Equity Analysis

To,

The Members of

Your Board of Directors are pleased to present the 25^th (Twenty-Fifth) Annual Report of J. Kumar Infraprojects Limited ("your Company"/ "JKIL") along with the Audited Financial Statements for the Financial Year ended March 31, 2024. A brief summary of your Company's financials during the year ended March 31, 2024 is given below:

1. Standalone & Consolidated Financial Results:

( H in Crore)

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

Record revenue from operations of H48,79.21 crores

EBITDA of H704.06 crores

Profit after tax of H328.59 crores

Highest ever contracts awarded worth H11,810 crores in FY 24

Gross debt equity ratio within comfort level at 0.22x as on Mar 31, 2024

Net debt equity ratio at 0.04x as on Mar 31, 2024

Rated ICRA A+/ Stable for Fund based and Non Fund based limits

Consistent Increase in Revenue & Order Book with a CAGR of ~22% (2008 – 2024)

Secured Goregaon Mulund Link Road Project (Road Tunnel) - Rs.3,088 Cr.

Bagged Chennai Elevated Corridor Package 1 to 4 – Rs. 3,570 Crores

Bagged Versova – Dahisar Costal Road - Package B (Bangur Nagar to Mindspace Malad) – Rs. 1,278 Croresdiameter of Tunnel Boring Machine which is going to be the largest diameter TBM driven Road Tunnel Project in INDIA

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 H11,810 Crores (excluding GST). As of March 31, 2024, the aggregate value of orders on hand stands at H21,011 Crores.

3. SUBSIDIARY, ASSOCIATE / JOINT VENTURE COMPANIES:

Pursuant to the provisions of Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 your Company has one associate Company namely J. Kumar - NCC Private Limited, with effect from 13^th October, 2023, wherein the Company is holding 49% of the share capital.

Your Company has 21 joint operations, refer to Note No. 33 to the Audited Financial Statements in this Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Associate Companies is prepared in Form AOC-1 and is attached to the Financial Statements of the Company.

During the year under review National Company Law Tribunal vide its order dated January 16, 2024 approved the acquisition of M/s. Pranav Construction Systems Private Limited, a Company under the Corporate Insolvency Resolution Process.(CIRP) The approved Resolution Plan will be implemented through a Special Purpose Vehicle with Odette Engineers Private Limited on 13^th March, 2024 for which share subscription agreement executed wherein your Company holds 85% of the equity share capital.

However, the implementation of the aforesaid resolution plan is subject approvals from the Hon'ble National Company Law Appellate Tribunal (NCLAT) and / or any other regulatory authority under applicable laws.

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 H43.43 for the year ended March 31, 2024.

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 a dividend of H4.00 (80%) per equity share of H5/- 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, 2024.

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 H30.27 Crores out of profits of your Company for the current year, vis ? vis H26.48 Crores paid for FY 22-23. The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid in compliance with applicable provisions of Companies Act 2013 ("the Act").

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.jkumar.com/pdf/policies/dividend-distribution-policy.pdf

7. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:

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 23-24, your Company has transferred a sum of H2,16,506/- (Rupees Two Lakhs Sixteen Thousand Five Hundred and Six only) to Investor Education & Protection Fund ("IEPF") related to 2015-16, the amount which was due and payable and remained unclaimed and unpaid for a period of 7 (seven) years.

Further 1,297 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 26, 2023 (date of Last Annual General Meeting) on the website of your Company https://www.jkumar.com/ unpaid-dividend.html as also on the Ministry of Corporate Affairs website.

In 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.

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this 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, 2024 was H37.83 Crores. The Company has neither issued any shares nor has granted stock options or sweat equity during the financial year. As on March 31, 2024, 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, 2024 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.

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.

In 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 23-24 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 January 30, 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 H5.20 Crores (Rupees Five Crores Twenty Lakhs Only) towards CSR expenditure for the Financial Year ending as on March 31, 2024.

As mandated under section 135 of the Act, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of the Annual Report. Corporate Social Responsibility Policy of your Company is available on the website of your Company: https://www.jkumar.com/corporate-social-responsibility. html

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.

Your Company also has Risk Management Policy and framework in place which defines roles and responsibilities at various levels of the risk management process.

Risk Management Committee ("RMC") oversees the implementation of Risk Management Policy as well as risk management and mitigation framework. Risks are categorized into Regulatory, Competition, Cyber Security including Data Security, Economic & Political Environment, Environmental, Social & Governance Risks and other critical risks.

The Chief Risk Officer engages with all functional all heads to identify internal and external events that may have an adverse impact on the achievement of Company's objectives and periodically monitor changes in both internal and external environment leading to emergence of a new threat/risk.

Risk Management Policy of your Company can be accessed at https://www.jkumar.com/pdf/policies/j-kumar-risk-management-policy.pdf

There were no cyber security incidents or breaches or loss of data or documents during the Financial Year 2023-24.

In 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, 2024 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.

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 behavior, 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.jkumar.com/pdf/policies/whistle-blower-policy-jki.pdf During the year under review, your Company has not received any complaint(s) under the said policy.

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, 2024. Nomination & Remuneration Committee 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

Your Company's policy on appointment of Directors can be accessed from the website of your Company: https://www. jkumar.com/pdf/policies/code-of-conduct-for-directors-and-senior-management.pdf Policy for the appointment of Person as "Director" and evaluation of Directors and Senior Management Personnel, of your Company can be accessed at https://www. jkumar.com/pdf/policies/policy-on-the-appointment-of-person-as-director-and-evaluation-of-directors-and-senior-management-personnel.pdf which sets out guiding principles for selection of persons who are qualified to become Directors/Independent Directors.

The objective of Policy for Nomination and Remuneration of Directors and Employees is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel ("KMP") and Senior Management employees and the said policy can be accessed at https://www.jkumar.com/ pdf/policies/nomination-and-remuneration-policy.pdf

Pursuant to the provisions of Section 152 of the Act, Dr. Kamal J. Gupta (DIN: 00628053), 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.

Pursuant to the provisions of Section 149, 150, 152 of the Act read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Act, (including any statutory modifications or re-enactment thereof for the time being in force), and on the recommendation of the Nomination and Remuneration Committee of your Company the Board of Directors, have approved the appointment of Mr. Ramesh Choubey (DIN: 10545097) as Non-Executive Independent Director, with effect from March 28, 2024 , Mr. Pravin Ghag as Director (Administration and Compliances) (DIN: 10566207) with effect from March 28, 2024.

The Members of your Company have approved the appointment of Mr. Ramesh Choubey (DIN: 10545097) as Non-Executive Independent Director, with effect from March 28, 2024, Mr. Pravin Ghag as Director (Administration and Compliances) (DIN: 10566207) with effect from March 28, 2024 vide the Postal Ballot Notice dated March 28, 2024 and the report from the Scrutinizer dated May 16, 2024.

The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on March 28, 2024, recommended and approved the re-appointment and payment of remuneration to Mr. Jagdishkumar M. Gupta (DIN: 01112887) as Whole-time Director- Executive Chairman, Mr. Kamal J. Gupta (DIN: 00628053) as Managing Director and Dr. Nalin J. Gupta (DIN: 00627832) as Managing Director of your Company for a further period of 5 years with effect from May 20, 2024 till May 19, 2029, (both days inclusive).

The Company sought shareholders approval vide Postal Ballot Notice dated March 28, 2024 and on May 16, 2024, the Members approved the re-appointment and the payment of remuneration of Mr. Jagdishkumar M. Gupta (DIN: 01112887) as Whole-time Director- Executive Chairman, Mr. Kamal J. Gupta (DIN: 00628053) as Managing Director and Dr. Nalin J. Gupta (DIN: 00627832) as Managing Director of your

Company for a further period of 5 years with effect from May 20, 2024 till May 19, 2029, (both days inclusive) Declaration by Independent Directors and Senior Management Personnel on compliance of code of conduct: 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 23(6) 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 name of the directors of the Company are disqualified under the provisions of the Companies Act, 2013. 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.

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. jkumar.com/familiarisation.html 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.jkumar.com/ appointment-letters.html

In terms of Section 2(51) and 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, 2024:

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. Madan Biyani, Chief Financial Officer (up to 21^st February, 2024)

Mrs. Poornima Reddy, Company Secretary

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. jkumar.com/pdf/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 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.

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. The Board has constituted six 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.

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.jkumar.com/familiarisation.html

The Independent Directors met on March 28, 2024, 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.

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 www.jkumar.com

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

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.

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.jkumar.com/ pdf/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.

During the Financial Year, the Board met on eight occasions, the Audit Committee met on six occasions, the Nomination and Remuneration Committee met on two occasions, the Stakeholders Relationship Committee met on three occasions, Corporate Social Responsibility Committee met on four occasions and Risk Management Committee met on three 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.

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.

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. In the preparation of the annual accounts, for the Financial Year ended March 31, 2024, 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, 2024 and of the profit of your Company for the financial year ended March 31, 2024; iii. 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; iv. We have prepared the Annual Accounts for the year ended March 31, 2024 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.

All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm's length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company and the link for the same is https:// www.jkumar.com/

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

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.jkumar.com/pdf/policies/j-kumar-risk-management-policy.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 plans 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 endeavor, 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.

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 2023-24, the Auditors' Report on the financial statements of your Company for the financial year ended 31 March 2024 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 for the financial year ended 31 March 2024 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, 2024, 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 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.

Pursuant to the provisions of Section 204(1) of the Act, your Company has appointed M/s. Dhrumil M. Shah, Practicing Company Secretaries, (FCS: 8021 and COP: 8978) to undertake the Secretarial Audit of the records and documents of your Company for the financial year ended March 31, 2024. For the Financial Year ended March 31, 2024 the Secretarial Audit Report pursuant to the said Section and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, in Form MR-3 is annexed here to and forms part of this Report "Annexure - B". The Secretarial Auditors' Report to the Members of your Company for the Financial Year ended March 31, 2024 does not contain any qualification(s), reservation or adverse observations.

The Annual Secretarial Compliance Report issued in terms of Regulation 24A of the Listing Regulations forms part of the Annual Report and has been submitted to the stock exchanges within 60 days of the end of the financial year. During the Year 2024, your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

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, (ICAI Registration No. of the Firm: 01652N) as Internal Auditors of your Company for the Financial Year 2023-24. 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.

On the recommendation of the Audit Committee, the Board of Directors appointed M/s. Vaibhav Joshi

& Associates., Cost & Management Accountants, (Membership Number: 15797) (Firm Registration Number: 101329) as the Cost Auditors of your Company for conducting the audit of the cost records maintained by your Company for the Financial year 2025. M/s. Vaibhav Joshi & Associates., Cost & Management Accountants, have confirmed that they are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status. Further, a resolution seeking members' approval for the ratification of remuneration payable to the Cost Auditors for the Financial Year 2025 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 25^th Annual General Meeting of your Company and the same is recommended for your consideration and approval.

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.

In 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, 2024 is available on the website of your Company at http://www.jkumar.com/annual-return/annual-return-2023-2024

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.

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.

In 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.

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:

In 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, 2024, impacting the going concern status of your Company and Companies operation in future.

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 24-25 to NSE and BSE.

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.jkumar.com/pdf/investorTradingCaution/ investorcaution.pdf

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, 2024, the Company has not received any complaints pertaining to Sexual Harassment.

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited with a rating of A+/ (Stable) for fund based limits and A+ (Stable) 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.

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

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.

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.

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.

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. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue 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. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors' Report of your Company.

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 cooperation, faith and support reposed in your Company and look forward for the same in equal measure in the coming years.

Your Directors would like to place on record their sincere appreciation for the dedicated efforts and consistent contributions made by the employees at all levels to ensure that your Company continues to grow and excel.

Report of Corporate Social Responsibility

[Pursuant to Section 134 (3)(c) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. Brief outline on Corporate Social Responsibility Policy of the Company:

Corporate Social Responsibility ("CSR") at J. Kumar Infraprojects Limited (The Company) stems from the ideology of providing sustainable value to the society. It lays emphasis on contributing in the fields of healthcare, education, reducing inequalities, promotion of sports and other areas prescribed under Schedule VII of the Companies Act, 2013, ("the Act"), for development & upliftment of the underprivileged and economically backward groups.

Your Company being an EPC Company, believes in "Building India's Social Infrastructure" has a strong presence across India and being a dominant player in the construction sector believes in giving back to the society and to honor its social responsibility. Your Company undertook various activities during the year under review in line with its CSR Policy and as prescribed in Schedule VII to the Act.

Apart from long term ongoing projects, the Company has undertaken various other programme and projects under its CSR Policy for promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects and the CSR activities of the Company are carried out directly.

2. Composition of the CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company:

https://www.jkumar.com/table.html https://www.jkumar.com/pdf/policies/corporate-social-responsibility-policy.pdf https://www.jkumar.com/pdf/CorporateSocialResponsibility/annual-action-plan-2023-24.pdf

4. Provide the details of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of Rule 8, if applicable.: Not Applicable

5. Details of the amount available for Set O_ in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for Set O_ for the Financial

Year, if any: The Company is spending as per the norms prescribed by the Regulations/Act.

6. (a) Average net Profit of the Company as per section 135(5): H 24,827.15 Lakhs

7. (a) Two percent of average net Profit of the company as per section 135(5): H496.55 Lakhs

Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

Amount required to be set o_ for the financial year, if any: None Total CSR obligation for the financial year [(7(a)+(7b)-(7c)]: H496.55 Lakhs

8. (a) CSR amount spent or unspent for the Financial Year:

Total amount spent on CSR during the year was H520.00 Lakhs and was more than CSR obligation of the Company. Hence there was no unspent amount for the year.

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable (c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: Not Applicable (f) Total amount spent for the Financial Year (8b+8c+8d+8e): H520.00 Lakhs (g) Excess amount for set o_, if any:

I. Two percent of average net Profit of the Company as per Section 135(5): H496.55 Lakhs II. Total amount spent for the Financial Year: H520.00 Lakhs

III. Excess amount spent for the financial year [(ii)-(i)] H23.45 Lakhs

IV. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any: NIL V. Amount available for set o_ in succeeding financial years [(iii)-(iv)]

9. (a) Details of Unspent CSR amount for the preceding three financial years:

None

year(s): No project qualifies as ongoing project in the preceding Financial Year.

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable 11. Specify the reason(s), if the Company has failed to spend two per cent of the average net Profit as per section 135(5): Not Applicable

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by J. Kumar Infraprojects Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not applicable as there was no reportable event during the financial year under review d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as there was no reportable event during the financial year under review g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not applicable as there was no reportable event during the financial year under review i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; We have also examined compliance with the applicable clauses of the followings: i) Secretarial Standards issued by the Institute of Company Secretaries of India; ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied, with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except where consent of the directors was received for scheduling meeting at a shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting; All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that based on the review of the compliance mechanism established by the company and on the basis of Compliance certificate(s) issued by various departments and taken on record by the Board of Directors at their meetings, we are of the opinion that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events/ actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Disclosure under Section 197 (12) and Rule 5 (1) of the Companies(Appointment and Remuneration of the Managerial Personnel Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year ended March 31, 2024 and the percentage increase in remuneration of each Executive Director, Non-Executive Director, Chief Financial Officer, Company Secretary, in the Financial Year ended March 31, 2024:

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration. (ii) The percentage increase/(decrease) in the median remuneration of employees in the financial year: 24% (iii) The number of permanent employees on the rolls of company is 7,335

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: (v) Average increase/decrease in the remuneration of all employees excluding KMPs is 12-13% (vi) Average Increase /(decrease) in the remuneration of KMPs: - 7% (vii) Justification: KMP salary are decided on the Company's performance, individual performance and inflation.

(viii) Comparison of each remuneration of the Key Managerial Personnel is against the performance of the Company: Each KMP is granted salary based on his/her qualification, experience, nature of job, earlier salary and many other factors, comparison of one against the other is not feasible. The performance of the Company has been quite satisfactory this year.

(ix) Affirmation that the remuneration is as per the remuneration policy of the company: Your director affirm that the remuneration is as per the Nomination and Remuneration Policy of the Company.