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Your Directors have pleasure in presenting the 22^nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended March 31, 2025.

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

The financial statements 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.

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.

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. 247 Lakhs and incurred Losses after tax of Rs. 274 Lakhs. The Company income mainly consist of fair value changes in the investments held by the Company. The Company has not transferred any amount to reserve during the period under review.

During the year under review, there is no change in the nature of business of the Company.

The Board of Directors has not recommended any dividend for the Financial Year 2024-25.

During the year under review, the Company's issued, subscribed and paid-up share capital, stood at INR 76,65,83,260 divided into 1,02,58,326 equity shares of Rs. 10/- each and 6,64,00,000 preference shares of Rs. 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has also not issued any shares with differential voting rights or sweat equity shares.

The equity shares of the Company are Listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

During the year under review, your Company has no Subsidiary Company. The Company has one Associate Company namely Jindal India Powertech Limited (JIPTL) and one Joint Venture Company namely Mandakini Coal Company Limited (MCCL).

During the year under review, JIPTL has considered and approved the conversion of Optionally Convertible Preference Shares (OCPS) of face value of Rs. 10/- each into 44,02,00,000 equity shares of face value of Rs. 10/ - each. Pursuant to the aforesaid conversion of OCPS into equity shares, although the number of equity shares held by the company in the equity share capital of JIPTL remained unchanged, the percentage of equity share capital held by the company in the equity share capital of JIPTL has changed from 47.54% to 20.11%.

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.

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 a Certificate confirming compliance with the conditions of Corporate Governance from M/s Pragnya Pradhan and Associates are enclosed to this Report.

Pursuant to Regulations 34 of the Listing Regulations, Management's Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

As on March 31, 2025, the Board was duly constituted comprising of 6 (Six) Directors consisting of one Executive and five Non-Executive Directors out of which two were Non-Executive Independent Directors. There was one women 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. Details 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 forms 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. Mukta Sharma, Company Secretary are at present Key Managerial Personnel of the Company.

• Ms. Preeti Singhal was appointed as Company Secretary and Compliance Officer of the company w.e.f. May 28, 2024.

• Mr. Vinumon Kizhakkeveetil Govindan (DIN 07558990) has resigned from the position of Director of the Company w.e.f. September 02, 2024 and Mr. Sunil Kumar Agarwal (DIN: 00449686) was appointed as an Additional Director of the Company w.e.f. September 02, 2024, whose office was later regularised by the shareholders at the last (21^st) AGM of the Company held on September 27, 2024.

• Ms. Preeti Singhal, Company Secretary and Compliance Officer of the Company had resigned from her office on May 02, 2025 and Ms. Mukta Sharma was appointed as Company Secretary and Compliance Officer of the company w.e.f. May 28, 2025.

• The Act mandates that at least two-third of the total number of directors (excluding independent directors) shall be liable to retire by rotation and one-third of rotational Directors retire at each AGM. Accordingly, Mr. Prakash Matai, Director (DIN: 07906108), Non-Executive Director liable to retire by rotation, retire from the Board this year and being eligible, has offered himself for re-appointment in the Annual General Meeting of the Company.

• Mr. Suresh Chander Sharma, Non-Executive Director was appointed as for a period of 5 years w.e.f. May 04, 2020. On the basis of recommendation of Nomination and Remuneration Committee and subject to the approval of shareholders at the ensuing AGM, the Board has re-appointed Mr. Suresh Chander Sharma for the second term of 5 years w.e.f. May 04, 2025.

The Board met Six times during the Financial Year 2024-25. 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).

In compliance with Section 135 of the Act and the Rules made there 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 2024-25. 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 February 11, 2025 and no Committee meeting of Corporate Social Responsibility Committee held during the financial year 2024-25. 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://iindalphoto.com/financial/CSR%20PQLICY.pdf

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 https://www.iindalphoto.com/financial/ Remuneration-Policy.pdf.

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.

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 are submitting their report on (regular interval.) The report of the internal auditors is being placed before the Audit Committee and the Audit Committee members in their meeting periodically review report of the Internal Auditors.

Pursuant to the provisions of Section 138 of the Act, the Board has appointed M/s VASK & Associates, Chartered Accountants (FRN: 038097) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2025-26.

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 for their second term to conduct statutory audit of the accounts of the Company from Financial Year 2022-23 to Financial Year 2026-27.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, were appointed 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 2024-25 is annexed to this report.

The report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

Further, pursuant to the requirement of Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 24A of the Listing Regulations, the Board has recommended appointment of M/s Pragnya Pradhan & Associates for a period of 5 years from FY 2025-26 to 2029-30.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns about unethical behaviour. This policy is available on the Company's website at http:/ /iindalphoto.com/financial/WHISTLEBLOWERPOLICY.pdf During the year under review, there was no complaint received under this mechanism

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.

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.

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 2024-25.

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.

Details of complaints as on March 31, 2025 are as follows:

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 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 March 31, 2025.

(iv) Average percentile increases 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 is not applicable.

(v) The remuneration paid to the Key Managerial Personnel (KMP) other than Directors 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 2024-25 and were paid remuneration not less than Rs. 102 Lakhs 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 2024-25 at a rate which in aggregate was not less than Rs. 8.5 Lakhs per month.

a) 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.

b) 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.

c) In view of Ministry of Corporate Affairs notification Number GSR 538 (E) dated August 28, 2020 Annual Return is available on the website of the Company viz. www.iindalphoto.com pursuant to compliance of Section 92(3) of the Companies Act, 2013.

d) 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, Chairman and the individual Directors;

ii. The Composition of Audit Committee; and

iii. The details of establishment of Vigil Mechanism.

e) 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 March 31, 2025 (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 Company Limited : Rs. 558.68 Lakhs.

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

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

g) 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

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

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

j) 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.

k) The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. No instances of noncompliances were observed during the review period.

l) No penalties or strictures have been imposed on the Company by stock exchanges or Securities and Exchange Board of India or any other statutory authority in any matter related to capital markets during the last three years, for non-compliance by the Company.

m) CEO and CFO certification, as mandated by Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, is provided in the Corporate Governance Report. This certification attests to the accuracy and completeness of the Financial Statements, the adequacy of internal controls, and compliance with various regulatory requirements.

Pursuant to the requirement of Section 134 of the Companies Act, 2013, with respect to Director's Responsibility

Statement, it is hereby confirmed 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, 2025 and of the profit and loss of the Company for the year ended March 31, 2025;

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.

Your directors would Like to express their gratitude to the Banks and other agencies for the co-operation extended to the Company. The directors also take this opportunity to thank the shareholders 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.

Place : New Delhi Date : June 30, 202