Universus Photo Imagings Ltd

To the Members,

Your Directors have pleasure in presenting the 13th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2024.

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

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is part of this Annual Report.

The Consolidated Profit and Loss Account for the period ended 31st March 2024, includes the Profit and Loss Account for the Subsidiaries/ Associates for the Financial Year ended 31st March 2024. (Refer Form AOC - 1 attached with Consolidated Balance Sheet).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the Company in the Annual report section at http://www.universusphotoimagings.com/investors.html.

During the year, the key highlights of the Company's performance during the Financial Year 2023-24 are as under:

• Revenue from operations on a standalone basis was INR. 3244.76 Lakhs as against INR 4321.55 Lakhs in the previous Financial Year.

• Net Profit before Profit before Depreciation & Tax on a standalone basis was INR. 4048.63 Lakhs as against INR. 4023.42 Lakhs in the previous Financial Year.

• Net Profit after Tax on standalone basis was INR. 3088.77 Lakhs as against INR 3500.70 Lakhs in the previous Financial Year.

Our manufacturing units are certified to the following standards:

• ISO 9001:2015 Quality Management System

• ISO 13485:2016 Medical Device Quality Management System

During the year under review there is no subsidiary of your company. However company is having one Associate company namely JPF Netherlands B.V.

During the year under review, the Company's issued, subscribed and paid-up equity share capital stood at Rs. 10,94,66,040 divided into 1,09,46,604 equity shares of 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares. There is no change in share capital during the year.

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. The Promoters and Persons acting in concert with them hold 74.55% share capital of the Company as on 31st March, 2024.

The Board of Directors have decided to retain the entire amount of profit after tax for FY 2023-24 in the profit and loss account as retained earnings.

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2023-24.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and dividend declared/recommended during the year are in accordance with the said policy. The Policy can also be accessed on the Company's website at the https://www.universusphotoimagings.com

As on 31st March 2024, the Gross Fixed Assets including intangible assets stood at INR. 1185.09 Lakhs and Net Fixed Assets stood at INR.420.75 Lakhs. Additions during the year amounted to INR. 0.58 Lakhs.

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included in the Directors' Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as prescribed in the Listing Regulations, which is further certified by a Practicing Company Secretary.

Furthermore, the Managing Director provides a declaration affirming compliance with the Company's 'Code of Conduct,' emphasizing our unwavering commitment to ethical practices. In addition, the Corporate Governance Report includes an Auditor's Certificate attesting to compliance with the prescribed conditions of Corporate Governance.

By adhering to these robust measures, Universus Photo ensures the promotion of effective Corporate Governance practices, fostering a culture of integrity and responsible decision-making throughout the organization.

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.

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://universusphotoimagings.com/ financial/WHISTLE%20BLOWER%20POLICY.pdf. During the year under review, there was no complaint received under this mechanism.

The Company's Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse range of knowledge and expertise to guide the Company's strategic decisions and achieve its business objectives while looking out for the interests of stakeholders.

During the year under review, the non-executive directors had no financial relationships with the Company, except for receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. The Composition of the Board is in conformity with the applicable provisions of Act and Listing Regulations.

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the Board.

There has been no change in the Board of Directors of the company.

• Mr. Vinod Kumar Gupta, (DIN: 00006526) is Non-Independent and Non- Executive director of the company. He is covered under the category of director liable to retire by rotation.

• Mr. Sanjiv Kumar Agarwal, Director (DIN: 01623575) is Non-Independent and Non-Executive director of the company. He is covered under the category of director liable to retire by rotation.

• Mr. Rathi Binod Pal (DIN: 0092049) is Non-Independent and Non- Executive director of the company. He is covered under the category of director liable to retire by rotation.

• Mrs. Sonal Agarwal (DIN 08212478) is an Independent Director, and her tenure will come to end on 10th December 2024.

• Mr. Naveen Chandra Barthwal is the Chief Financial Officer of the Company

• Board of the Directors in its meeting held on 1st September, 2023 has approved the change the designation of Mr. Shailendra Sinha (DIN: 08649186) from Whole-Time Director to Managing Director of the Company subject to consent of Shareholders.

• Mr. Suresh Kumar (ACS- 41503), is the Company Secretary & Compliance Officer of the Company.

All Independent Directors have submitted declarations affirming their independence. They have confirmed their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Throughout the year 6 (Six) Board meetings were conducted in respect of which proper notices agenda and relevant annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along with the Directors' attendance records, can be found in the accompanying Corporate Governance Report within this Annual Report.

The Audit Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.

For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination & Remuneration Committee's (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Corporate Social Responsibility Committee (CSRC) composition meets with requirement of Section 135 of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For details of the meetings of the CSR Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Stakeholders' Relationship Committee's (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

Recognizing the vital role of Board diversity in its success, Universus Photo actively seeks a broad array of expertise encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions knowledge, strategic planning, sales, marketing, and ESG norms. The Board's diversity policy encapsulates this approach.

The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policy promoting Board diversity, fostering a rich and varied array of directorial insights.

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company's operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company's corporate website at http:// universusphotoimagings.com/investors.html

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. The results of such evaluation are presented to the Board of Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of fixed & variable components of remuneration to the Whole-Time Director and payment of sitting fee & commission to the nonexecutive directors and describes fundamental principles for determination of remuneration of senior management personnel and other employees.

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has formulated a Remuneration Policy which is available at Company's website http://www.universusphotoimagings.com/ financia[/REMUNERATION%20POLICY.pdf.

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is available on the website of the Company under 'Investor Relations' section at http://universusphotoimagings.com/ financial/UPIL Dividend-Distribution-policv.pdf.

As a constituent of B.C. Jindal Group, your Company's commitment to Corporate Social Responsibility (CSR) and societal sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social and environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014, is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the http://universusphotoimagings.com/financial/CSR%20Policy%20UPIL.pdf, guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our year's initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a detailed report in Annexure - I. For additional CSR Committee details, please refer to the enclosed Corporate Governance Report.

At the 12^th Annual General Meeting (AGM), the Members of the Company approved the reappointment of M/s Suresh Kumar Mittal & Co. Chartered Accountants (Firm Registration No. 500063E), as Statutory Auditors of the Company for a second term of five years from the conclusion of 12^th AGM till the conclusion of 17^th AGM of the Company, to examine and audit the accounts of the Company.

The Auditors' Report and Notes on Accounts for the financial year 2023-24 are self-explanatory and therefore do not call for any further comments. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

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.

In pursuance of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s DMK Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for the financial year 2024-25.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditor in Secretarial Audit Report that may call for any explanation from the Directors. The said Secretarial Audit Report is annexed as Annexure - II to this Report.

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.

In accordance with the Central Government's guidelines, specific entities are mandated to maintain cost records as outlined in sub-section (1) of section 148 of the Act. Consequently, this provision does not pertain to the Company.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014, the Board had appointed Mr. Suresh Kumar, Company Secretary as an Internal Auditors for conducting the Internal Audit of the Company for the financial year 2024-25.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm's length basis. The details of the Related Party Transactions (RPTs) as required under Accounting Standard are set out in Note No. 33 to the standalone financial statements forming part of this Annual Report. No Material Related Party Transactions, i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

During the year 2023-24, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms' length and were in the ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company's website at http://www.universusphotoimaainas.com/financial/UPIL RPT 31032023.pdf

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.

The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System.

During the year, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013. There was no public deposit outstanding as on the date of the balance sheet.

Pursuant to regulations 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, Management's Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

According to SEBI Circulars, the compilation and submission of the Business Responsibility and Sustainability Report (BRSR) is compulsory for the top one thousand listed companies based on market capitalization, Your Company does not fall within the criterion of the top 1000 listed entities. Hence, BRSR is not applicable to your company.

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Throughout the year under review, the company's core business activities remained consistent. No alterations were made to the nature of its business.

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31^st March 2024 is available on the website of the Company at http://www.universusphotoimagings.com/investors.html.

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. There is no Loan and Guarantee provided by the Company during the financial year. However, the Company has made investments details of which are given in the Notes No.5 to the Financial Statements.

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is given by way of Annexure- III to this Report.

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting rights during the year 2023-24.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure IV. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)

Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs uphoto@universusphotoimagings.com .

The Company had a total of 49 permanent employees as on 31^st March 2024.

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. There was no complaint received from any employee during the financial year 2023-24.

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31st March, 2024 is part of this Annual Report.

During the year under review, harmonious industrial relations were maintained in your Company.

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to prevent pollution, maximize recycle, reduce waste, discharges and emissions.

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

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2024 and the date of Board's Report.

In alignment with the Insolvency and Bankruptcy Code, 2016, no cases have been instituted against the Company.

No such event has occurred during the year under review.

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and central government authorities for their invaluable cooperation extended to the Company. They also wish to extend their heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed in the Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable results. Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their commitment to excellence in the years ahead.