution Process (CIRP). The
approved Resolution Plan provided an option to implement
the Resolution Plan through a Special Purpose Vehicle.
Accordingly, Your Company had entered into a Share
Purchase cum Share Holders' Agreement (Agreement)
with Odette Engineers Private Limited on March 13, 2024
to acquire and hold 85% of the equity share capital of
Odette Limited in order to implement the duly approved
Resolution Plan.

However, while the Agreement was duly executed and
therefrom, the duly approved Resolution Plan was also
implemented through Odette Engineers Private Limited,
as per the terms of the Agreement, the implementation
of the said Agreement, the implement of the said
Agreement was subject to the outcome of the Appeal filed
by Revive Realty Limited, wherein it had challenged the
Resolution Plan before the Hon'ble National Company Law
Appellate Tribunal.

However, due to the lapse of considerable time without
any outcome, after due consideration, the parties mutually
decided to implement the terms of the Agreement. As on
date, Your Company is holding 85% of the equity share
capital of Odette Engineers Private Limited.

The Company will provide the Financial Statements of
the Subsidiary Company and the related information to
any member of the Company who may be interested
in obtaining the same. The financial statements of the
Subsidiary Company will also be available for inspection in
electronic mode. Members who wish to inspect the same
are requested to write to the Company by sending an
email to secretarial@jkumar.com. The Financial Statements

of subsidiary are also hosted on the website of the
Company at https://www.jkumar.com/storage/reportFile/
q4-quarterly&yearly-result-2024-2025.pdf

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") your Company has prepared
Standalone and Consolidated Financial Statements of
your Company.

4. EARNINGS PER SHARE (EPS):

The Basic EPS of your Company stood at ' 51.70 for the
year ended March 31, 2025.

5. TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire
amount of profit in the profit and loss account. Accordingly,
your Company has not transferred any amount to the
reserves during the current financial year.

6. DIVIDEND:

Your Company has a consistent track record of
dividend payment.

Continuing with this trend and in line with the Dividend
Distribution Policy of your Company, your Directors are
pleased to recommend of ' 4/- (80%) per equity share
of ' 5/- each payable to those shareholders whose name
appear in the Register of Members as on the Book Closure
/ Record date for the financial year ended March 31, 2025

The dividend is subject to the approval of shareholders at
the ensuing Annual General Meeting (AGM). The total
outflow on account of equity dividend will be ' 30.27 crore
out of profits of your Company for the current year, vis a vis
' 30.27 crore paid for FY 23-24. The dividend if approved by
the members at the forthcoming Annual General Meeting,
will be paid in compliance with applicable provisions of
the Act.

DIVIDEND DISTRIBUTION POLICY:

The dividend recommended is in accordance with your
Company's Dividend Distribution Policy.

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI Listing Regulations is available on your
Company's website at https://www.ikumar.com/storage/
reportFile/policies/dividend-distribution-policv.pdf

7 TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND & UNCLAIMED DIVIDEND:

Your Company sends intimations to all shareholders whose
dividends are unclaimed so as to ensure that they receive
their rightful dues. Efforts are also made to co-ordinate

with the Registrar and Share Transfer Agents to locate the
shareholders who have not claimed their dues.

During the FY 24-25, your Company has transferred a
sum of ' 1,26,668 (Rupees One Lakh Twenty Six thousand
Six Hundred and Sixty-Eight only) to Investor Education &
Protection Fund ("IEPF") related to 2016-17, the amount
which was due and payable and remained unclaimed and
unpaid for a period of 7 (seven) years.

Further 1186 number of equity shares (corresponding
shares) pertaining to such unclaimed or unpaid dividend has
also been transferred to the IEPF Authority in compliance
with the provisions of Section 124 of the Act read with
Regulation 6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time.

Your Company has uploaded the details of unpaid and
unclaimed amounts lying with your Company as on
September 24, 2024 (date of Last Annual General Meeting)
on the website of your Company https://www.jkumar.com/
storage/reportFile/JKIL IEPF NOTICE LIST FIN DIV 1718.
jadf

I n pursuance of Regulation 39 read with Schedule VI of
the SEBI Listing Regulations, the details of shares lying
in unclaimed suspense account and unclaimed shares/
dividend transferred to Investor Education and Protection
Fund, are provided in the Report on Corporate Governance,
forming a part of the Annual Report.

8. SHARE CAPITAL:

During the year under review, there was no change in the
authorized and paid-up share capital of your Company.

The paid-up share capital as on March 31, 2025 was ' 37.83
crore. The Company has neither issued any shares nor has
granted stock options or sweat equity during the financial
year. As on March 31, 2025, 99.99 % of the total paid-up
capital of your Company stands in the dematerialized form.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, details of Loans, Guarantees
and Investments covered under the provisions of Section
186 of the Act read with Companies (Meetings of Board
and its Powers) Rules, 2014 as at March 31, 2025

The particulars of Loans, Guarantee and Investments made
during the year under review, are given in the notes forming
part of the financial statements in the note no. 5 & 10
of the Audited Financial Statements forming part of the
Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Part B of Schedule V of
the (SEBI Listing Regulations), a review of the performance
and future outlook of your Company and its businesses,
as well as the state of the affairs of the business, along
with the financial and operational developments have been
discussed in detail in the Management Discussion and
Analysis Report, which forms part of the Annual Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

I n accordance with the provisions of section 135 of the Act
read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, an Annual Report on the CSR activities of your
Company along with the CSR initiatives undertaken during
the FY 24-25 is appended to this Report as "Annexure - A".

Your Company is committed to CSR and strongly believes
that the business objectives of your Company must be
in congruence with the legitimate development needs
of the society in which it operates to foster sustainable
local development as well as extend necessary support
to the underprivileged and poor sections of the society.
Your Board had at its meeting held on August 06, 2024,
approved the Annual Action Plan of CSR activities to be
undertaken during the year in accordance with the CSR
policy of your Company.

On the recommendation of the CSR Committee, your
Company has spent an amount of ' 7,60,00,000 crore
(Rupees Seven crore Sixty Lakh Only) towards CSR
expenditure for the Financial Year ending as on March
31, 2025.

As mandated under section 135 of the Act, the Composition
of Corporate Social Responsibility Committee is given
in the Report on Corporate Governance, forming art of
the Annual Report. Corporate Social Responsibility Policy
of your Company is available on the website of your
Companv:https://www.ikumar.com/storage/reportFile/
policies/corporate-social-responsibilitv-policv.pdf

12. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY AND COMPLIANCE
FRAMEWORK:

Your Company has in place adequate financial controls
commensurate with the size, scale, and completion of its
operations. Your Company has policies and procedures
in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and
detection of frauds, the accuracy and completion of the
accounting records and the timely preparation of reliable
financial information.

13. CYBER SECURITY:

There were no cyber security incidents or breaches or loss
of data or documents during the Financial Year 2024-25.

14. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (“BRSR”):

I n compliance with the Regulation 34 (2) (f) of the SEBI
Listing Regulations read with SEBI circulars issued from time
to time, the BRSR for the financial year ended March 31,
2025 has been separately furnished in the Annual Report
and forms a part of the Annual Report. The BRSR has been
prepared in accordance with the format prescribed by SEBI.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Act and
the Listing Regulations your Company has established
a mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances to
the appropriate authority and to encourage and facilitate
employees to report concerns about unethical behaviour,
actual/ suspected frauds and violation of Company's Code
of Conduct or Ethics Policy.

The policy provides for adequate safeguards against
victimization of persons who avail the same and provides
for direct access to the Chairman of the Audit Committee.
The policy also establishes adequate mechanism to enable
employees report instances of leak of unpublished price
sensitive information. The Audit Committee of your
Company oversees the implementation of the Whistle¬
Blower Policy.

The said policy is available on your Company's website
at: https://www.ikumar.com/storage/reportFile/policies/
whistle-blower-policv-iki.pdf

During the year under review, your Company has not
received any complaint(s) under the said policy.

16. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Your Company's Board consists of a total of eight (8)
members comprising of four Executive Directors and four
Independent Directors including one Woman Director as of
March 31, 2025. Nomination & Remuneration Committee
("NRC") has been mandated to review and recommend
appointment/s, terms of appointment / re-appointment of
Director/s and KMPs based on your Company's policies,
industry requirements and business strategies.

The details of Board and Committee composition, tenure
of directors, and other details are available in the Corporate
Governance Report, which forms part of this Annual
Report. In terms of the requirement of the SEBI Listing
Regulations, your Board has identified core skills, expertise,
and competencies of the Directors in the context of your

Company's business for effective functioning. The key skills,
expertise and core competencies of your Board of Directors
are detailed in the Corporate Governance Report, which
forms part of this Annual Report.

17. APPOINTMENT/CESSATION/CHANGE IN
DESIGNATION OF DIRECTORS:

Retirement of director by rotation:

Pursuant to the provisions of Section 152 of the Act, Dr
Nalin J. Gupta (DIN: 00627832), Managing Director of
your Company, is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM") of your Company and
being eligible, he offers himself for re - appointment.
Necessary resolution for his re-appointment is included in
the Notice of AGM for seeking approval of Members.

Additional information, pursuant to Regulations 36(3) of the
Listing Regulations and Secretarial Standard - 2 in respect
of the Director seeking re-appointment in AGM, forms a
part of the Notice. The Board of Directors recommends his
re- appointment for your approval.

Based on the disclosures received by them, none of the
Directors of your Company are disqualified/debarred for
being appointed as Directors as specified in Section 164(2)
of the Act and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Your Company has received and taken on record the
declarations from all the Independent Directors of your
Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act,
sub rule (1) and (2) of Rule 6 of Companies (Appointment
and Qualification of Directors) Rules, 2014 as amended and
Regulation 16(1)(b) of the Listing Regulations.

Based on the confirmation/disclosures received from the
Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent:

Mr. Raghav Chandra, Mr. Sidharath Kapur, Mr. Ramesh
Kumar Choubey and Mrs. Archana Surendra Yadav.

There has been no change in the circumstances affecting
their status as Independent Directors of your Company.

The Independent Directors have also given declaration of
compliance with Section 150 of the Act and Rule 6(1) and
6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing
in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

Also, Senior Management Personnel, including Executive
Directors have submitted their disclosures under Regulation
26 (3) of the Listing Regulations, confirming compliance
with the Code of Conduct for Directors and Senior
Management Personnel. The Board is of the opinion that

the Independent Directors possess requisite qualifications,
experience and expertise in the fields of operations, finance,
strategy, risk management and they hold high standards
of integrity, skill set, expertise & competencies matrix of
all the Directors is provided in the Report on Corporate
Governance forming part of this Annual Report.

During the year none of the Directors of the Company
are disqualified under the provisions of the Act. In line
with the requirements of Regulation 25 (10) of the listing
Regulations, the Company has in place a Director's and
Officer's Liability.

The Code of Conduct for Directors and Senior Management
Personnel can be accessed at https://www.jkumar.com/
storage/reportFile/policies/code-of-conduct-for-directors-
and-senior-management.pdf

Familiarization Programme:

In terms of Regulation 25 of the SEBI Listing Regulations your
Company undertakes a familiarization programme for the
Independent Directors to familiarize them with their roles,
rights and responsibilities as Independent Directors, nature
of the industry, the operations of your Company, business
model, risk management etc. The details of the programme
are hosted on your Company's website at: https://www.
ikumar.com/storage/reportFile/familiarisation-2024-25.pdf

Your Company issues a formal letter of appointment to
the Independent Directors outlining their role, functions,
duties and responsibilities, the format of which is available
on your Company's website at https://www.ikumar.com/
redirect/Appointment%20Letters

Key Managerial Personnel:

I n terms of Section 2(51) and Section 203 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel), Rules 2014 the following are the
Key Managerial Personnel of your Company as on March
31, 2025:

• Mr. Jagdishkumar M. Gupta, Executive Chairman

• Mr. Kamal J. Gupta, Managing Director

• Dr. Nalin J. Gupta, Managing Director

• Mr. Pravin R. Ghag, Director- Administration
and Compliances

• Mr. Vasant Savla, Chief Financial Officer

• Mrs. Poornima Chintakindi, Company Secretary

18. BOARD AND DIRECTOR'S EVALUATION:

Pursuant to the provisions of Section 134(3), Section 149(8)
and Schedule IV of the Act read with Regulation 17(10)
of the Listing Regulations, Annual Performance Evaluation
of the Board, the Directors as well as Committees of
the Board has been carried out, in accordance with the

Policy on Board Evaluation, criteria laid down which are in
alignment with the best corporate governance practices
and the said policy of your Company can be accessed at
https://www.ikumar.com/storage/reportFile/policies/policy-
on-the-appointment-of-person-as-director-and-evaluation-
of-directors-and-senior-management-personnel.pdf

The Board of Directors has carried out an annual evaluation
of its own performance, Board Committees, and Individual
Directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

In a separate meeting of Independent Directors,
performance of Non-Independent directors, the Board as
a whole and Chairman of your Company was evaluated,
taking into account the views of Executive Directors and
Non-Executive Directors.

The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the Board composition and structure,
effectiveness of Board processes, information and
functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee Members on
the basis of criteria such as the composition of Committees,
effectiveness of committee meetings, etc.

Further, at a separate meeting of Independent Directors,
performance of the Directors, the Board as a whole and
the Chairman of your Company was evaluated, taking
into account the views of executive directors and non¬
executive directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the Board and Committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings, etc.

19. BOARD COMMITTEES:

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various Statutory Committees.
The Board has constituted seven (7) committees, viz, Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee, Risk Management Committee
and the Committee of Directors- Management Committee
(non-statutory). All the recommendations made by these
Committees to the Board were accepted by the Board.

Details of all the Committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

20. BOARD FAMILIARISATION AND TRAINING
PROGRAMME:

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help
the Directors in keeping abreast of key changes and their
impact on your Company. Additionally, the Directors also
participate in various programmes /meetings where subject
matter experts apprise the Directors. The details of such
programmes are provided in the Corporate Governance
Report, which forms part of this Annual Report and is also
available on the website of the Company which can be
accessed at https://www.ikumar.com/storage/reportFile/
familiarisation-2024-25.pdf

21. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 25, 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independents Directors,
the Committees and your Board as a whole along with the
performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and your
Board that is necessary for your Board to effectively and
reasonably perform their duties.

22. BOARD DIVERSITY:

Your Company recognizes and embraces the importance of
a diverse board in its success. The Board has adopted the
Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is available
on your Company's website at https://www.ikumar.com/
storage/reportFile/policies/Board Diversity Policv.pdf

23. BOARD POLICIES:

The details of various other policies approved and adopted
by the Board as required under the Act and SEBI Listing
Regulations are provided in the below table:

24. AUDIT COMMITTEE:

The Audit Committee of the Board has been constituted in
terms of Regulation 18 of the SEBI Listing Regulations and

Section 177 of the Act. The constitution and other relevant
details of the Audit Committee are given in the Section
relating to Corporate Governance Report forming a part of
the Annual Report. All the recommendations made by the
Audit Committee were accepted by the Board of Directors.

25. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Act read along with
the applicable rules thereto and Regulation 19 of LODR,
the Board on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The Remuneration
Policy along with the criteria for determining the
qualification positive attributes, independence of a director
is available on the website of your Company viz: https://
www.ikumar.com/storage/reportFile/policies/nomination-
and-remuneration-policy.pdf

The Remuneration Policy for selection of Directors and
determining Directors' independence sets out the guiding
principles for the NRC for identifying the persons who
are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding
performance based on review of achievements. The
Remuneration Policy is in consonance with existing
industry practice.

26. MEETINGS:

During the Financial Year, the Board met on Six occasions,
the Audit Committee met on five occasions, the Nomination
and Remuneration Committee met on three occasions,
the Stakeholders Relationship Committee met on four
occasions, Corporate Social Responsibility Committee met
on four occasions and Risk Management Committee met
on two occasions The gap between two consecutive Board
Meetings and Audit Committee Meetings was within the
limits prescribed under Section 173 (1) of the Act and were
in accordance with the Listing Regulations.

The details of the meetings with respect to the Board and
Committee meetings and attendance there at as required
under the Secretarial Standard-1 issued by the Institute
of Company Secretaries of India have been provided in
the Corporate Governance Report forming part of this
Annual Report.

27. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS & SEBI (LODR)
REGULATIONS, 2015::

As per SEBI Listing Regulations, the Corporate Governance
Report with the Auditors' Certificate thereon, and the
Management Discussion and Analysis, the Business
Responsibility and Sustainability Report ("BRSR") form part
of the Director's Report.

Your Company has complied with the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI). Your Company has in place
proper systems to ensure compliance with the provisions
of the applicable secretarial standards issued by the ICSI
and such systems are adequate and operating effectively.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, your Directors of
your Company make the following statements in terms of
Section 134(3)(c) and Section 134(5) of the Act:

i . i n the preparation of the annual accounts, for the
Financial Year ended March 31, 2025, the applicable
Accounting Standards have been followed and there
is no material departure from the same;

ii. we have 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 your Company as
at March 31, 2025 and of the profit of your Company
for the financial year ended March 31, 2025;

i i i. we have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

i v. we have prepared the Annual Accounts for the year
ended March 31, 2025 on a going concern basis;

v. we had laid down Internal Financial Controls to
be followed by your Company and that such
Internal Financial Controls are adequate and were
operating effectively;

vi. we have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions entered into during FY 2024¬
25 were in the ordinary course of business and at arm's
length. The Audit Committee has approved the related
party transactions for FY 2024-25 and also approved
the estimated related party transactions for FY 2025-26,
as required under the law. There were no Related Party
Transactions that have any conflict of interest. Further,
during the year under review, the Company has entered
into material related party transactions for the design,
construction, and operation of a twin tunnel from Film City,

Goregaon to Khindipada (Amar Nagar), Mulund, including a
box tunnel (cut and cover) at Film City, along with electrical,

mechanical, and associated works. These transactions were
undertaken in the ordinary course of business and on an
arm's length basis, and are integral to the execution of
the Project.

The disclosure of particulars of contracts or arrangements
entered into with related parties during the financial year,
as required under Section 188(1) of the Companies Act,
2013, is provided in Form AOC-2, as Annexure-B to this
Report. The updated Related Party Transactions Policy has
been hosted on the Company's website at https://www.
jkumar.com/storage/reportFile/POLICY RPT.pdf

30. PUBLIC DEPOSITS:

Your Company has not accepted any public deposits during
the financial year under consideration.

31. RISK MANAGEMENT:

Your Company has a comprehensive Risk Management
framework that seeks to minimize adverse impact on
business objectives and ensure appropriate identification
and treatment of risks. Your Company understands the
risk evaluation and risk mitigation is an ongoing process
within the organization and is fully committed to identify
and mitigate the risk in the business. The identification of
risks is done at strategic, business and operational levels.

The Board of Directors of your Company has a Risk
Management Committee to frame, implement and
monitor the risk management plan for your Company.
Your Company has formulated and implemented a
Risk Management policy in accordance with the Listing
Regulations to identify and monitor business risk and assist
in measures to control and mitigate such risks. The same
can be accessed at the website of your Company: https://
www.ikumar.com/storage/reportFile/policies/i-kumar-risk-
management-policv.pdf

In accordance with the policy, the risk associated with your
Company's business is always reviewed and evaluated
by the management team and placed before the Audit
Committee and the Risk Management Committee. The
Committee and Board reviews these risks on a periodical
basis and ensures that mitigation plans are in place. The
Committee and Board is briefed about the identified risks
and mitigation plan undertaken.

Your Company through its Risk Management process aims
to contain the risks within the risk appetite. There are no risks
which in the opinion of the Board threaten the existence of
your Company. To further endeavour, your Board constantly
formulates strategies directed at mitigating these risks
which are implemented at the Executive Management level
and a regular update is provided to the Committee and
the Board.

32. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

M/s. Todi Tulsyan & Co., Chartered Accountants (Firm
Registration Number 002180C) as Statutory Auditors of
your Company, conducted the Statutory Audit for the
Financial Year 2024-25, the Auditors' Report on the financial
statements of your Company for the financial year ended
March 31, 2025 is enclosed with the financial statements,
which forms part of this Annual Report. Notes on financial
statement referred to in the Auditor's Report are self¬
explanatory and do not call for any further comments.

The Auditors' Report on the financial statements of your
Company and the subsidiary Company for the financial
year ended March 31, 2025 is enclosed with the financial
statements, which forms part of this Annual Report. Notes
on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.

The Auditor's Report on Consolidated and Standalone
financial statements of your Company for the Financial Year
ended March 31, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer and therefore, do
not call for any further explanations or comments from the
Board under Section 134 (3) (c) (a) of the Act.

The Statutory Auditors have not reported any instance of
fraud committed in your Company nor in the subsidiary
Company by its Officers or Employees to the Audit
Committee under section 143(12) of the Act, details of
which needs to be mentioned in this Report.

b) Secretarial Auditors and Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read
with Rules made thereunder, the Board had appointed
M/s Dhrumil M. Shah & Co. LLP (ICSI Unique Code
S2010MH130700), Practicing Company Secretaries to
conduct the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR 3 for the financial
year ended March 31, 2025, is annexed to this report as
"Annexure C" and forms an integral part of this Report. The
Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks.

The Annual Secretarial Audit Report issued by the
Secretarial Auditor in terms of Regulation 24A of the Listing
Regulations has been submitted to the Stock Exchanges
within the statutory timelines and is available on the
website of the Company https://www.jkumar.com/.

Pursuant to the amendments to the SEBI Listing Regulations,
the Board, on the recommendation of the Audit Committee,
has approved and recommended to the Members, the
appointment of M/s Dhrumil M. Shah & Co. LLP (ICSI Unique
Code S2010MH130700), as the Secretarial Auditor of the
Company, for a period of five consecutive years inclusive
of FY 2026. Brief details as required under the SEBI Listing

Regulations, are provided in the Notice of 26^th AGM. The
Directors recommend the appointment of M/s Dhrumil M.
Shah & Co. LLP (ICSI Unique Code S2010MH130700), as
the Secretarial Auditor same for approval by the Members.

c) Internal Auditors:

As per the provisions of section 138 of the Act read with
rule 13 of the Companies (Accounts) Rules, 2014, and on
the recommendation of the Audit Committee, the Board
of Directors has appointed. B.N. Kedia & Co., Chartered
Accountants, (ICAl Registration No. of the Firm: 01652N)
as Internal Auditors of your Company for the Financial
Year 2025-26. M/s. B. N. Kedia & Co., have conducted the
Internal Audit of your Company. Internal Audit Report was
presented in both, the Audit Committee Meeting and the
Meeting of the Board of Directors. No instances of fraud,
suspected fraud, irregularity or failure of internal control
systems of material nature were reported under section 143
(12) of the Act, by the internal auditors during the year.

d) Cost Audit & Records:

M/s. Vaibhav Joshi & Associates, Cost & Management
Accountants, (Membership Number: 1 5797) (Firm
Registration Number: 101329) were appointed as Cost
Auditors of your Company for conducting the audit of the
cost records maintained by your Company for the Financial
Year 2025.

On the recommendation of the Audit Committee, the
Board of Directors have appointed M/s. Kirit Mehta & Co.,
Cost Accountants, (Membership Number: 15797) as the
Cost Auditors of your Company for conducting the audit
of the cost records maintained by your Company for the
Financial Year 2026.

They have further confirmed their independent status.
Further, a resolution seeking members approval for the
ratification of remuneration payable to the M/s. Kirit Mehta
& Co. for the Financial Year 2026 in view of the provisions
of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules 2014 forms part of the notice of the
26^th Annual General Meeting of your Company and the
same is recommended for your consideration and approval.

33. REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Chapter IV read with Schedule
V of the Listing Regulations a separate section on Corporate
Governance has been incorporated in the Annual Report
for the information of the members of your Company. The
Corporate Governance Report together with the Certificate
on Corporate Governance issued by M/s. Dhrumil M. Shah,
Practicing Company Secretaries, (FCS: 8021 and COP: 8978)
confirming compliance with the conditions of Corporate
Governance as stipulated under Regulation 34 of the Listing
Regulations and the Management Discussion & Analysis
Report given in this Annual Report forms an integral part
of this report.

34. ANNUAL RETURN:

I n accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Amendment
Rules, 2022, the Annual Return in Form MGT-7 and as referred
in Section 134(3)(a) of the Act for the financial year ended
March 31, 2025 is available on the website of your Company
at https://www.ikumar.com/redirect/Annual%20Returns

35. PARTICULARS OF EMPLOYEES:

The statement of disclosure of Remuneration under Section
197(12) of the Act read with the Rule 5(1) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules") as amended from time-
to-time forms part of this report and is appended as
"Annexure D" to this report..

The provisions as contained regarding the particulars of
employees, as required under Section 197 of the Act,
read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
applicable to the Company. However, in terms of Section
136 of the Act, the Annual Report is being sent to the
shareholders and others entitled thereto, excluding the said
detail, which is available for inspection by the shareholders
at the Registered Office of your Company during business
hours on working days of your Company. If any shareholder
is interested in obtaining a copy thereof, such shareholder
may write to your Company Secretary in this regard.

36. CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION:

I n view of the nature of activities which are being carried
on by your Company, provisions regarding conservation of
energy and technology read with Section 134(3)(m) of the
Act and Rule 8(3) of the Companies (Accounts) Rules, 2014
are not applicable. However, your Company is committed to
energy conservation at every stage of its operations. Various
steps have been taken to reduce consumption of electrical
energy by monitoring the use of equipment's, machinery
etc. used in the construction. Your Company is in tune with
the changing trends of the modern technology/ machinery
to be used in its business.

37. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was Foreign Exchange revenue during the year under
review. In respect of the Foreign Exchange outgo, disclosure
of information as required under section 134 (3) (m) of the
Act read with Rule 8 (3) of the Companies (Accounts) Rules,
2014 is given in below:

38. SIGNIFICANT AND MATERIAL ORDERS:

I n view of Rule 8(5)(vii) of The Companies (Accounts)
Rules, 2014, there were no significant and material orders
passed by any Regulators or Courts or Tribunals during the
Financial Year ended March 31, 2025, impacting the going
concern status of your Company and Companies operation
in future.

39. LISTING WITH STOCK EXCHANGES:

The shares of your Company are listed on National Stock
Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). Your
Company confirms that it has paid the Annual Listing Fees
for the Financial Year 25-26 to NSE and BSE.

40. PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of Fair Disclosure
and Code of Conduct for regulating the dissemination
of Unpublished Price Sensitive Information and trading in
securities by Insiders and the same can be accessed at https://
www.ikumar.com/redirect/Insider%20Trading%20Caution

41. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has formulated a policy on Prevention of
Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company has an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual
harassment of women employees at workplace. During the
financial year ended March 31, 2025, the Company has not
received any complaints pertaining to Sexual Harassment.

42. CREDIT RATING AGENCY:

Your Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by ICRA
Limited with a rating of A /Positive for fund based limits
and A /Positive for Non Fund based limits and reaffirmed
to A1 for Commercial Paper. The detailed report on credit
ratings is covered in Corporate Governance Report, which
forms a part of the Annual Report.

43. CHANGE INTHE NATURE OF BUSINESS (IF ANY):

There is no material change in the type of business your
Company is carrying.

44. SUCCESSION PLAN:

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The NRC implements this mechanism in concurrence with
your Board.

45. MATERIAL CHANGES AND COMMITMENTS
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:

There were no reportable material changes or commitment,
occurred between the end of the Financial Year and the
date of this report, which may have any effect on the
financial position of your Company.

46. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

47. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is
required in respect of the following items, as there were
no transactions/events of these nature during the year
under review:

1. i ssue of equity shares with differential rights as to
dividend, voting or otherwise.

2. i ssue of Shares (Including Sweat Equity Shares) to
employees of your Company under any scheme.

3. significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern
status and your Company's operation in future.

4. voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under Section
67(3)c) of the Act).

5. application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

6. revision of financial statements and Directors' Report
of your Company.

48. ACKNOWLEDGMENT:

Your Directors are highly grateful for all the guidance,
support and assistance received and take this opportunity
to thank the customers, vendors, supply chain partners,
employees, Financial Institutions, Banks, Central and State
Government, Regulatory Authorities, Stock Exchanges
and all the esteemed stakeholders for their continued co¬
operation, faith and support reposed in your Company
and look forward for the same in equal measure in the
coming years.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta Place: Mumbai

Executive Chairman Date: May 20, 2025

DIN: 01112887