Director’s Report

Dear Shareholders,

The Board of Directors are pleased to present the 24^th (Twenty-Fourth) Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended March 31, 2023. A brief summary of the Company's financials during the
year ended March 31, 2023 is given below:

1. SUMMARISED FINANCIAL RESULTS:

Some of the key highlights of the year were:

Robust performance:

• Record revenue from operations of J 4,203 crores

• Highest ever EBITDA of J 597 crores

• Highest ever Profit after tax of J 274 crores

Strong Balance Sheet:

• Net debt free Company.

• Gross debt to J 516 crores at the end of the FY 2023 as
compared to J 431 crores at the end of FY 2022.

• ICRA Limited has assigned the Company's Rating as
ICRA A / Stable for fund based limits and Non Fund
based limits and ICRA A1 for Commercial Paper.

2. REVIEW OF OPERATIONS OF THE COMPANY:

The 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 Infrastructure, & Civil Construction, etc.

During the year under review, your Company has
received new contracts of approximately J 2,652
crores (excluding GST). As of March 31, 2023,
the aggregate value of orders on hand stands at
J 11,853 crores.

There was no change in nature of the business of the
Company.

3. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:

The Company does not have any Subsidiary/ies,
Associate/s, Joint Venture/s as on the date of this
report. However the Company has 21 joint operations,
refer to Note No. 33 to the Audited Financial Statements
in this Annual Report.

4. FINANCIAL PERFORMANCE:

Revenue from operations for the year at J 4,203
Crores as compared to J 3,527 Crores for the previous
year ended March 31, 2022. Profit before Tax was J
373 Crores as against J 282 Crores in the previous
year ended March 31, 2022. Profit after Tax was J 274
Crores as against J 205 Crores in the previous year
ended March 31, 2022.

5. EARNINGS PER SHARE (EPS):

The Basic EPS of the Company stood at J 36.26 for the
year ended March 31, 2023.

6. TRANSFER TO RESERVE:

The Company has not transferred any amount to the
reserves during the current financial year.

7. DIVIDEND:

Your Company has a consistent track record of dividend
payment. Continuing with this trend and inline with
the Dividend Distribution Policy of the Company, the
Directors are pleased to recommend a dividend of
J 3.50/- (70%) per equity share of J 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, 2023, subject to the
approval of shareholders at the ensuing Annual General
Meeting. The total outflow on account of equity dividend
will be J 26.48 Crores out of profits of the Company
for the current year, vis a vis J 22.70 Crores paid for
FY 21-22. 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 of
the Company is available on http://www.jkumar.com/
content/upload/1/root/dividend-distribution-policy.pdf

8. TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND:

The 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 22-23, the Company has
transferred a sum of J 1,00,956/- (Rupees One Lakh
Nine Hundred and Fifty-Six only) to Investor Education
& Protection Fund related to FY 2014-15, the amount
which was due and payable and remained unclaimed
and unpaid for a period of seven years. Further 465
number of equity shares pertaining to such unclaimed
or unpaid dividend has also been transferred to the
Investor Education and Protection Fund Authority in
accordance with the provisions of Section 124(6) of
the Act read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016. The Company has uploaded
the details of unpaid and unclaimed amounts lying with
the Company as on September 20, 2022 (date of Last
Annual General Meeting) on the website of the Company
http://www.ikumar.com/unpaid-dividend-information,
as also on the Ministry of Corporate Affairs website.

In pursuance of Regulation 39 read with Schedule
VI of the 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.

9. SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2023 was
J37.83 Crores. During the Financial Year, the Company
has neither issued any shares nor has granted stock

options or sweat equity. As on March 31, 2023,
99.99 % of the total paid-up capital of the Company
stands in the dematerialized form.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of Loans, Guarantees and Investments as
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, 2023 are given in the note
no. 5 & 11 to the Audited Financial Statements in this
Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Part B of Schedule
V of the Listing Regulations, a detailed review of the
business operations, performance, future outlook,
major events occurred during the year as well as
state of company's affairs is given in the Management
Discussion and Analysis, which forms part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY
(“CSR”):

Corporate Social Responsibility has been an integral
part of the way in which your Company does business.
Your Company has made conscious efforts to involve
communities in its development journey and has
received appreciations from the stakeholders, which
gives a sense of pride and an encouragement to
continue this resolve further and better. The Company
considers its economic, environmental and social
responsibility to foster sustainable local development as
well as extend necessary support to the underprivileged
and poor sections of the society. The Board had at its
meeting held on May 30, 2022, approved the Annual
Action Plan of CSR activities to be undertaken during
the year in accordance with the CSR policy of the
Company, which can be accessed at http://www.ikumar.
com/content/upload/1/policies-and-code-of-conduct/
corporate-social-responsibilitv-policv.pdf

On the recommendation of the CSR Committee, the
Company has spent an amount of J 4.05 Crores (Rupees
Four Crores Five Lacs Only) towards CSR expenditure
for the Financial Year ending as on March 31, 2023.

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 the Company along with the CSR
initiatives undertaken during the FY 22-23 is appended
to this Report as “Annexure - A”.

Chief Financial Officer has certified that the funds
disbursed for CSR during the financial year 2023, have
been used for the purpose and in the manner approved
by the Board.

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 this Report. Corporate
Responsibility Policy of the Company is available on
the website of the Company and can be accessed at
http://www.ikumar.com/content/upload/1/policies-
and-code-of-conduct/corporate-social-responsibilitv-
policv.pdf

13. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY, RISK MANAGEMENT AND
COMPLIANCE FRAMEWORK:

The Company has in place adequate Internal
Control System, including Internal Financial Controls,
commensurate with the size, scale and complexity of its
operations as approved by the Audit Committee and
Board. The Internal Financial Controls are adequate
and working effectively.

The scope of the Internal Audit as defined in the Internal
Audit Charter covers the evolution of Internal Control
System. To maintain its obiectivity and independence,
the Internal Auditor reports to the Chairman of the
Audit Committee. The Internal Auditor monitors and
evaluates the efficacy and adequacy of the internal
control system in the Company, its compliance with
operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of
internal auditor, process owners undertake corrective
actions in their respective areas and thereby strengthen
the controls. During the year under review, no material
or serious observation has been received from the
Internal Auditors of the Company for the inefficiency or
inadequacy of such controls.

The Company believes that internal controls are the
prerequisite of governance and all the actions should
be exercised within the framework of checks and
balances. It has laid down an adequate system of
internal controls, policies and procedures for ensuring
orderly and efficient conduct of the business, including
adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records,
timely preparation of reliable financial disclosures and
to ensure compliance with regulatory requirements.

The internal financial controls are adequate and
operating effectively. Effectiveness of internal financial
controls is ensured through management reviews and
controlled self assessment.

The 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 categorised 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 the Company can be
accessed at http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/i-kumar-
riskmanagement-policv.pdf.

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

SEBI, vide its circular dated May 10, 2021, made filing
of BRSR mandatory for the top 1,000 listed companies
(by market capitalization), replacing the existing
BRR from FY 22-23, while disclosure is voluntary for
FY 21-22.

In compliance with the Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) read with
SEBI circulars issued from time to time, the BRSR for
the financial year ended March 31, 2023 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. It describes various initiatives taken by the
Company from environment, social and governance
perspective.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Act and
the Listing Regulations, the 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 Chairperson 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 the Company oversees the
implementation of the Whistle-Blower Policy.

The said policy is available on the website of the
Company website: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/whistle-
blower-policy-iki.pdf

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

The same is reviewed by the Audit Committee from
time to time. No concerns or irregularities have been
reported by employees/directors till date. It is affirmed
that no person has been denied access to the Audit
Committee.

16. DIRECTOR AND KEY MANAGERIAL PERSONNEL
(“KMP"):

The Nomination & Remuneration Committee has been
mandated to review, recommend appointment/s,
terms of appointment/ re-appointment of Director/s
and KMPs based on the Company policies, industry
requirement and business strategy.

DIRECTORS:

POLICIES ON APPOINTMENT AND REMUNERATION
OF DIRECTORS:

Policy for the appointment of Person as “Director”
and evaluation of Directors and Senior Management
Personnel, of the Company can be accessed at http://
www.ikumar.com/content/upload/l/policies-and-
code-of-conduct/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,
KMP and Senior Management employees and the said
policy can be accessed at http://www.ikumar.com/
content/upload/l/policies-and-code-of-conduct/
nomination-and-remuneration-policy.pdf

APPOINTMENTS / RE-APPOINTMENT:

RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Act, Dr.
Nalin J. Gupta (DIN: 00627832), Managing Director of
the Company, is liable to retire by rotation at the ensuing
Annual General Meeting (“AGM”) of the 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, 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 the 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 and the SEBI Order.

APPOINTMENTS:

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 the Company the Board
of Directors, have approved the appointment of Mr.
Raghav Chandra (DIN: 00 057760) as Non-Executive
Independent Director, with effect from November 01,
2022.

The Members of the Company have approved the
appointment of Mr. Raghav Chandra (DIN: 0 0057760)
as Non-Executive Independent Director, vide the Postal
Ballot Notice dated November 01, 2022 and the report
from the Scrutinizer dated December 15, 2022.

DEMISE:

With profound sadness and grief, the Directors of the
Company, report the sad demise of Late Mr. P. P. Vora,
Non-Executive Independent Director on August 05,
2022.The Company immensely benefitted from his
leadership during his tenure both as a Member of the
Board of Directors and as a Member of Various Board
Committees. The Board conveys its deep sympathy,
sorrow and condolences to his family and places on
record its deep appreciation of the valuable services
rendered by Mr. P. P. Vora during his tenure on the
Board of the Company.

Declaration by Independent Directors and Senior
Management Personnel on compliance of code
of conduct:

The Company has received and taken on record the
declarations from all the Independent Directors of
the 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 (w.e.f. November 01, 2022), Mr.
Sidharath Kapur and Mrs. Archana Yadav.

The Company has also received declarations regarding
the compliance of the Code for Independent Directors
as prescribed in Schedule IV to the Act.

The Independent Directors of the Company have
confirmed that they have registered their names in
the Independent Directors database with the Institute
of Corporate Affairs for inclusion of their name in the
data bank for a period of one year, as per the provisions
in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

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.

Familiarization Programme:

In compliance with the requirements of the Listing
Regulations, the Company undertakes a familiarisation
programme for the Independent Directors to familiarise
them with their roles, rights and responsibilities as
Independent Directors, nature of the industry, the
operations of the Company, business model, risk
management etc. The details of the programme are
hosted on the Company website at: http://www.jkumar.
com/familiarisation-programme/familiarisation-
programme-2022-2023

The 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 the Company's website at http://www.
ikumar.com/appointment-letters

Key Managerial Personnel:

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 the Company as on March
31, 2023:

• Mr. Jagdishkumar M. Gupta, Executive Chairman

• Mr. Kamal J. Gupta, Managing Director

• Dr. Nalin J. Gupta, Managing Director

• Mr. Madan Biyani, Chief Financial Officer (with
effect from May 13, 2022)

• Mrs. Poornima Reddy, Company Secretary

17. 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 the Company can be accessed at http://www.
ikumar.com/content/upload/1/policies-and-code-of-
conduct/policy-on-the-appointment-of-person-as-
director-and-evaluation-of-directors-and-senior-
management-personnel.pdf

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 the Company was evaluated, taking
into account the views of executive directors and non¬
executive directors.

A consolidated report on performance evaluation was
shared with the Chairman of the Board for his review and
discussion with Board and each Director. The manner
of evaluation of Board of Directors performance and
matters incidental thereto, are detailed in the Report on
Corporate Governance.

18. BOARD 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. All the recommendations
made by these Committees to the Board were accepted
by the Board. Details of committees, its composition,
committee meetings held etc. are provided in the Report
on Corporate Governance.

19. AUDIT COMMITTEE:

The Audit Committee of the Board has been constituted
in terms of Regulation 18 of the 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,

20. NOMINATION AND REMUNERATION POLICY:

The Board has, 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 the Company viz: http://www.ikumar.com/content/
upload/1/policies-and-code-of-conduct/nomination-
and-remuneration-policy.pdf. the-appointment-of-
person-as-director-and-evaluation-of-directors-and-
senior management-personnel.pdf

21. MEETINGS:

During the Financial Year, the Board met on seven
occasions, the Audit Committee met on four occasions,
the Nomination and Remuneration Committee met
on five occasions, the Stakeholders Relationship
Committee met on three occasions, Corporate Social
Responsibility Committee met on three occasions and
Risk Management Committee met on two occasions.
The gap between two consecutive Board Meetings
and Audit Committee Meetings was within the limits
prescribed by the Act and Listing Regulations, 2015.
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.

22. STATEMENT ON COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS:

The Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

The Company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of
Company Secretaries of India and such systems are
adequate and operating effectively.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, your Directors
of the 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, 2023, the applicable
Accounting Standards have been followed and there
is no material departure from the same;

ii. They have selected such accounting policies and
applied them consistently and made iudgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2023 and of the
profit of the Company for the financial year ended
March 31, 2023;

iii. They 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 the Company and
for preventing and detecting fraud and other
irregularities;

iv. They have prepared the Annual Accounts for the
year ended March 31, 2023 on a going concern
basis;

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

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

24. RELATED PARTY TRANSACTIONS (“RPT”)
AND POLICY:

In line with the requirements of the Act and Listing
Regulations, your Company has formulated a Policy
on Related Party Transactions which is available on
Company's website and can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-code-
ofconduct/policv-on-related-partv-transactions.pdf

This Policy deals with the review and approval of
related party transactions. The Board of Directors
of the Company has approved the criteria for giving
the omnibus approval by the Audit Committee within
the overall framework of the Policy on Related Party
Transactions. Omnibus approval was obtained for
Related Party Transactions which are of repetitive
nature and entered in the ordinary course of business
and at an arm's length basis.

Pursuant to Regulation 23(3) of the Listing Regulations
and Rule 6A of the Companies (Meetings of Board
and its Powers) Rules, 2014, the Audit Committee
granted omnibus approval to the transactions likely to
be entered into by the Company with related parties
during the year which are of repetitive nature.

All RPTs entered into by the Company during the
financial year were in accordance with the Company's
Policy on RPTs and in pursuance of approval granted
by the Audit Committee. Pursuant to Regulation 23 of
the Listing Regulations, all Related Party Transactions
were placed before the Audit Committee on a quarterly

basis for their review and approval. There were no
material Related Party Transactions entered into by
the Company during the Financial Year under review.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) and Section 188(1)
of the Act in Form AOC-2 is not applicable to your
Company. The related party disclosures as specified
in Para A of Schedule V read with Regulation 34 (3) of
the Listing Regulations are more particularly given in
the para (b) (c) (d) & (e) of note no. 33 to the Financial
Statements which sets out RPT disclosures pursuant to
IND AS-24.Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.
None of the KMPs or their relatives has any pecuniary
relationships or transactions vis-a-vis, the Company,
other than their shareholding, if any, in the Company.

25. DEPOSITS / LOAN FROM DIRECTOR:

During the year under review, the Company has not
accepted any deposits from the public within the
meaning of section 73 and 74 of the Act read with the
Companies (Acceptance of Deposits Rules 2014). The
Company has not taken or accepted any loan from
Director/s of the Company during the Financial Year
under consideration.

26. RISK MANAGEMENT:

The Company has a comprehensive Risk Management
framework that seeks to minimize adverse impact
on business objectives and ensure appropriate
identification and treatment of risks. The 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 Company has formulated and implemented a Risk
Management policy which can be accessed at http://
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/i-kumar-risk-management-policv.pdf
in accordance with the Listing Regulations, to identify
and monitor business risk and assist in measures to
control and mitigate such risks.

In accordance with the policy, the risk associated with the
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.

The 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 the 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.

27. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

M/s. Todi Tulsyan & Co., Chartered Accountants
(Firm Registration Number 002180C) as Statutory
Auditors of the Company. At the 22^nd AGM held on
September 21, 2021 the members had approved
re-appointment, to hold office for a period of five
years from the conclusion of that AGM till the
conclusion of the 27^th AGM, to be held in 2026.

The Auditors' Report on the financial statements of
the Company for the financial year ended 31 March
2023 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 financial statements of
the Company for the Financial Year ended March
31, 2023, 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 the 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 Auditor and Audit Report :

Pursuant to the provisions of Section 204(1) of the
Act, the Company has appointed M/s. Dhrumil M.
Shah & Co. LLP Practicing Company Secretaries,
(FCS: 8021 and COP: 8978) to undertake the
Secretarial Audit of the records and documents of
the Company for the financial year ended March
31, 2023. For the Financial Year ended March 31,
2023 the Secretarial Audit Report pursuant to
the said Section and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules,
2014, as issued by Mr. Dhrumil M. Shah (Partner)
of M/s. Dhrumil M. Shah & Co. LLP, Practising
Company Secretaries. (FCS 8021 and COP 8978)
in Form MR-3 is annexed here to and forms part of
this Report “Annexure-B”. The Secretarial Auditors'
Report to the Members of the Company for the
Financial Year ended March 31, 2023 does not
contain any qualification(s), reservation or adverse
observations.

On the recommendations of the Audit Committee,
Board of Directors have appointed M/s. Dhrumil

Shah & Co., LLP, Practicing Company Secretaries,
to conduct the secretarial audit of the Company for
Financial Year ended March 31, 2024. They have
consented and confirmed their eligibility for the said
re appointment.

Annual Secretarial Compliance Report:

The Company has also undertaken an audit for the
FY 2022 - 23 pursuant to SEBI Circular No. CIR/
CFD/ CMO/I/27/2019 dated February 08, 2019
for all applicable compliances as per the Securities
and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report
(Annual Secretarial Compliance Report) has been
submitted to the Stock Exchanges.

c) Internal Auditors:

On the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. B.N. Kedia
& Co., Chartered Accountants, (ICAI Registration
No. of the Firm : 01652N) as Internal Auditors of the
Company for the Financial Year 2022-23. M/s. B. N.
Kedia & Co., has conducted the Internal Audit of the
Company. Internal Audit Report was presented in
the each Audit Committee Meeting and the Board
of Directors. No instances of fraud, suspected fraud,
irregularity or failure of internal control systems
of material nature were reported by the internal
auditors during the year.

M/s. B. N. Kedia & Co., has also consented to act
as the Internal Auditor of the Company for the
Financial Year 2023-24.

d) Cost Records:

The Company maintains cost accounts and records
as per the provisions of Section 148(1) of the Act
and the same are audited by the Cost Auditors.
In accordance with Section 148(6) of the Act read
with Rule 6(6) of the Companies (Cost Records and
Audit) Rules, 2014, cost audit report, in Form No.
CRA-4 (in XBRL mode), for the year ended March
31, 2022, was filed with the Ministry of Corporate
Affairs, within the prescribed time.

In compliance with the provisions of Section
148 of the Act read with the Companies (Audit
and Auditors) Rules 2014, and based on the
recommendation of the Audit Committee, the Board
of Directors of the Company has appointed M/s.
Vaibhav Joshi & Associates., Cost & Management
Accountants, (Membership Number: 15797)
(Firm Registration Number: 101329) as the Cost
Auditors of the Company for the FY 22-23 and
FY 23-24, to conduct audit of the cost accounts
and records maintained by the Company to the
extent applicable.

They have confirmed that their appointment is in
accordance with the applicable provisions of the Act
and rules framed thereunder and that they are not
disqualified to be appointed as the Cost Auditors of
the Company for the year ending March 31, 2024.
In accordance with the provisions of Section 148
of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration to be paid
to the Cost Auditor for FY 2024 is required to be
ratified by the members. Accordingly, the Board of
Directors recommends the same for approval by
members at the ensuing AGM. The proposal forms a
part of the notice of the AGM. During the year under
review, the Statutory, Internal, Secretarial and Cost
Auditors have not reported to the Audit Committee,
any instances of fraud committed against the
Company by its officers or employees, the details of
which need to be mentioned in the Directors' report.

28. REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Chapter IV read with
Schedule V of the Listing Regulations, a separate section
on Corporate Governance has been incorporated in the
Annual Report for the information of the members of
the Company.

The Corporate Governance Report together with the
Certificate on Corporate Governance issued by Mr.
Dhrumil M. Shah, (FCS: 8021 and COP: 8978) Practicing
Company Secretaries, Partner of M/s. Dhrumil M. Shah
& Co. LLP confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation
34 of the Listing Regulations, 2015.

29. ANNUAL RETURN:

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, 2023 is available
on the website of the Company at http://www.ikumar,
com/annual-return/annual-return-2022-2023.

30. PARTICULARS OF EMPLOYEES:

The statement of disclosure of Remuneration under
Section 197(12) of the Act read with the Rule 5(1) and
(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 - C” to this Report.

The information as per the provisions of the above
Section of the Act read with Rule 5(2) and 5(3) of the
Rules is provided in a separate Annexure forming part
of this Report. However, the Annual Report is being
sent to the Members of the Company excluding the said

Annexure. In terms of Section 136 of the Act, the said
Annexure is open for inspection at the Registered Office
of your Company, during working hours from Monday to
Friday as stipulated under Section 136 of the Act. The
same will be made available to interested members
upon getting request.

31. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:

In view of the nature of activities which are being carried
on by the 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, the 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. The Company is in
tune with the changing trends of the modern technology/
machinery to be used in its business.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

33. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed
by any Regulators or Courts or Tribunals during the
Financial Year ended March 31, 2023, impacting the
going concern status of the Company and Companies
operation in future.

34. LISTING WITH STOCK EXCHANGES:

The shares of the Company are listed on National Stock
Exchange of India Ltd. (NSE) and the BSE Ltd. (BSE). The
Company confirms that it has paid the Annual Listing
Fees for the FY 23-24 to NSE and BSE.

35. PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of Fair Disclosure
and Code of Conduct for regulating the dissemination
of Unpublished Price Sensitive Information and
trading in securities by Insiders. and the same can be
accessed at wwwjkumar.com/content/upload/1/code-
of-conduct-for-prohibition-of-insider-trading/ikil-code-
of-conduct-for-prohibition-of-insider-trading-.pdf

36. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee to redress
the complaints received regarding sexual harassment.
The policy is uploaded on the Company's website at
www.ikumar.com/content/upload/1/policies-and-
code-of-conduct/anti-sexual-harassment-policy

DISCLOSURES AS REQUIRED UNDER SECTION 22 OF
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Your Company is committed to provide a healthy
environment to all employees that enables them to
work without the fear of prejudice and gender bias. Your
Company has in place a gender-neutral Prevention of
Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
same can be accessed at www.ikumar.com/content/
upload/1/policies-andcode-of-conduct/anti-sexual-
harassment-policy

Your Company through this Policy has constituted a
Committee and has established a grievance procedure
for protection against victimization.

During the year under review, no complaints were
received by the Committee for Redressal.

37. CHANGE IN CREDIT RATING AGENCY:

ICRA Limited has assigned the Company's Rating
as ICRA A / Stable for fund based limits and for Non
Fund based limits and ICRA A1 for Commercial Paper.
The detail Report on rating is covered in Corporate
Governance Report.

38. CHANGE IN THE NATURE OF BUSINESS
(IF ANY):

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

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

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

Your Directors 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
various stakeholders for their continued co-operation and
support to the Company and look forward for the same in
equal measure in the coming years.

Place: Mumbai Jagdishkumar M. Gupta

Date: May 23. 2023 Executive Chairman