Your Board of Directors is pleased to present the 27th (Twenty-Seventh ) Annual Report of J. Kumar Infraprojects Limited ("your Company"/ "JKIL") along with the Audited Financial Statements for the Financial Year ended March 31, 2026.
A brief summary of your Company's financials during the year ended March 31, 2026 is given below:
1. CONSOLIDATED FINANCIAL RESULTS:
|
Particulars
|
For the Financial year ended March 31, 2026
|
For the Financial year ended March 31, 2025
|
|
Revenue from operations
|
5,723.02
|
5,693.49
|
|
Other income
|
78.08
|
33.00
|
|
Total Revenue
|
5,801.10
|
5,726.49
|
|
Profit before Interest, Depreciation, Exceptional Items and Tax
|
901.32
|
859.40
|
|
Less: Finance Cost
|
167.85
|
155.09
|
|
Profit before Depreciation, Exceptional Items and Tax
|
733.47
|
704.31
|
|
Less: Depreciation and Amortization Expense
|
195.67
|
168.83
|
|
Less: Exceptional Items
|
10.85
|
|
|
Profit Before Tax
|
529.58
|
535.48
|
|
Provision for Tax (Including earlier Year Taxation)
|
141.37
|
145.03
|
|
Profit After Tax
|
385.58
|
390.45
|
|
Share in profit after tax of an associate
|
1.32
|
0.76
|
|
Net profit after tax and share in profit of joint associates
|
386.90
|
391.21
|
|
Other comprehensive income for the year
|
4.47
|
2.66
|
|
Total comprehensive income for the year
|
391.37
|
393.86
|
|
Paid up capital
|
37.83
|
37.83
|
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:
• Revenue from operations of '5,723.03 crore
• EBITDA of '823 crore
• Profit after tax of '386.89 crore.
The key aspects of your Company's operational performance during the FY 26 are as follows:
• Contracts awarded worth Rs 1,039 crore in FY 26
• Gross debt equity ratio reduced to 0.18 as on Mar 31, 2026
• Net debt equity ratio at (0.08) as on Mar 31, 2026
• Rated ICRA A / Positive for Fund based and Non Fund based limits
• Increase in Revenue & Order Book with a CAGR of 11% (2008 - 2026)
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.
3. EARNINGS PER SHARE (EPS):
The Basic EPS of your Company stood at Rs. 51.13 for the year ended March 31, 2026.
4. 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.
5. 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 Rs_4/- (80%) per equity share of Rs.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, 2026.
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 Rs.30.27 Crores out of profits of your Company for the current year, vis a vis Rs. 30.27 Crores paid for FY 2024-25. 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").
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 athttps://www.ikumar.com/storage/ reportFile/policies/dividend-distribution-policy.pdf
6. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:
The Company sends notifications to shareholders with unclaimed dividends to ensure they receive their rightful entitlements. It also coordinates with the Registrar
and Share Transfer Agents to identify and reach out to such shareholders.
During the FY 25-26, , your Company has transferred a sum of '1,24,294/- (One Lakhs Twenty-Four Thousand Two Hundred and Ninety- Four only) to IEPF related to 2017- 18,the amount which was due and payable and remained unclaimed and unpaid for a period of 7 (seven) years.
Further 1,517 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 23, 2025 (date of Last Annual General Meeting) on the website of your Company athttps://www.ikumar. com/storage/reportFile/JKIL IEPF NOTICE LIST FIN DIV 1718.pdf
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.
7. 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, 2026 was Rs. 37.83 Crores. The Company has neither issued any shares nor has granted stock options or sweat equity during the financial year. As on March 31, 2026, 100 % of the total paid-up capital of your Company stands in the dematerialized form.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars 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, 2026 have been disclosed in the Audited Financial statements forming part of the Annual Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS:
I n accordance with Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations, a detailed review of the Company's performance, future outlook, overall business affairs, and key financial and operational
developments is provided in the Management Discussion and Analysis Report, which forms part of the Annual Report.
10. 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 25-26 is appended to this Report as "Annexure - A".
Your Company is committed to Corporate Social Responsibility (CSR) and believes that its business objectives should align with the legitimate developmental needs of the society in which it operates, thereby promoting sustainable local development and extending support to underprivileged and economically weaker sections of society. The Board, at its meeting held on July 29, 2025 approved the Annual Action Plan for CSR activities to be undertaken during the year in line with the Company's CSR Policy.
On the recommendation of the CSR Committee, your Company has spent an amount of '9,50,40,000 (' Nine Crore Fifty Lakhs Forty Thousand) towards CSR expenditure for the Financial Year ending as on March 31, 2026.
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 Companv::https://www.ikumar.com/storage/reportFile/ policies/corporate-social-responsibilitv-policv.pdf
11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY, RISK MANAGEMENT AND COMPLIANCE FRAMEWORK:
Your Company has established adequate financial controls commensurate with the size, scale, and complexity of its operations. It has defined policies and procedures to ensure the efficient conduct of business, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (“BRSR”):
I n compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026 has been separately included in the Annual Report and forms an integral part thereof. The BRSR has been prepared in the format prescribed by SEBI.
13. 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.
14. 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, 2026. 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 Report, which forms part of this Annual Report.
15. APPOINTMENT/CESSATION/CHANGE IN DESIGNATION OF DIRECTORS:
RETIREMENT OF DIRECTOR BY ROTATION:
Pursuant to the provisions of Section 152 of the Act, Mr. Pravin R. Ghag (DIN: 10566207), Executive 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 Companies Act, 2013. In line with the requirements of Regulation 25 (10) of the isting 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 athttps://www.jkumar.com/ storage/reportFile/policies/code-of-conduct-for-directors- and-senior-management.pdf
Familiarization Programme:
I n 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 websitehttps://www.ikumar.com/storage/reportFile/ FAMILIARISATION 2025-26.pdf
Key Managerial Personnel:
I n 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, 2026:
• 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
16. 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 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.
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.
17. BOARD COMMITTEES:
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.
18. INDEPENDENT DIRECTORS' MEETING:
On March 18, 2026, the Independent Directors convened a separate meeting without the presence of the Non¬ Independent Directors and members of the management. During the meeting, the Independent Directors reviewed and evaluated the performance of the Non-Independent Directors, the Committees, and the Board as a whole. They also assessed the performance of the Chairman of the Company, taking into consideration the views of both the Executive Directors and Non-Executive Directors. Further, the Independent Directors evaluated the adequacy, quality, quantity, and timeliness of the information flow between the management and the Board, which is essential for the Board to effectively and efficiently discharge its responsibilities.
19. 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 athttps://www. ikumar.com/storage/reportFile/policies/Board Diversity Policy, pdf
20. AUDIT COMMITTEE:
The Audit Committee of the Board has been constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. Details relating to the composition and functioning of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report. During the year under review, all recommendations and suggestions made by the Audit Committee were duly considered and approved by the Board of Directors.
21. NOMINATION AND REMUNERATION POLICY:
I n accordance with the provisions of Section 178 of the Companies Act, 2013 read with the applicable rules framed thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has adopted a Nomination and Remuneration Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy, inter alia, lays down the criteria for determining qualifications, positive attributes, integrity and independence of Directors and provides a framework for remuneration aligned with individual performance, responsibilities and industry practices. The Policy is available on the website of the Company athttps://www. ikumar.com/storage/reportFile/policies/nomination-and- remuneration-policv.pdf
The Policy aims to attract, retain and motivate competent professionals and ensures that the remuneration paid is commensurate with responsibilities, performance and prevailing industry standards.
22. MEETINGS:
During the financial year under review, the Board of Directors convened Nine meetings. The Audit Committee held Eight meetings, the Nomination and Remuneration Committee met twice, the Stakeholders Relationship Committee met three times, the Corporate Social Responsibility Committee held four meetings, and the Risk Management Committee met three times.
The interval between two consecutive meetings of the Board and the Audit Committee remained within the limits prescribed under Section 173(1) of the Act and complied with the applicable Listing Regulations.
Details regarding the Board and Committee meetings, including attendance particulars as required under Secretarial Standard-1 issued by the Institute of Company Secretaries of India, are provided in the Corporate Governance Report forming part of this Annual Report.
23. 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.
24. 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, 2026, 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, 2026 and of the profit of your Company for the financial year ended March 31, 2026;
i ii. 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, 2026 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.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and other statutory requirements. All such transactions were reviewed and approved by the Audit Committee in accordance with the applicable legal and regulatory framework.
The particulars of contracts or arrangements with related parties referred to under Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2, are provided as Annexure B to this Report.
The disclosures relating to related party transactions in accordance with the applicable Indian Accounting Standards (Ind AS) are set out in Note 35 to the Financial Statements.
The updated Related Party Transactions Policy has been hosted on the Company's website athttps://www.jkumar. com/storage/reportFile/POLICY RPT.pdf
26. PUBLIC DEPOSITS:
Your Company has not accepted any public deposits during the financial year under review.
27. 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 review 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.
28. AUDITORS AND AUDIT REPORTS:a) Statutory Auditors:
In terms of provisions of Section 139 of the Act, M/s. Todi Tulsyan & Co., Chartered Accountants (Firm Registration Number 002180C) were reappointed as Statutory Auditors of the Company at the 22nd Annual General Meeting (AGM) held on 21st September, 2021, to hold office for a term of 5 consecutive years from the conclusion of the said 22nd AGM till the conclusion of 27th AGM of the Company. The Report given by M/s. Todi Tulsyan & Co, on the financial statements of the Company for the FY 2025¬ 26 is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Audit Report on Consolidated and Standalone financial statements of your Company for the Financial Year ended March 31, 2026 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 and in terms of Regulation 24A of the Listing Regulations, Members at their Twenty Sixth AGM held on September 23, 2025, had appointed M/s Dhrumil M. Shah & Co. LLP (ICSI Unique Code L2023MH013400), Practicing Company Secretaries as the Secretarial Auditor of the Company, for a term of five years,
i.e., from FY2025-26 up to FY2029-30.
The Secretarial Audit Report in Form MR 3 for the financial year ended March 31, 2026, 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.
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. Kirit Mehta & Co. LLP, Cost Accountants, (Membership Number: 29348) (Firm Registration Number: 000353) 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- 26.
On the recommendation of the Audit Committee, the Board of Directors appointed M/s. Kirit Mehta & Co. LLP, Cost Accountants, (Membership Number: 29348) (Firm Registration Number: 000353) as the Cost Auditors of your Company for conducting the audit of the cost records maintained by your Company for the Financial year
2026- 27.
M/s. Kirit Mehta & Co. LLP, Cost 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 2026-27 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 27th Annual General Meeting of your Company and the same is recommended for your consideration and approval.
29. REPORT ON CORPORATE GOVERNANCE:
In compliance with the provisions of Chapter IV read with Schedule V of the Listing Regulations, a separate section on Corporate Governance has been included in the Annual Report for the information of the members of the Company. The Corporate Governance Report, along with the Certificate on Corporate Governance issued by Dhrumil M. Shah, Practicing Company Secretaries (FCS: 8021 and COP: 8978), confirming compliance with the Corporate Governance requirements prescribed under Regulation 34 of the Listing Regulations, and the Management Discussion
& Analysis Report forming part of this Annual Report, together constitute an integral part of this Report.
30. 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, 2026 is available on the website of your Company athttps://www.ikumar.com/redirect/Annual%20 Returns.
31. 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.
32. SUBSIDIARY, ASSOCIATE / JOINT VENTURE COMPANIES:
Your Company has 28 joint operations, one Associate Company and one Subsidiary Company, and one Step down Subsidiary Company refer to Note No. 33 to the Audited Financial Statements in this Annual Report.
No other subsidiary, associate, or joint venture was incorporated or ceased during the year.
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 tosecretarial@ikumar.com. The Financial Statements of subsidiary are also hosted on the website of the Company at https://www.ikumar.com/investor-corner/financials-and- reports/financials-of-subsidiary-companies
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.
Further, Statement pursuant to first proviso to sub¬ section (3) of Section 129 read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and associates of the Company in the prescribed Form AOC-1 has been appended as Annexure-E to the Board's Report.
33. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
A. Conservation of energy: The Company's core activity is civil construction which is not power intensive. The Company is making every effort to conserve the usage of power wherever possible.
B. R&D and technology absorption: Not applicable
34. FOREIGN EXCHANGE EARNINGS AND OUTGO:
with respect to 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:
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Particulars
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Rs. in Cr.
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Foreign Exchange Earnings
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-
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Foreign Exchange Outgo
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180.84
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35. 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, 2026, impacting the going concern status of your Company and Companies operation in future.
36. 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 2025-26 to NSE and BSE
37. 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 athttps://www.jkumar.com/storage/reportFile/ investorTradingCaution/investorcaution.pdf
38. 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 31,2026, the Company has not received any complaints pertaining to Sexual Harassment.
39. CREDIT RATING AGENCY:
Your Company's financial discipline and prudence is reflected in the strong credit ratings prescribed 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.
40. CHANGE INTHE NATURE OF BUSINESS (IF ANY):
There has been no material change in the nature of business carried on by your Company during the year under review.
41. 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.
42. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.
43. 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.
44. 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. 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).
4. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
5. Revision of financial statements and Directors' Report of your Company.
6. The Company is in compliance with the applicable provisions relating to the Maternity Benefit as prescribed under the Maternity Benefit Act, 1961.
7. There was no instance of one-time settlement with any Bank or Financial Institution.
8. Neither the Managing Director nor the Whole¬ time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.
45. ACKNOWLEDGMENT:
The Board of Directors places on record its heartfelt gratitude to all stakeholders, including customers, employees, vendors, channel partners, bankers, financial institutions, investors, statutory authorities, and government agencies for their valuable support and co-operation throughout the year. Your Directors deeply value the trust reposed in the Company and remain committed to achieving sustained growth with the continued support of all stakeholders.
For and on behalf of the Board of Directors
Jagdishkumar M. Gupta
Executive Chairman Place: Mumbai
DIN: 01112887 Date: May 19, 2026
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