Universus Photo Imagings Ltd

AGM Details

• Date: 30 September 2026; Time: 11:30 AM; Mode: Physical AGM.
• Venue: M Garden Hotel, Gulaothi, Bulandshahr, UP.
• Remote e-voting: Sep 27-29, 2026; ballot voting at AGM.

Resolutions

• Adoption of standalone and consolidated financial statements (Ordinary).
• Re-appointment by rotation of Director Sanjiv Kumar Agarwal (Ordinary).
• Re-appointment of Independent Director Sanjeev Aggarwal for second term (Special).
• Approval of Material Related Party Transactions with JPFL Films Private Limited (Ordinary).

Voting status

• Adoption of financial statements: results not disclosed.
• Director by rotation: results not disclosed.
• Independent director: results not disclosed.
• Material related party transactions: results not disclosed.

Director changes

• Independent Director Sanjeev Aggarwal re-appointed for five-year term, Nov 13, 2026–Nov 12, 2031; sitting fees only.
• Director Sanjiv Kumar Agarwal re-appointed by rotation.

Related party transactions

• RPT with JPFL Films Private Limited approved in ordinary resolution.

Universus Photo Imagings Limited: Trading Window closed from October 1, 2026 until the completion of 48 hours after the declaration of the Unaudited Financial Results for the second quarter and half year ended September 30, 2026.

Segment Details

• Single operating segment identified: Photo Films, for quarter ended 30 June 2026.

Financials

• Standalone total income: 3,971.81 Lakhs; PAT: 1,925.91 Lakhs.
• Standalone revenue from operations: 1,877.66 Lakhs; Standalone EPS: 17.59 Rs.
• Consolidated total income: 3,971.81 Lakhs; Consolidated PAT: (7,993.63) Lakhs; Consolidated EPS: (73.02) Rs.

AGM & Governance

• 15th AGM scheduled for 30 September 2026 at M Garden Hotel, Bulandshahr.
• Board comprises six directors; five non-executive, one executive.
• Independent Director Sanjeev Aggarwal to be reappointed for second term (2026-2031).
• Independent Directors met separately on 11 February 2026.

Related Party Transactions

• Material RPT with JPFL Films Private Limited; aggregate value not exceeding ₹50 crore.
• Purchases of goods under RPT subject to arm's-length terms and ordinary-course policy.
• Audit Committee approved RPT disclosures and terms; details provided in explanatory statement.

CSR & Sustainability

• CSR expenditure: ₹5.98 Lakhs; CSR obligation: ₹5.73 Lakhs.
• Shortfall/Excess for CSR year: ₹0.24 Lakhs.
• CSR activities focus: Healthcare and Skill Development; CSR policy available online.

Audits & Internal Controls

• Statutory Auditor: Suresh Kumar Mittal & Co; audit fee ₹4.30 Lakhs.
• Secretarial Auditor: DMK Associates; no observations in secretarial audit.
• Internal financial controls are adequate and operating effectively.

Capital & Shareholding

• Equity share capital: ₹1,094.66 Lakhs; total equity ₹66,770.43 Lakhs (Stand-alone).
• Promoter/promoter group hold 74.55% as of 31 Mar 2026.
• Equity shares listed on BSE and NSE; ISIN INE03V001013; 99.52% dematerialised.

Associate & Consolidation

• Associate: JPF Netherlands B.V. holds 39.87%; equity method applied in consolidation.
• FY2025-26 consolidation includes unaudited foreign associate figures; impact disclosed in notes.

Outlook & Risks

• Industry risk from digital imaging shift reduces X-ray film demand.
• Exploration of broader healthcare and imaging opportunities planned.
• Geopolitical and currency risks noted; ongoing vigilance advised.

Corporate Governance Highlights

• Board has independent directors; familiarization programs and annual performance evaluations conducted.
• Rigorous audit committees and risk management processes in place.

AGM details

• AGM date/time/mode: 30 September 2026, 11:30 AM, physical meeting.
• Venue: M Garden Hotel, Gulaothi, Bulandshahr, Uttar Pradesh.
• Record date for voting: 23 September 2026.
• Share register closure: 24 September 2025 to 30 September 2026 (inclusive).

Resolutions

• Ordinary: Adoption of standalone and consolidated Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appointment of retiring director Sanjiv Kumar Agarwal (liable to retire by rotation).
• Special: Re-appointment of Sanjeev Aggarwal as Independent Director for a second five-year term (2026–2031).
• Ordinary: Approval of material RPT with JPFL Films Private Limited up to Rs 50 crore for 2026–2029.

RPT context

• Related party: JPFL Films Private Limited; nature: purchase of goods.
• Proposed aggregate RPT value: Rs 50 crore across 2026-27 to 2028-29.
• Past related-party transactions: FY2025-26 purchases ₹2.21 crore; current year-to-date ₹0.67 crore.
• Audit Committee approved; related parties to abstain from voting on Item 4.

Other governance

• Cut-off date for voting: 23 September 2026.
• Explanatory Statement covers independence, tenure, and rationale for the resolutions.

Standalone results

• Standalone Q1 FY27 revenue from operations ₹5.48 cr; total revenue ₹12.92 cr.
• Other income ₹7.44 cr; total expenses ₹4.71 cr.
• Profit before tax ₹8.21 cr; tax ₹1.26 cr; PAT ₹6.95 cr.
• Basic and diluted EPS ₹6.35; for the quarter.
• Auditors' limited review conducted; no material misstatement observed.
• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.

Consolidated results

• Consolidated quarterly PAT after tax ₹45.33 cr; total comprehensive income ₹45.08 cr.
• Group's share of net profit after tax from one foreign associate ₹38.38 cr.

Governance & board actions

• Board met 12 Aug 2026; approved unaudited standalone and consolidated results.
• Internal Auditor appointed: Mr. Suresh Kumar for FY 2026-27.
• Independent Director Sanjeev Aggarwal re-appointed for second term 13 Nov 2026 to 12 Nov 2031; subject to members' approval.
• Remuneration for Independent Director limited to sitting fees.
• Term commencement 13 November 2026; end 12 November 2031.
• Meeting duration 7:00 PM to 10:05 PM.
• Audit Committee reviewed results; Limited Review conducted by Statutory Auditors.

SEBI Show Cause Notice

• SEBI issued a Show Cause Notice against Universus Photo Imagings Limited on governance-related observations.
• Date of receipt: August 6, 2026; company to file a reply and cooperate.
• Annexure A notes observations on certain transactions and governance matters; no penalties imposed yet.
• Financial impact cannot be ascertained at this stage.
• Company states it will extend full support and cooperation to SEBI.
• Show Cause relates to governance and certain transactions; period not stated.