Your directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the Company
and the accounts for the financial year ended March 31,2025.

Business Performance and Financial Highlights

Certain key aspects of the Company's performance during financial year ended March 31,2025, as compared to
previous financial year are summarized as below:

Operational Review

During the year under review, Company achieved a good number of Sales. The total income of the company
for the said period increased by Rs. 159.55 Lacs and stood at Rs. 1809.10 Lacs as against Rs. 1649.55 Lacs in
the last year. The net profit after tax during the year is Rs.34.10 lacs as compared to net loss after tax for the
previous financial year stood at Rs.223.07 lacs.

The summarized key indicative figures are mentioned below.

(Rs. In Lacs)

In terms of the Ministry of Corporate Affairs (MCA) notification dated February 16, 2015, the Company has
adopted IND-AS in its financial reporting effective FY 2017-18.

Dividend

The Board of Directors of your Company do not recommend any Dividend on equity shares for the FY 2024-25.
Transfer to Reserves

During FY 2024-25, no amount has been transferred to the general reserves / retained earnings of the Company.
Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2025 is Rs. 6,00,08,000/- comprising 60,00,800
Equity shares of Face Value of Rs. 10/- each. During the year under review, Your Company does not have any
Employee Stock Option Scheme or Employee Stock Purchase Scheme.

Internal Financial Control Systems and its adequacy

The Company has adequate internal financial controls and procedures commensurate with its size and nature of
operations with reference to financial statements. During the year such controls were tested and no reportable
material weaknesses in the design or operation were observed.

Stock Exchange Listing & Compliances

The Equity Shares of your company are continued to be listed on Bombay Stock Exchange Limited, Mumbai.
The company confirms that the Annual Listing fees to Bombay Stock Exchange Limited has been paid and is
up to date. NSDL & CDSL, Depositories are providing their services to our valued shareholders/ members. Your
company has paid Annual Fees to all of them for the financial year 2024-25.

Public Deposits

During the year under review, company has not accepted any deposits from public within the meaning of Chapter
V of the Companies Act, 2013 ("The Act").

Joint Ventures or Associates or Subsidiary Companies

During the period under review, the company has no joint ventures, associates or subsidiary company
Significant or Material Orders passed by Regulators / Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operations in the future.

Secretarial Standards

During the year under review, your Company has complied with all the applicable standards. The same has also
been confirmed by Secretarial Auditors of the Company. Company has conducted all of its meetings of Board and
relevant committee meetings and drafted its minutes in accordance with the SS-1 and SS-2 standards issued by
the Institute of Company Secretaries of India.

Business Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has constituted a Business Risk
Management Committee. The details of the committee and its terms of reference are set out in the Corporate
Governance Report forming a part of the Board's report. At present, there are no risks which, in the opinion of the
Board, threaten the existence of the Company.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of Listing
Regulations, your Company has established a vigil mechanism for the Directors and employees of the Company
to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of Code of
Conduct. The details of the vigil mechanism whistle blower policy are provided in the Corporate Governance
Report. The Code of Conduct is also uploaded on the website of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to
be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)
Rules 2014 are appended as Annexure I.

Corporate Governance and Management Discussion and Analysis Report

Pursuant to Regulation 34 and 34 (3) of the Listing Regulations, the Corporate Governance Report together
with the certificate from the Auditors of the Company regarding compliance with the requirements of Corporate
Governance and Management Discussion and Analysis Report, which form an integral part of this Report, is set
out as Annexure II and Annexure III respectively.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and
others entitled thereto, excluding the information on employees which is available for inspection by the members
at the registered office of the Company during business hours on working days, barring Saturdays and Sundays,
prior to the date of ensuing AGM. If any member is interested in inspecting the same, such member may write to
the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board
has carried out an annual performance evaluation of its own performance, the directors individually as well as
the evaluation of the working of the Committees. The way the evaluation has been carried out has been explained
in the Corporate Governance Report.

Remuneration Policy

Pursuant to Section 178 of the Companies Act, 2013, The Board has on the recommendation of the Nomination
and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management
and their remuneration.

Prevention, prohibition and redressal of sexual harassment at workplace

In order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention
of Sexual Harassment of Women at workplace and has set up an Internal Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to
sexual harassment at workplace of any woman employee. During the year under review, your Company has not
received any complaint pertaining to sexual harassment and no complaint was pending as on March 31,2025.

Industrial Relations

The industrial relations with staff and workers during the year under review continue to be cordial.

Particulars of loans. guarantees or investments under Section 186

The Company has not given any loans covered under the provisions of Section 186 of the Companies Act, 2013.
The details of guarantees and investments made by Company are given in the notes to the financial statements.

Corporate Social Responsibility (CSR)

The CSR initiatives of the Company are aligned with the business strategies. During the year under review,
provisions relating to the Corporate Social Responsibility were not applicable to your Company. Accordingly, no
CSR committee has been formed for the year.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors confirm that -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

(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 loss of the Company for the year ended on that date;

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

(d) the annual financial statements have been prepared 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 were operating effectively.

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

Declaration by Independent Directors

The Independent Directors have given the declaration pertaining to the criteria of independence as per Section
149 (6) of the Act. The Company has provided suitable training to independent directors to familiarize them with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates and business model of the Company.

The Board of Directors of the Company is duly constituted, maintaining proper balance of Executive, Independent
Non-Executive Directors and Women Director.

As per the provisions of Companies Act, 2013, Dhaval J. Soni retires by rotation at the ensuing AGM and being
eligible, seeks re-appointment. Brief profile of the director being re-appointed or appointed as required under
regulation 36(3) of listing regulations and secretarial standards on general meetings are provided in the Notice
of Forth coming Annual General Meeting of the company.

Further after conclusion of F.Y. 2024-25 and before this 33^rd Annual General Meeting, the board of directors
appointed Mr. Bharat K Thakkar as Additional Non-Executive Independent Director of the Company w.e.f. 03^rd
September, 2025 and proposal for his regularization also been proposed to the shareholders for their approval
w.e.f. 30th September, 2025.

Mr. Vishal Khopkar has resigned as Company Secretary of the Company w.e.f, 31^st January, 2025 and Mrs. Aditi
Joshi have appointed as Company Secretary of the Company w.e.f. 01st April, 2025

None of the present Directors of the Company, including those seeking re-appointment at ensuing AGM, are
disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All the Independent, Non-executive Directors of the Company have given declarations that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge duties with an objective, independent judgment and without any
external influence. In the opinion of the Board, all Independent Directors are independent of the management.

Number of Board Meetings

During the year under review, 5 (Five) Board Meetings and 17 (Seventeen) Committee Meetings were convened
and held, the details of which are given in the Corporate Governance Report. The maximum gap between any two
consecutive Board meetings did not exceed 120 days.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 a copy of the Annual Return is available
at the weblink https://photoquip.com/about-us/#anr

Material Changes and Commitments

There have been no material changes and commitment which affect the financial position of the company which
have occurred between the end of the financial year to which the financial statements relate and the date of this
report.

Particulars of contracts or arrangements with Related Parties:

Particulars of every contract or arrangement entered into by the Company with related parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013, including certain arm's length transactions, under third
proviso thereto are disclosed in Form No. AOC-2 at Annexure IV.

Pursuant to Sections 139 & 142 of the Companies Act, 2013, M/s F. P. and Associates, Chartered Accountants
(ICAI Firm Registration No. 143262W) were appointed as the Statutory Auditors of the Company at the 31^st
Annual General Meeting for the period of 5 years.

There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the
statutory auditor's report. The Notes on Financial Statements referred to in the Auditors' Report are self¬
explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

Details of Fraud Reporting by Auditors

As per Auditors report, no fraud under Section 143(12) of the Companies Act, 2013 and rule 13(3) of the Companies
(Audit and Auditors) Rules, 2014 is reported by the Auditor.

Boards comment on the Auditors Report

The observations of the statutory auditors when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and rules made there under, HRU & Associates, Practicing Company Secretary,
has been appointed Secretarial Auditor of the Company for the year 2024-25. The Secretarial Audit report issued
by them in Form No. MR-3 is enclosed at Annexure V to this report. The qualifications in the Secretarial Auditor's
report for the year 2024-25 have been appropriately dealt with at the respective areas.

General

No disclosure or reporting is required in respect of the following items as there were no transactions during the
year under review:

1. Details relating to deposits covered under Chapter V the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

4. No significant or material orders were passed by the regulators or court or tribunals which impact the going
concern status and Company's operation in future.

Acknowledgements

The Company wishes to place on record its sincere appreciation of all, with whose help, co-operation and
consistent efforts, the Company is able to achieve these results.

For and on behalf of the Board of Directors
Dhaval J. Soni

Chairman And Managing Director

Place : Mumbai

Date : 03^rd September, 2025