Your Directors have pleasure in presenting the 23^rd Annual Report on the business and operations of the Company
together with Audited Financial Statements for the year ended March 31, 2026.

1) FINANCIAL SUMMARY

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

(Rs. In Lakhs)

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.

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 AFFAIRS

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. 1261 Lakhs and earned profit after tax of Rs. 383 Lakhs. The
Company earned income mainly on dividend income. 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.

4) DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year 2025-26.

5) SHARE CAPITAL

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 INR 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.

6) SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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).

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.

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

8) MANAGEMENT DISCUSSION & ANALYSIS 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.

9) DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, 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.

Changes to the Board during the year and KMPs Positions:

• Due to resignation of Ms. Preeti Singhal, Company Secretary and Compliance Officer from her office w.e.f.
May 02, 2025.

• Ms. Mukta Sharma was appointed as Company Secretary and Compliance Officer of the company w.e.f. May
28, 2025.

Directors recommended for appointment/re-appointment at the ensuing AGM

• The Act mandates that at least two-third of the total number of directors (excluding independent directors)
shall be liable to retire by rotation. Accordingly, Ms. Geeta Gilotra, Director (DIN: 06932697), Non-Executive
Director being the longest in the office among the directors liable to retire by rotation, retire from the
Board this year and being eligible, has offered herself for re-appointment in the Annual General Meeting of
the Company.

• Mr. Manoj Kumar Rastogi, Managing Director was re-appointed for a period of 5 years w.e.f. August 10,
2021. 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. Manoj Kumar Rastogi for
another term of 5 years w.e.f. August 10, 2026.

The Board met Six times during the Financial Year 2025-26. 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).

10) CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 2025-26. 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 13, 2026 and
no Committee meeting of Corporate Social Responsibility Committee held during the financial year 2025-26.
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

11) 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 https://www.jindalphoto.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.

12) AUDITORS AND THEIR REPORTS
Internal Audit and 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 2025-26. 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: 038097N) as Internal Auditors for conducting the Internal Audit of the Company for the
financial year 2026-27.

Statutory Audit and 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 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.

Secretarial Audit and Auditors

M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor of
the Company for a term of 5 (five) consecutive financial years, commencing from the year 2025-26 to the financial
year 2029-30, at the 22^nd AGM held on July 31, 2025.

The report of the Secretarial Auditor in respect of Financial Year 2025-26 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.

Ms. Pragnya Pradhan has confirmed that she is not disqualified from continuing as the Secretarial Auditor of the
Company.

13) VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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 https:/
/www.jindalpoly.com/Uploads/image/125imguf WHISTLEBLOWERPOLICY.pdf. During the year under review, there
was no complaint received under this mechanism.

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

During the year under review, the Company did not have any manufacturing facility. Accordingly, the disclosure
requirements relating to conservation of energy and technology absorption, as prescribed under Section 134(3)(m)
of the Companies Act, 2013 read with the applicable rules, are not applicable to the Company.

Further, the Company operates solely in the domestic market and, accordingly, there were no foreign exchange
earnings or outgo during the period under review.

15) 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.

16) 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 2025-26.

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

Your company has adopted a Policy on prevention of Sexual Harassment at workplace at Group level. The Company
has adopted a Policy on Prevention of Sexual Harassment at the Workplace in accordance with the principles of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As a matter of
good governance, the Company has access to the Group-level Internal Committee constituted to address
complaints relating to sexual harassment at the workplace.

However, the requirement to constitute an Internal Committee (IC) under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not apply to the Company. And further no such
sexual harassment cases were reported during the year under review.

18) 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 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, 2026.

(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 2025-26 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 2025-26 at a rate which in
aggregate was not less than Rs. 8.5 Lakhs per month.

19) OTHER DISCLOSURES

a) The company has received Initial Public Announcement dated June 29, 2026 under the SEBI (Delisting of
Equity Shares) Regulations, 2021 from Concatenate Power Advest Private Limited (Acquirer 1), Concatenate
Advest Advisory Private Limited (Acquirer 2) and Jindal India Power Limited (PAC) to acquire all the equity
shares that are held by public shareholders and consequently voluntarily delist the equity shares from BSE
limited ("BSE") and National Stock Exchange of India Limited ("NSE").

The Board of Directors, at its meeting held on July 16, 2026, approved the proposal for voluntary delisting
of the equity shares of the Company, pursuant to the proposal received from the Acquirers and Persons
Acting in Concert (PAC), subject to the approval of the shareholders and other applicable statutory and
regulatory approvals, in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021. For
obtaining the approval of shareholders, the Board has also issued Postal Ballot notice dated July 16, 2026
and e-voting is open till August 18, 2026.

Since the proposed delisting is subject to the fulfilment of the prescribed conditions and receipt of requisite
approvals, no effect thereof has been given in these financial results.

b) During the period under review, 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 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.

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 March 31, 2026 (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

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

h) 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

i) 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;

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

k) 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.

l) 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 non¬
compliances were observed during the review period.

m) 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.

n) 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.

20) DIRECTORS RESPONSIBILITY STATEMENT

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, 2026 and of the profit and loss of the Company for the year ended March 31, 2026;

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.

21) ACKNOWLEDGEMENT

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.

For and on behalf of the Board
Jindal Photo LimitedSd- Sd/-

(Manoj Kumar Rastogi) (Geeta Gilotra)

Managing Director Director

DIN 07585209 DIN 06932697

Place : New Delhi
Dated : August 13, 2026