Market & News

To the Members,

Your Directors have pleasure in presenting the 21^st Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31^st March, 2024.

1) FINANCIAL SUMMARY

The summarized Standalone and Consolidated Financial Results for the year under review are given below:-

(Rs. in Lacs)

The financial results of the Company have been prepared in accordance with The Companies (Indian Accounting Standards) Rules, 2015, prescribed under section 133 of the Companies Act, 2013.

2) CONSOLIDATED FINANCIAL STATEMENTS

In pursuance of the provisions of the Companies Act, 2013, (the Act) Rules thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the applicable Accounting Standards, the Company has prepared Consolidated Financial Statements.

3) OPERATIONS AND STATE OF AFAIRS

Presently your Company is engaged in the business of holding strategic investment in the shares of group companies and has earned total income of Rs. 2032 lacs and earned profit after tax of Rs. 1533 lacs. The Company earned income mainly on fair value changes in the investments held by the Company. The Company has not transferred any amount to reserve during the period under review.

4) DIVIDEND

The Board of Directors has not recommended any dividend during the Financial Year.

5) CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report is attached to this Report. The declaration of the Managing Director confirming compliance with the ‘Code of Conduct' of the Company and Auditor's Certificate confirming compliance with the conditions of Corporate Governance are enclosed to this Report.

6) SUBSIDIARY

During the period under review, your Company has no Subsidiary Company.

7) CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act and the Rules made their under the Board of Directors has constituted the CSR Committee. The terms of reference of the CSR Committee broadly comprises:

1. To formulate CSR Policy and include activities that may be undertaken by the Company under the Act.

2. To recommend the amount of expenditure to be incurred on the activities referred above.

3. To monitor the CSR Policy of the Company from time to time.

Further, the company during the year under review did not meet the criteria required for spending the amount in CSR activities in terms of section 135 of the Companies Act 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your company was not required to spend any amount towards CSR based activities for the financial year 2023-24. Accordingly, the Annual Report on the CSR activities has not been included in this report. The board of directors reviewed the same in their meeting held on 14^th February, 2024 and no Committee meeting of Corporate Social Responsibility Committee held during the FY 2023-24. The Policy on Corporate Social Responsibility is available on the website of the Company and can be accessed at the weblink of the Company at http:// jindalphoto.com/investors.asp.

8) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently the Board of Directors of the Company comprises of six directors. One being Executive Director, with two being in the category of Non-Executive Independent Directors and remaining three being in the category of Non-Executive Directors including one is woman director. Board has permanent Chairman in the category Non-executive Independent Director. The Non-Executive Directors bring objective and independent perspective in Board deliberations and decisions as they have a wider view of external factors affecting the Company and its business. These directors make a constructive contribution to the Company by ensuring fairness and transparency while considering the business plans devised by the management team.

All the Independent Directors have requisite knowledge of business, in addition to the expertise in their area of specialization. The Company has received declaration from each of the Independent Directors confirming that he meets the criteria of independence as defined under the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board of Directors, the Independent Directors fulfil all the conditions as specified in the Listing Regulations and are independent of the management. The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company. The Company has issued letters of appointment to the Independent Directors and the terms and conditions of their appointment have been uploaded on the website of the Company. Detailed in respect of change in composition of the Board of Directors during the period under review has been given in the Corporate Governance Report which is form part of Annual Report.

The brief resume and other requisite details of the Director proposed to be re-appointed/appointed is given in the notice convening the ensuing AGM. In accordance with the provisions of Section 150 of the Act read with the applicable Rules made thereunder, the Independent Directors of the Company have registered themselves in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar ["llCA"]. The Independent Directors of the Company are exempted to pass an online proficiency self-assessment test conducted by llCA. All the Independent Directors have submitted declarations that they meet the criteria of independence as provided under Section 149 of the Companies Act, 2013 and the Listing Regulations. In pursuance of the provisions of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Manoj Kumar Rastogi-Managing Director, Mr. Awadhesh Kumar Jha, Chief Financial Officer and Ms. Preeti Singhal, Company Secretary are at present Key Managerial Personnel of the Company. Mr. Ashok Yadav, Company Secretary and Compliance Officer of the Company had resigned from his office on 17^th March, 2024 and Ms. Preeti Singhal was appointed as Company Secretary and Compliance Officer of the company w.e.f. 28^th May, 2024.

Mr. Vinumon Kizhakkeveetil Govindan (DIN 07558990) has resigned from the position of Director of the Company w.e.f. 2^nd September, 2024 and Mr. Sunil Kumar Agarwal (DIN: 00449686) was appointed as additional director of the Company w.e.f. 2^nd September, 2024.

Mr. Manoj Kumar Rastogi (DIN 07585209) is retiring by rotation in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board met five times during the Financial Year 2023-24. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. (details has been provided in the corporate governance report)

9) REMUNERATION POLICY

In pursuance of the provisions of Section 178 of the Act, and Listing Regulations, the Company has formulated a Remuneration Policy which is available at Company's website at http://jindalphoto.com/ investors.asp The Remuneration Policy, inter-alia, includes the appointment criteria & qualification requirements, process for appointment & removal, retirement, remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company.

10) DISCLOSURES

a) The Paid -up Equity Share Capital of the Company as on 31.03.2024 was Rs. 1,025.83 Lakhs. Your Company has not issued any shares during the Financial Year 2023-24.

b) No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

c) All Related Party Transactions entered during the year were on arm's length basis and in the ordinary course of business. The Company has not entered any transaction with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last Audited Financial Statements), were entered during the year by the Company. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

d) In view of Ministry of Corporate Affairs notification Number GSR 538 (E) dated 28th August, 2020 Annual Return is available on the website of the Company viz. www.jindalphoto. com having following web link, http:// www.jindalphoto.com/investor_relations pursuant to compliance of Section 92(3) of the Companies Act, 2013.

e) The following information is given in the Corporate Governance Report attached to this Report:

i) The performance evaluation of the Board, the Committees of the Board, Chairperson and the individual Directors;

ii) The Composition of Audit Committee; and

iii) The details of establishment of Vigil Mechanism.

f) The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

i) Details of investments made by the Company as on 31^st March, 2024 (including investments made in previous years). The details of which are given in the Note no. 5 of Financial Statements that forms part of this Annual Report.

ii) Details of loans given by the Company: Mandakini Coal Co Ltd.: Rs. 558.68 lacs

iii) Details of Corporate Guarantee given by the Company - NIL

g) During the year, the auditors and the secretarial auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

h) The Company has complied with all the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

i) The Central Government has not specified maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt with by the company

j) The Company has one Associate Company namely Jindal India Powertech Limited and one Joint Venture Company namely Mandakini Coal Company Limited. Further for performance of above associate and joint venture and their contribution to the overall performance of the Company during the year refer Form No. AOC 1, which is part of the Annual Report.

k) There is no material change(s) and commitment(s) affecting the financial position of the companyhave occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report;

l) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

m) The Company has not taken any loan from the Banks or Financial Institutions, accordingly requirement of giving the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

11) DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended March 31, 2024;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

12) INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

13) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act, the Board has re-appointed M/s VASK & Associates, Chartered Accountant (Firm Registration number 038097N) as Internal Auditors for conducting the Internal Audit of the Company for the Financial Year 2024-25. The internal auditor is conducting internal audit periodically and is submitting his report on quarterly basis. The report of the internal auditors is being placed before the Audit Committee and the Audit Committee members in the meeting periodically review report of the Internal Auditors.

14) AUDITORS

The Notes to the Financial Statements read with the Auditor's Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, fraud, adverse remark or disclaimer in the Auditor's Reports. The first term of M/s Suresh Kumar Mittal & Co., Chartered Accountant (Firm Registration number 500063N) completed at the conclusion of 19^th Annual General Meeting. The shareholders at their 19^th AGM re-appointed M/s Suresh Kumar Mittal

& Co., Chartered Accountant (Firm Registration number 500063N) as Statutory Auditors of the Company for a further period of 5 years from the conclusion of 19^th AGM till the conclusion of 24^th AGM in their second term to conduct statutory audit of the accounts of the Company from Financial Year 2022-23 to Financial Year 2026-27.

15) SECRETARIAL AUDIT

The Board had re-appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2024-25. The Report of the Secretarial Auditor in respect of Financial Year 2023-24 is annexed to this report as Annexure II. The report does not contain any qualification, reservation, adverse remark or disclaimer.

16) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company don't have any manufacturing facility, therefore disclosure of information in respect of energy conservation, technology absorption is not applicable to the Company. There is no foreign exchange earnings and outgo during the period under review.

17) RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

18) DEPOSITS

During the year, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the beginning and end of the Financial Year 2023-24.

19) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on prevention of Sexual Harassment at workplace at Group Level. This Policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the said Policy, an Internal Complaints Committee is also in place at Group Level to redress complaints received regarding sexual harassment. There was no complaint received from an employee during the financial year 2023-24 and hence no complaint is outstanding as on 31st March, 2024 for redressal.

20) PARTICULARS OF EMPLOYEES

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

(i) Ratio of remuneration of each director to median remuneration of Employees and % increase in Remuneration is not applicable since Directors and Managing Director are getting only sitting fees to attend meetings of the Board and Committees thereof and are not getting any other remuneration.

(ii) The percentage increase in the median remuneration of employees in the Financial Year is not comparable.

(iii) The number of permanent employees were 2 (two) as at 31.3.2024.

(iv) Average percentile increased already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. N.A.

(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

(vi) Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act

(vii) There is no employee of the Company employed throughout the Financial Year 2023-24 and were paid remuneration more than Rs. 102 Lacs per annum and further there is no employee who has worked for the part of the year and were paid remuneration during the Financial Year 2023-24 at a rate which in aggregate was more than Rs. 8.5 Lacs per month.

21) ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the cooperation extended to the Company. Directors also take this opportunity to thank the shareholders, customers, suppliers and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity to thank them and hope that they will maintain their commitment to excellence in the years to come.