J. Kumar Infraprojects Limited — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

24[th] November, 2025

To,

The Department of Corporate Services The Listing Department BSE Ltd National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G- Block Dalal Street Bandra- Kurla Complex, Bandra East Mumbai - 400 001 Mumbai-400 051 Scrip Code: 532940 Scrip Symbol: JKIL ISIN of the Company: INE576I01022

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice.

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), please find enclosed a copy of the Postal Ballot Notice dated November 06, 2025, along with the Explanatory Statement (“Postal Ballot Notice”), for seeking the approval of the members on the Special business as contained in the Postal Ballot Notice, by passing the resolution through Postal Ballot (only through the remote e-voting process).

The Company has engaged the services of National Securities Depositories Limited (“NSDL”) to provide e-voting facility to its members. Further, Mr. Dhrumil M. Shah, holding Certificate of Practice No. 8978 or failing him, Mr. Dhiraj Ravindra Palav, holding Certificate of Practice No. 26159 of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, ( FRN: L2023MH013400 ), Mumbai, has been appointed as the Scrutinizer to oversee the e-voting process in a fair and transparent manner.

This Postal Ballot Notice will also be available on the Company’s website at https://www.jkumar.com and on the website of NSDL at www.evoting.nsdl.com.

for J. Kumar Infraprojects Limited

POORNIMA Digitally signed by POORNIMA CHINTAKINDI CHINTAKINDI Date: 2025.11.24 17:01:00 +05'30' Poornima Company Secretary

Enclosures: As Above

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

VOTING STARTS ON	VOTING ENDS ON
Friday, 28th November 2025, at 9:00 a.m. (IST)	Saturday, 27th December 2025, at 5:00 p.m. (IST)

Dear Member(s),

NOTICE is hereby given to the Members of J. Kumar Infraprojects Limited (“the Company” / “JKIL” ), pursuant to Section 108 and Section 110 of the Companies Act, 2013, (‘the Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations, 2015 ’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (ICSI) (‘ SS-2 ’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and various subsequent circulars issued, read with Circular No. 03/2025 dated September 22, 2025 (collectively the ‘ MCA Circulars ’), to transact the special business as set out hereunder by passing the Special Resolution through postal ballot, by way of voting through electronic means (‘ remote e-voting ’).

Pursuant to Section 102, 110 and other applicable provisions of the Act and SS-2, the Explanatory Statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice (‘ Notice ’) for your consideration and forms integral part of this Notice.

Pursuant to Rule 22 (5) of the Rules, the Board of Directors of the Company in its meeting held on November 6, 2025 have appointed Mr. Dhrumil M. Shah, holding Certificate of Practice No. 8978 or failing him, Mr. Dhiraj Ravindra Palav, holding Certificate of Practice No. 26159 of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, ( FRN: L2023MH013400 ) as “Scrutinizer” for conducting the Postal Ballot only through remote e- voting process in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the said purpose.

In compliance with the MCA Circulars, (the Company is sending this Notice and instructions for remote e-voting ONLY through electronic form to those Members whose e- mail addresses are registered with the Company/Registrar and Transfer Agent (‘ RTA ’)/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. Members are requested to read the detailed instructions for remote

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

e-Voting as mentioned in the ‘Notes’ section to this Notice, to cast their votes electronically from 09:00 AM (IST) on Friday, November 28, 2025, from 9:00 a.m. (IST) and ends on Saturday, December 27, 2025, at 5:00 p.m. (IST) (the last day to cast vote electronically) to ensure their votes are considered.

In compliance with Regulation 44 of the SEBI Listing Regulations, 2015 and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company https://www.jkumar.com and in the relevant section of the website of BSE Limited (BSE) www.bseindia.com and National Stock Exchange of India Limited (NSE) www.nseindia.com, on which the Equity Shares of the Company are listed.

In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the ‘Notes’ section of this Notice for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Saturday, 27[th] December, 2025 . The remote e-voting facility will be disabled by NSDL immediately thereafter. Accordingly, the Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced within two working days from the conclusion of the postal ballot e-voting. The last date of e-voting shall be the date on which the Resolution would be deemed to have been passed, if approved by the requisite majority.

The said results, along with the Scrutinizer’s Report would be intimated to BSE Limited (‘ BSE ’) and National Stock Exchange of India Limited (‘ NSE ’) where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website at https://www.jkumar.com and on the website of NSDL at www.evoting.nsdl.com

SPECIAL BUSINESS:

ITEM NO. 1:

TO CONSIDER AND APPROVE THE PROPOSAL FOR CAPITAL RAISING IN ONE OR MORE TRANCHES BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

“RESOLVED THAT, pursuant to the provisions of Sections 23, 41, 42, 55, 62, 71, 179 and other applicable provisions of the Companies Act, 2013, read with the applicable provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, and other rules and regulations made thereunder (including any amendment(s), statutory modification(s) and/or re-enactment(s) thereof for the time being in force) ( “Act” ), and pursuant to the enabling provisions of the Memorandum of Association and the Articles of Association of the Company, all other applicable laws, rules and regulations, including the provisions of the Foreign Exchange Management Act, 1999 as amended and rules and regulations framed thereunder including Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended, the current Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce, Government of India ( “GOI” ), as amended and the applicable rules and regulations made thereunder the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( “SEBI ICDR Regulations” ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( “SEBI Listing Regulations” ) the Securities Contracts (Regulation) Act, 1956, as amended and rules framed thereunder ( “SCRR” ), the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended, the Companies (Issue of Global Depository Receipts) Rules, 2014, the Depository Receipts Scheme, 2014, as amended, the Framework for issue of Depository Receipts notified by SEBI vide circular dated October 10, 2019, as amended, Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, as amended and such other statutes, clarifications, rules, regulations, circulars, notifications, guidelines, if any, as may be applicable, as amended from time to time issued by the Government of India, and such other statutes, clarifications, rules, regulations, circulars, notifications, guidelines, if any, as may be applicable, as amended from time to time issued by the Government of India, the Ministry of Corporate Affairs ( “MCA” ), the Securities and Exchange Board of India ( “SEBI” ), the Reserve Bank of India ( “RBI” ), the Government of India (“ GOI ”),the BSE Limited ( “BSE” ), the National Stock Exchange of India Limited ( “NSE” ), and together with BSE, the ( “Stock Exchanges” ) where the equity shares of the Company of face value of ₹ 5 each ( “Equity Shares” ) are listed, and any other appropriate authority under any other applicable laws and subject to all other approval(s), consent(s), permission(s) and/or sanction(s) as may be required from various regulatory and statutory authorities, including the Government of India, the RBI, SEBI, MCA and the Stock Exchanges (hereinafter singly or collectively referred to as “Appropriate Authorities” ) and subject to such terms, conditions and modifications as may be prescribed by any of the Appropriate Authorities while granting such approval(s), consent(s), permission(s) and/ or sanction(s), which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” , which term shall include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), the Fund Raising Committee (hereinafter referred to as the “ Committee ”), subject to any other alterations, modifications, conditions, changes and variations that may be decided by the Board , the consent and approval of the members of the Company be and is hereby accorded, to create, issue, offer and allot (including with provisions for reservations on firm and/or competitive basis, or such part issue and for such categories of persons as may be permitted) such number of Securities (as defined hereinafter), for cash, in one or more tranches, with or without green shoe option, whether Rupee denominated or denominated in foreign currency, for an aggregate amount up to ₹ 800 Crores (Rupees Eight Hundred Crores), which may include a discount of up to not more than 5 (five) percent on

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

the floor price calculated as per Regulation 176 of the SEBI ICDR regulations, at such time or times, (inclusive of such premium to face value as may be fixed on such Securities by way of one or more public and/or private offerings and/or on a preferential allotment basis and/or a qualified institutions placement (“QIP”) to “qualified institutional buyers” as defined in the SEBI ICDR Regulations and/or any combination thereof and/or any other permitted modes through issue of prospectus and/or an offer document and/ or preliminary placement document placement document and/or such other documents/ writings/ circulars/ memoranda in such a manner, in such tranche or tranches, by way of an issue of Equity Shares, convertible warrants, or by way of an issue of any instrument or security including convertible/ redeemable preference shares, fully/partially convertible debentures or by way of a composite issue of non-convertible debentures, issue of Global Depository Receipts (“GDRs”), bonds, American Depository Receipts (“ADRs”), Foreign Currency Convertible Bonds (“FCCBs”) or any other eligible securities (instruments listed above collectively with the Equity Shares to be hereinafter referred to as the “Securities” or any combination of Securities, with or without premium, to be subscribed to in Indian and /or any foreign currencies by all eligible investors, including, residents or non-resident investors/ whether institutions, foreign portfolio investors and/or incorporated bodies and/or trusts or otherwise)/ foreign institutional investors, qualified institutional buyers/ mutual funds/ pension funds/ venture capital funds/ banks/ alternate investment funds/ Indian and/or multilateral financial institutions, insurance companies/ trusts/ stabilizing agents and any other category of persons or entities who are authorised to invest in the Securities of the Company as per extant regulations/ guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion and whether or not such investors are members of the Company (collectively called “Investors”), to all or any of them, jointly or severally through a prospectus and/or an offer document and/or a private placement offer letter and/or placement document and/or such other documents/writings/ circulars/ memoranda in such a manner on such terms and conditions, considering the prevailing market conditions and other relevant factors wherever necessary, at such price or prices, whether at prevailing market price(s) or at permissible discount or premium to market price(s) in terms of applicable laws and regulations, with authority to retain over subscription up to such percentage as may be permitted under applicable regulations, including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner, including allotment to stabilizing agent in terms of green shoe option, if any, exercised by the Company, and where necessary in consultation with the book running lead manager(s) and/or underwriters and/or stabilizing agent and/or other advisors or otherwise on such terms and conditions, including the security, rate of interest etc., issue of Securities as fully or partly paid, making of calls and manner of appropriation of application money or call money, in respect of different class(es) of investor(s) and/ or in respect of different Securities, deciding of other terms and conditions like number of securities to be issued, face value, number of Equity Shares to be allotted on conversion/ redemption/ extinguishment of debt(s), terms of issue, period of conversion, fixing of record date or book closure terms if any, as the Board may in its absolute discretion decide, in each case subject to applicable laws and on such terms and conditions as may be determined and deemed appropriate by the Board in its absolute discretion and without requiring any further approval or consent from the members at the time of such issue and allotment considering the prevailing market conditions and other relevant factors in consultation with the book running lead manager(s)/merchant banker(s) to be appointed by the Company so as to enable the Company to list on any Stock Exchanges in India or overseas jurisdictions.

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

“RESOLVED FURTHER THAT, in case of issue and allotment of Securities by way of QIP in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning rendered to such term under Regulation 171(a) of the SEBI ICDR Regulations):

1. The allotment of Securities shall only be made to qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations (“QIBs”);

2. The Eligible Securities to be so created, offered, issued, and allotted, shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;

3. The allotment of the Eligible Securities, or any combination of the Eligible Securities as may be decided by the Board and subject to applicable laws, shall be completed within 365 days from the date of passing of this resolution or such other time as may be allowed under the SEBI ICDR Regulations, Companies Act and / or applicable and relevant laws/ guidelines, from time to time;

4. The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity linked instruments issued in QIP shall rank pari-passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects;

5. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;

6. The Eligible Securities to be offered and allotted under the QIP shall be in dematerialized form and shall be allotted as fully paid-up securities;

7. In the event Equity Shares are issued, the “relevant date” in accordance with Regulation 171(b) of the SEBI ICDR Regulations for the purpose of pricing of the Equity Shares to be issued, shall be the date of the meeting in which the Board or the committee of directors authorised by the Board decides to open the proposed issue of such Equity Shares, subsequent to the receipt of members’ approval in terms of provisions of the Act and other applicable laws, rules, regulations and guidelines in relation to the proposed issue of the Equity Shares;

8. In the event that Eligible Securities issued are eligible convertible securities, the relevant date for the purpose of pricing of the convertible securities to be issued, shall be, either the date of the meeting at which the Board or a committee of directors authorised by the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for Equity Shares, as decided by the Board;

9. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment;

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

1. Issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price determined in accordance with Regulation 176(1) under Chapter VI of the SEBI ICDR Regulations (“ QIP Floor Price ”) and applicable law. The Board may, however, at its absolute discretion in consultation with the book running lead managers, issue Eligible Securities at a discount of not more than five percent or such other discount as may be permitted under applicable regulations to the QIP Floor Price;

2. No single allottee shall be allotted more than fifty per cent of the issue size and the minimum number of allottees shall be as per the SEBI ICDR Regulations. It is clarified that QIBs belonging to the same group or who are under same control shall be deemed to be a single allottee;

3. No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company;

4. In accordance with Regulation 179 of the SEBI ICDR Regulations, a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

5. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time;

6. The credit rating agency will monitor the use of proceeds and submit its report in the specified format of Schedule XI of SEBI ICDR Regulations on quarterly basis till hundred percent of the proceeds have been utilized.

7. Any subsequent QIP shall not be undertaken until the expiry of two weeks (or such other period as may be prescribed) from the date of the prior QIP made pursuant to this special resolution.”

“ RESOLVED FURTHER THAT , the Securities issued in foreign markets shall be ‘ deemed to have been made abroad and/or in the market and/or at the place of issue of the Securities in the international market and may be governed by the applicable laws.”

“ RESOLVED FURTHER THAT , in the event of issue of GDRs/ADRs, the pricing shall be determined in compliance with principles and provisions set out in the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through the Depositary Receipt Mechanism) Scheme 1993, the Companies (Issue of Global Depository Receipts) Rules, 2014, the Depository Receipts Scheme, 2014, the Framework for issue of Depository Receipts notified by SEBI vide circular dated October 10, 2019, as amended and other applicable pricing provisions issued by the Ministry of Finance and other applicable laws, the Relevant Date for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting at which the Board decides to open such issue after passing of this Special Resolution. Preferential issuance and allotment of Securities (other than as issued and allotted to QIBs by way of QIP) shall be subject to the requirements prescribed under the Act and Chapter V of the SEBI ICDR

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

Regulations and other applicable laws.”

“ RESOLVED FURTHER THAT , the Board, be and is hereby authorised to enter into any arrangement with any agencies or bodies for the issue of GDRs and/or ADRs represented by underlying equity shares in the share capital of the Company with such features and attributes as are prevalent in international/domestic capital markets for instruments of this nature and to provide for the tradability and free transferability thereof in accordance with market practices as per the domestic and/or international practice and regulations and under the norms and practices prevalent in the domestic/international capital markets and subject to applicable laws and regulations and the Articles of Association of the Company.”

“ RESOLVED FURTHER THAT , for the purpose of giving effect to the above resolutions, the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose, including but not limited to finalisation and approval of the offer document(s), private placement offer letter, determining the form and manner of the issue, including the class of investors to whom the Securities are to be issued and allotted, number of Securities to be allotted, issue price, face value, fixing the record date, execution of various transaction documents, and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilisation of the proceeds as it may in its absolute discretion deem fit.”

“RESOLVED FURTHER THAT the Board or a duly constituted committee thereof or its delegated officials be and is hereby authorised to appoint /engage BRLM(s), underwriters, depositories, custodians, registrars, bankers, lawyers, advisors, credit rating agencies, debenture trustees, guarantors, stabilizing agents, monitoring agency and any other intermediaries, agencies and professionals as may be required to be appointed, involved or concerned in such proposed issuance and to pay them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket expenses incurred by them and also to enter into and execute all such arrangements, agreements, memorandam, documents, etc. with such agencies and to approve, finalise, execute, ratify, and/or amend/ modify agreements and documents, including any power of attorney, agreements, contracts, memorandam, documents, etc. in connection with the appointment of the aforesaid intermediaries and seek the listing of Eligible Securities on any stock exchange(s) submitting the listing applications to such stock exchange(s) and taking all actions that maybe necessary in connection with obtaining such listing approvals (both in-principal and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as may be necessary to give effect to this resolution”

“ RESOLVED FURTHER THAT , without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

the Securities and the Board, be and is hereby authorised, in its absolute discretion, in such manner as it may deem fit, to dispose-off such of the Securities that are not subscribed.”

“ RESOLVED FURTHER THAT , the Securities to be created, issued allotted and offered in terms of this resolution shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company and the fully paid-up Equity Shares that may be issued by the Company (including issuance of Equity Shares pursuant to conversion of any Securities as the case may be in accordance with the terms of the offering) shall rank pari passu with the existing Equity Shares of the Company in all respects.”

“ RESOLVED FURTHER THAT, for the purpose of giving effect to any offer, issue, or allotment of Securities or instruments representing the same, as described above, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the nature of the issuance, terms and conditions for the issuance of Securities including the number of Securities that may be offered in domestic and international markets and proportion thereof, issue price and discounts permitted under applicable law, premium amount on issue/ conversion of the Securities, if any, rate of interest, timing for issuance of such Securities and shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, opening and maintaining bank accounts, entering into and executing arrangements for managing, underwriting, marketing, listing, trading and entering into and executing arrangements with merchant bankers, lead managers, legal advisors, depository, custodian, registrar, stabilizing agent, monitoring agency, paying and conversion agent, trustee, escrow agent and executing other agreements, including any amendments or supplements thereto, as necessary or appropriate and to finalise, approve and issue any document(s) or agreements including but not limited to the placement document and filing such documents (in draft or final form) with any Indian or foreign regulatory authority or stock exchanges and sign all deeds, documents and writing and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilisation of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution and all actions taken by the Board, to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed, in all respects.”

“ RESOLVED FURTHER THAT, for the purpose of giving effect to the above resolution, the Board and/or a duly authorized committee be and is hereby delegated to exercise all or any of its powers conferred by this resolution to a committee of the Board, by whatever name called (“ Fund Raising Committee ”) including:

1. Decide the date for the opening and closing of the Issue of Securities, including determining the form and manner of the Issue, including the class of investors to whom the Securities are to be issued and allotted, type of security, number of Securities to be

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

issued/allotted, issue price, face value, discount/premium and execution of various transaction documents;

1. The Issue of Securities and allotment of the aforesaid Equity Shares shall be made at such time or times as the Board may in its absolute discretion decide, subject, however to applicable guidelines, notifications, rules and regulations;

2. Finalisation of the allotment of the Securities on the basis of the subscriptions received and approving the allotment of the Securities;

3. To deal with over subscription/under subscription in such manner as may be permitted by the applicable regulations;

4. To decide and finalize the objects of the Issue for which funds are being raised by the Company and all such additional matters in connection with or incidental thereto including allocation of general corporate purposes or any modifications to the objects of the Issue to the extent permissible under applicable law;

5. Finalisation of any arrangement for the submission of the preliminary and final offering circulars/prospectus(es)/offer document(s), letter of offer(s), placement document(s) and any amendments and supplements thereto, with any applicable government and regulatory authorities, institutions or bodies, as may be required;

6. Approval of the preliminary and final offering circulars/ placement document/ prospectus/ offer document/ letter of offer (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalised in consultation with the lead manager(s)/underwriter(s)/ advisor(s), in accordance with all applicable rules, regulations and guidelines including approval for any financial statements such as unaudited condensed interim consolidated financial statements, required for the purpose of the fund raising;

7. Entering into any arrangement for managing, underwriting and marketing the proposed offering of Securities and to appoint, enter into and execute all such, in its absolute discretion, managers (including lead manager(s)), investment banker(s), merchant banker(s), underwriter(s), guarantor(s), financial and/or legal advisor(s), chartered accountants, company secretaries, industry experts, depositories, custodians, paying and conversion agents, monitoring agency, listing agents, escrow bank(s)/agent(s) and other agents as may be required and sign all applications, filings, deeds, documents, memorandum of understanding and agreements with any such entities and to pay any fees, commissions, remunerations, and expenses in connection with the proposed offering of the Securities;

8. Approval of the deposit agreement(s), placement agreement, escrow agreement, the purchase/underwriting agreement(s), monitoring agency agreement, the trust deed(s), the indenture(s), the master/ global GDRs/ ADRs/ FCCBS/ other certificate representing the Securities, letters of allotment, listing application, engagement letter(s), memoranda of understanding and any other agreements or documents, presentations or other materials, as may be necessary in connection with the issue/offering (including amending, varying or modifying the same, as may be considered desirable or expedient), in accordance with all applicable laws, rules, regulations and guidelines;

10

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

1. To determine the form and manner of the offering, identification and class of the investors to whom the Securities are to be offered and the manner in which the proceeds of the Issue are to be utilised;

2. To decide the ratio in terms of number of the Equity Shares which each existing shareholder of the Company, on the record date will be entitled to in proportion to the Equity Shares held by the Eligible Equity Shareholder on such date;

3. To fix the record dates for the purpose of the Issue for ascertaining the names of the Eligible Equity Shareholders who will be entitled to receive rights entitlements;

4. To decide the treatment to be given to the fractional entitlement, if any, including rounding upward or downwards or ignoring such fractional entitlements or issue of fractional coupons and the terms and conditions for consolidation of fractional entitlements into a whole Equity Share and application to the Company for the same as well as to decide the disposal of the Equity Share representing the fractional coupons which are not so consolidated and presented to the Company for allotment of whole Equity Shares or treating fractional entitlement in the manner as may be approved by SEBI and the Stock Exchanges;

5. Authorisation of any director or directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as the authorised person in its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the Securities;

6. Seeking, if required, the consent of the lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any other consents that may be required in connection with the issue and allotment of the Securities;

7. To appoint any one of the Stock Exchanges as the Designated Stock Exchange;

8. Seeking listing of the Securities on any Indian or international stock exchange, submitting the listing application to such stock exchange and taking all actions that may be necessary in connection with obtaining such listing;

9. Deciding upon the issue structure and nature of the offering and deciding the pricing and terms of the Securities, and all other related matters, including taking any action on two way fungibility for conversion of underlying equity shares into FCCBs/GDRs/ ADRs, as per applicable laws, regulations or guidelines;

10. To open and operate one or more bank accounts in the name of the Company in Indian currency or foreign currency(ies) with such bank or banks in India and/or such foreign countries as may be required in connection with the aforesaid issue, including with any escrow bank;

11. To settle all questions, difficulties or doubts that may arise in regard to such issue(s) or allotments and utilization of the issue proceeds as it may, in its absolute discretion deem fit, without being required to seek any further consent or approval of the member or

11

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

otherwise, to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution, and accordingly any such action, decision or direction of the Board shall be binding on all the members of the Company;

1. To file form FC-GPR, FC-TRS or any other form required under applicable law with the authorized dealer, RBI or any other regulatory authority with respect to the issuance of the Securities;

2. To affix the common seal of the Company on any agreement(s)/ document(s) as may be required to be executed in connection with the above, in accordance with the provisions of applicable law;

3. To decide and approve the other terms and conditions of the issue of the Securities and also shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient; and

4. To do all such acts, deeds, matters and things as the Fund Raising Committee may, in its absolute discretion, consider necessary, proper, expedient, desirable or appropriate for making the said issue as aforesaid and to settle any question, query, doubt or difficulty that may arise in this regard including the power to allot under subscribed portion, if any, in such manner and to such persons(s) as the Board, may deem fit and proper in its absolute discretion to be most beneficial to the Company.”

“ RESOLVED FURTHER THAT, the powers of the Fund Raising Committee set forth herein above are inclusive and not exclusive, and shall not be deemed to be restricted to, or be constrained by, the provisions of any other part of this resolution.”

“ RESOLVED FURTHER THAT, the quorum for a meeting of the Fund Raising Committee shall be two directors, present and voting.”

“ RESOLVED FURTHER THAT, Mr. Jagdishkumar M. Gupta (Executive Chairman) (DIN:01112887) and/or Mr. Kamal J. Gupta (Managing Director) (DIN:00628053) and/or Dr. Nalin J. Gupta (Managing Director) (DIN: 00627832) be and are hereby severally authorised to do all such acts, deeds and things, as may be required to give effect to the above resolution, including but not limited to intimating the above to the stock exchanges and making other statutory and/or regulatory filings, if any on behalf of the Company.”

“ RESOLVED FURTHER THAT, all actions taken in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.”

RESOLVED FURTHER THAT , Mr. Jagdishkumar M. Gupta (Executive Chairman) (DIN: 01112887) and/or Mr. Kamal J. Gupta (Managing Director) (DIN: 00628053) and/or Dr. Nalin J. Gupta (Managing Director) (DIN: 00627832) or Mrs. Poornima Chintakindi (Company Secretary) of the Company, be and are hereby authorized to issue a “true copy” of this resolution, certified to be valid and subsisting to the concerned authorities / parties as may be required from time to time.”

12

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

FOR J. KUMAR INFRAPROJECTS LIMITED

Poornima Chintakindi

Company Secretary & Compliance Officer

Registered Office:

J. Kumar House, CTS No. 448, 448/1, 449 Subash Road, Vile Parle (East), Mumbai 400057

Place: Mumbai Date: 06[th] November, 2025

Notes:

1. The relevant Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Rules each as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice.

2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/ List of Beneficial Owners as received by the Company from the Depositories/ Bigshare Services Private Limited, the Company’s Registrar and Transfer Agent (‘ RTA ’), as on Friday, 14[th] November, 2025 (‘ Cut-Off Date ’) and whose e-mail addresses are registered with the Company/ RTA/ Depositories/ Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member as on the Cut-Off Date should treat this Notice for information purposes only.

It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to nonregistration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, 2015, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-voting

13

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in the Notice.

1. The remote e-voting shall commence on Friday, 28[th] November, 2025 at 9:00 a.m. (IST) and shall end on Saturday, 27 December, 2025 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for e-voting thereafter.

2. The Board of Directors has appointed Mr. Dhrumil M. Shah, holding Certificate of Practice No. 8978 or failing him, Mr. Dhiraj Ravindra Palav, holding Certificate of Practice No. 26159, of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, (FRN: L2023MH013400) ) as the Scrutinizer to scrutinize the postal ballot process in fair and transparent manner.

3. The Scrutinizer will submit his report to the Chairman, or any other person authorised by him, after scrutiny of the votes cast, on the result of the Postal Ballot within two working days from the conclusion of the postal ballot e-voting. The Scrutinizer’s decision on the validity of votes cast will be final.

4. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at https://www.jkumar.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared by the Chairman or any other person so authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.

5. The Resolution, if passed by the requisite majority through Postal Ballot by remote e- voting, will be deemed to have been passed on the last date specified for e-voting i.e. Saturday, 27[th] December, 2025.

6. Members may download the Notice from the website of the Company at https://www.jkumar.com or from the website of NSDL at www.evoting.nsdl.com A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com

7. The vote in this Postal Ballot cannot be exercised through proxy.

8. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to secretarial@jkumar.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID.

9. The Securities and Exchange Board of India vide its Circular No. SEBI/HO/MIRSD/MIRSD PoD/P/CIR/2025/97 dated July 2, 2025(“Circular”) has facilitated mechanism for a “Special Window for Re-lodgement of Transfer Requests of Physical Shares” and accordingly all physical share transfer deeds lodged for transfer with the Company or its Registrar and Transfer Agent (RTA) prior to discontinuation of physical mode of transfer, have been provided with an opportunity to re-lodge the same with the Company/RTA during a special window period of six months from July 07, 2025 till January 06, 2026. During this period, the securities that are re-lodged for transfer (including those requests that are pending with the company

14

J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

/ RTA, as on date) shall be issued only in demat mode. However, due process shall be followed for such transfer-cum-demat requests. For further details you may contact the Company Secretary of the Company or the Registrar and Transfer Agent of the Company.

1. The Company has done 100-days campaign "Saksham Niveshak" (from 28[th] July 2025 to 6[th] November 2025) for shareholders whose dividends have remained unpaid/unclaimed and whose KYC is not yet updated. During the tenure of this Campaign, all the eligible shareholders whose dividends have remained unclaimed/unpaid for any financial year and/or whose KYC and/or nomination details are not updated, are requested to update their KYC and/or claim their unpaid/unclaimed dividend to avoid transferring your dividend and shares to IEPF. For necessary actions, please refer to the details given on the Company's website at www.jkumar.com

15. Process for Registration of e-mail addresses:

Members holding shares in physical mode and who have not registered / updated their e-mail addresses are requested to update their e-mail addresses with the RTA in prescribed Form ISR–1 and other forms pursuant to Circular issued by the Securities and Exchange Board of India (SEBI), bearing No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023. The formats of the forms are available on the website of the RTA at www.bigshareonline.com. Members holding shares in dematerialized mode are requested to register/ update their e-mail addresses with the relevant Depository Participant(s). The Company and RTA will co-ordinate with NSDL and provide the login credentials to the above-mentioned Members, subject to receipt of the required documents and information from the Members. The Postal Ballot Notice is also being uploaded on the website of the Company https://www.jkumar.com and on the websites of the Stock Exchanges at BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com).

16. INSTRUCTIONS FOR VOTING FOR MEMBERS:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository

15

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Login method for Individual shareholders holding securities in demat mode is given below:	Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin .jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 2.ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3.If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4.Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as

16

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Shareholders
holding securities in demat
mode with	CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on

17

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J. KUMAR INFRAPROJECTS LIMITED Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e Voting system for the first time, you will need to

19

J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

	Website:www.jkumar.com, CIN: L74210MH1999PLC122886
	retrieve the ‘initial password’ which was communicated to you. Once you
	retrieve your ‘initial password’, you need to enter the ‘initial password’ and
	the system will force you to change your password.
	c) How to retrieve your ‘initial password’?
	(i) If your email ID is registered in your demat account or with the
	company, your ‘initial password’ is communicated to you on your
	email ID. Trace the email sent to you from NSDL from your mailbox.
	Open the email and open the attachment i.e. a .pdf file. Open the .pdf
	file. The password to open the .pdf file is your 8 digit client ID for
	NSDL account, last 8 digits of client ID for CDSL account or folio
	number for shares held in physical form. The .pdf file contains your
	‘User ID’ and your ‘initial password’.
	(ii) If your email ID is not registered, please follow steps mentioned
	below inprocess for those shareholders whose email ids are not
	registered
6.	If you are unable to retrieve or have not received the “Initial password” or have
	forgotten your password:
	a) Click on “Forgot User Details/Password?”(If you are holding shares in your
	demat account with NSDL or CDSL) option available on
	www.evoting.nsdl.com.
	b) Physical User Reset Password?” (If you are holding shares in physical mode)
	option available onwww.evoting.nsdl.com.
	c) If you are still unable to get the password by aforesaid two options, you can
	send a request atevoting@nsdl.com mentioning your demat account
	number/folio number, your PAN, your name and your registered address etc.
	d) Members can also use the OTP (One Time Password) based login for casting the
	votes on the e-Voting system of NSDL.
7.	After entering your password, tick on Agree to “Terms and Conditions” by selecting
	on the check box.
8.	Now, you will have to click on “Login” button.
9.	After you click on the“Login”button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

20

J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to dhrumil@dmshah.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self

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J. KUMAR INFRAPROJECTS LIMITED

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Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India,

Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to secretarial@jkumar.com.

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to secretarial@jkumar.com. If you are an Individual shareholders holding securities in demat mode, you are requested to -

refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number -

and email ID correctly in their demat account in order to access e Voting facility.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 1 of the accompanying Notice dated 06[th] November, 2025:

ITEM NO. 1

The Board of Directors of the Company (JKIL), has approved the proposal of issuance of Securities: Considering the funding requirements and growth objectives of the Company and its businesses, the Board of Directors (“Board”, and such term shall include a duly constituted committee thereof ) at its meeting held on November 06, 2025, approved raising of funds/capital for an aggregate amount not exceeding Rs. 800 Crores, inter alia, by way of issue of Equity Shares or by way of an issue of any instrument or security including convertible/ redeemable preference shares, fully/partially convertible debentures or by way of a composite issue of nonconvertible debentures, issue of depository receipts or any other eligible securities, and/or any other financial instruments convertible into Equity Shares (including warrants, or otherwise) and/or securities linked to Equity Shares, and/ or any combination of any of the aforementioned securities, secured/unsecured, listed on recognized stock exchanges in India or abroad (all of which are hereinafter collectively referred to as “Securities”), from time to time, in one or more tranches, and/or one or more issuances simultaneously or collectively or otherwise through one or more public and/or private offerings and/or on a preferential allotment basis

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J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

and/or a qualified institutions placement (“QIP”) pursuant to Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), and/or any combination thereof or any other method as may be permitted under applicable laws through issue of prospectus, and/or preliminary placement document, placement document and/or other permissible/ requisite offer documents to any eligible investors (“Issue”). The Securities are proposed to be listed on one or more of the Stock Exchanges where the Equity Shares are listed and the allotment of Securities would be subject to regulatory approvals, if any.

a. Amount of the Offering : This special resolution enables the Board to issue Securities for an aggregate consideration not exceeding Rs. 800 Crores (Rupees Eight Hundred Crores only).

b. Relevant Date : In case of a QIP, the “Relevant Date” will be the date when the Board (including any Committee thereof ) decides to open the Issue for subscription or any other date in accordance with applicable law. In case of other type of issuance, relevant date shall be as per applicable law.

c. Objects of the offering : The Company shall utilize the proceeds from the offering (after adjustment of expenses related to the offering, if any) at various stages for the usage of one or more, or any combination of the following: (i) capital expenditure,(ii) repayment of debt,(iii) working capital requirements of the Company (vi) general corporate purposes and any other object as may be decided by the Board. Pending utilization of the proceeds from the Issue, the Company shall invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted.

d. Basis or justification of pricing : The issue of Securities may be consummated through single or multiple offer documents, in one or more tranches, at such time or times, at such price, at a discount or premium to market price in such manner and on such terms and conditions as the Board may in its absolute discretion decide taking into consideration prevailing market conditions and other relevant factors and wherever necessary in consultation with the book running lead manager(s) and other agencies and subject to the SEBI ICDR Regulations and other applicable laws, regulations, rules and guidelines. The price at which Securities shall be allotted in the Offering shall not be less than the price determined in accordance with the SEBI ICDR Regulations, through either the book building mechanism (in case of a public offer) or a prescribed formula, as the case maybe. Provided that the Board may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the price calculated in accordance with the pricing formula provided under the SEBI ICDR Regulations.

e. Interest of Promoter, Directors and Key Managerial Personnel : If a QIP is undertaken, as part of the Issue, in terms of Chapter VI of SEBI ICDR Regulations, the promoters, member of the promoter group, directors and key managerial personnel of the Company will not subscribe to the QIP.

f. Schedule of the Offering : The detailed terms and conditions for the offering will be determined in consultation with the advisors, book running lead managers,

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J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

merchant bankers, underwriters and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements for different kinds of issuances. The allotment of the Securities pursuant to the Issue shall be completed within such period as prescribed under the SEBI ICDR Regulations. In the event a QIP is undertaken, the allotment shall be completed within 365 days from the date of this resolution.

Other material terms:

g. The Equity Shares issued, if any, shall rank pari passu in all respects with the existing Equity Shares of the Company, including entitlement to dividend, if any.

h. None of the directors or the key managerial personnel of the Company and/or their relatives are concerned or interested in the said resolution, other than to the extent of their shareholding in the Company. The directors or key managerial personnel of the Company or their relatives may be deemed to be concerned or interested in the proposed resolution to the extent of Equity Shares that may be subscribed by the companies/ institutions in which they are directors or members.

i. As the Issue may result in the issue of Securities of the Company to investors who may or may not be members of the Company, consent of the members is being sought pursuant to Sections 23, 42, 62, 71 and other applicable provisions, if any, of the Companies Act, 2013 and any other law for the time being in force and being applicable and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

j. In connection with the proposed offering of Securities, the Company is required, inter alia, to prepare various documentations and execute various agreements. The Company is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Hence, the details of the proposed allottees, percentage of post-Issue of Securities that may be held by them and other details are not available at this point of time and shall be disclosed by the Company under the applicable regulations in due course (at appropriate time and mode). Accordingly, it is proposed to authorize the Board to identify the investor(s), issue such number of Securities, negotiate, finalize and execute such documents and agreements as may be required and do all such acts, deeds and things in this regard for and on behalf of the Company. The Securities allotted would be listed on the Stock Exchanges where the Equity Shares of the company are listed. The issue and allotment would be subject to the receipt of regulatory approvals, if any.

k. The Board accordingly recommends the special resolution as set out in this Notice for approval of the members. None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.

The Board recommends the resolution for the approval of the members by way of a Special Resolution.

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J. KUMAR INFRAPROJECTS LIMITED

==> picture [69 x 60] intentionally omitted <==

Regd Off: J. Kumar House, CTS No. 448, 448/1, 449, Subhash Road, Vile Parle (East), Mumbai 400 057, Maharashtra, India, Fax: +91 22 26730814, Email: investor.grievances@jkumar.com Website: www.jkumar.com , CIN: L74210MH1999PLC122886

The Board of Directors of the Company recommends the resolution set out at Item No. 1 of this Postal Ballot Notice for approval of the Members as a Special Resolution.

By Order of the Board of Directors FOR J. KUMAR INFRAPROJECTS LIMITED

Poornima Chintakindi Company Secretary & Compliance Officer

Registered Office: J. Kumar House, CTS No. 448, 448/1, 449 Subash Road, Vile Parle (East), Mumbai 400057

Place: Mumbai Date: 06[th] November, 2025

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