Directors Report of SJP Ultrasonics Ltd.

Your Directors have pleasure in presenting the 14^th Annual Report on the operations and the
performance of the Company together with the Audited Accounts for the year ended March 31, 2026.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2026 with
comparison to the previous financial year are summarized below:

2. RESERVES & SURPLUS:

Your Directors have made the following appropriations out of the standalone and consolidated profits of
the Company:

The Company has proposed to transfer amount to Rs. 5,24,25,555 (Rupees Five Crore Twenty-Four
Lakhs Twenty-Five Thousand Five Hundred Fifty Only) to Reserves and Surplus during the financial
year Ended 2025-26.

3. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/ STATE OF
COMPANY''S AFFAIR.

During the year under review, the Company has achieved turnover along with Other Income of Rs.
26,63,46,624/- (Rupees Twenty-Six Crore Sixty-Three Lakhs Forty-Six Thousand Six Hundred and
Twenty-Four Only) as against Rs. Rs. 21,15,47,048/- (Rupees Twenty-One Crore Fifteen Lakhs Forty-
Seven Thousand and Forty Eighty Only) for the previous year.

After deducting total expenditure aggregating to Rs. 19,57,82,965 /- (Rupees Nineteen Crore Fifty-Seven
Lakhs Eighty-Two Thousand Nine Hundred and Sixty-Five Only) as Compared to previous year Rs.
15,65,01,520/- (Rupees Fifteen Crore Sixty-Five Lakhs One Thousand Five Hundred and Twenty Only).

The Company Has Booked the Profit after tax of amount to Rs. 5,24,25,555 (Rupees Five Crore Twenty-
Four Lakhs Twenty-Five Thousand Five Hundred and Fifty-Five only) as against profit of Rs.
4,15,24,374/- (Rupees Four Crore Fifteen Lakhs Twenty-Four Thousand and Three Hundred and
Seventy-Four Only) of the previous year.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS OR MATERIAL CHANGES
& COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY.

There is no material Changes are done after the Financial Year Ended.

6. DIVIDEND

During the year, Company has not declared any dividend.

7. HOLDING/ SUBSIDIARY/ ASSOCIATE COMPANIES

The Company does not have any holding/ subsidiary/associate Companies.

8. NUMBER OF BOARD MEETINGS:

The Board of Directors have met 17 times during the financial year 2025-26 and dates of board meeting are
as following:

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year change in constitution of Board of Directors & Key Managerial Personnel of the Company
are as follows.

After the year ended the following changes in constitution of Board of Directors of the Company are as
follows:

NIL

10. COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not
applicable to the Company and hence the Company has not devised any policy relating to appointment of
Directors, payment of Managerial remuneration, Directors qualifications, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.

Further, the board would like to inform that, After the End of Financial year the Company Has Re -
constitute the Nomination and Remuneration Committee.

Details of Director and KMP and Remuneration:

a) Details of Director and KMP:

Director and KMP Appointed During the Year: As stated in Point No. 9 of this Director Report
Director and KMP Appointed After the Year: As stated in Point No. 9 of this Director Report
Director and KMP Resigned During the Year: As stated in Point No. 9 of this Director Report
Director and KMP Resigned After the Year: As stated in Point No. 9 of this Director Report.

b) Remunerations paid to Director and KMP as follows:

(Amt in Rs.)

C) Remunerations payable to Director and KMP as follows:

(Amt in Rs.)

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted Corporate Social
Responsibility ("CSR") Committee. The Company has formed a CSR Policy, which is available on the
website of the Company at https:/ / sjpultrasonics.in/investor-section.

The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR
Programs/ Projects which can be undertaken, implementation of the said programs and projects, criteria for
identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Committee is committed to ensure the social wellbeing of the communities through its CSR initiatives,
in alignment with the Company''s key priorities. The details of the Committee along with its terms of
reference has been disclosed in detail in the Corporate Governance section of Annual Report Annual report
on Corporate Social Responsibility (CSR) activities including the initiatives undertaken by the Company for
the financial year 2025-26 is annexed to this report.

12. STATEMENT INDICATING CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has developed and implemented a risk management policy which identifies major risks
which may threaten the existence of the Company. The same has also been adopted by your Board and is
also subject to its review from time to time. Risk mitigation process and measures have been also formulated
and clearly spelled out in the said policy.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Companies.

14. SHARE REGISTRAR & TRANSFER AGENT (RTA):

The details of Registrar and Share Transfer Agent are as follows:

Name: Maashitla Securities Private Limited

Address: 451, Krishna Apra Business Square, Netaji Subhash Place,

Pitampura, Delhi-110034

Contact Number: 011-45121795/ 011-45121798

Website: https://maashitla.com

15. SIGNIFICANT & MATERIAL ORDER(S) PASSED BY THE REGULATORS

During the year no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company''s operations in future.

16. CHANGES IN SHARES CAPITAL OR CAPITAL STRUCTURE

The Issued, Subscribed and Paid-up capital is Rs. 9,44,00,000/- (Rupees Nine Crore Forty-Four Lakhs only)
divided into 94,40,000 (Ninety-Four Lakhs Forty Thousand Only) equity shares of Rs. 10/- (Rupees Ten
Only) each.

The Authorised Share Capital is 1,60,00,000 Equity Shares of Rs. 10/- Each amount to Rs. 16,00,00,000/-
(Rupees Sixteen Crore Only).

During the end of the year March 31, 2026 the Company had increased its Authorised Share Capital from
10,00,00,000 (Rupees Ten Crore Only) to Rs. 16,00,00,000/- (Rupees Sixteen Crore Only) through passing an
Ordinary Resolution in EoGM Dated Thursday May 29, 2025.

17. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors)
Rules, 2014 as amended from time to time, the members at the 13^th Annual General Meeting held on
September 29, 2025 had approved the appointment M/s. Chirag N. Shah & Associates Chartered
Accountant, having Firm Registration No. 118215W, as the Statutory Auditors of the Company for a
period of 5 (five) consecutive years from the conclusion of the 13^th Annual General Meeting until the
conclusion of the 18^th Annual General Meeting.

18. AUDITORS'' REPORT

The Report given by the Statutory Auditors, M/s. Chirag N. Shah & Associates Chartered
Accountant, having Firm Registration No. 118215W on the financial statements of the Company
forms part of the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as
per Section 143(12) of the Companies Act, 2013.

19. BOARD''S COMMENT ON THE AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT.

The Report given by the Statutory Auditors, M/s. Chirag N. Shah & Associates Chartered
Accountant, having Firm Registration No. 118215W on the financial statements of the Company
forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the
Companies Act, 2013.

The Secretarial Audit is not applicable to the Company.

20. AUDIT COMMITTEE

The Company has constituted an Audit Committee ("AC") in line with the provisions of Section 177 of
the Companies Act, 2013 read with Regulation 18 of SEBI (LODR) Regulations, 2015 and the
Government Guidelines.

As on March 31, 2026, the Audit Committee comprised of the following Directors:

Company Secretary acts as Secretary to the Audit Committee.

During the financial year 2025-26 Eight (8) Meetings of the AC were held as Below:

Participation of the Members in these Meetings is outlined below: -

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company is a Public Limited Company, as per the Articles of Association of the Company, the
appointment, tenure and remuneration of Chairman & Managing Director, Whole Time Directors and
other Directors are decided by Nomination and Remuneration Committee ("NRC") pursuant to the
provisions of the Companies Act, 2013.

As on March 31, 2026, the Nomination & Remuneration Committee comprised of the following
Directors:

Company Secretary acts as Secretary to the Nomination & Remuneration Committee.
During the financial year 2025-26 Two (2) Meetings of the NRC were held as Below:

Participation of the Members in these Meetings is outlined below:

22. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The purpose of the Stakeholders Relationship Committee (the "Committee") of the Board of Directors
(the "Board") of SJP Ultrasonics Limited (the "Company") shall be to assist the Board and the
Company to oversee the various aspects of interests of Stakeholders of the Company. The term
"Stakeholder" shall include shareholders and other security holders.

The purpose and responsibilities of the Committee shall include such other items/matters prescribed
under applicable laws or prescribed by the Board in compliance with applicable law, from time to
time.

As on March 31, 2026, the Stakeholders Relationship Committee comprised of the following Directors:

Company Secretary acts as Secretary to the Nomination & Remuneration Committee.
During the financial year 2025-26 One (1) Meetings of the SRC were held as Below:

Participation of the Members in these Meetings is outlined below: -

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility ("CSR") Committee met 1 (One) time during the financial year
2025-26 on February 02, 2026.

The composition and attendance of Committee members during the financial year 2025-26 are given
below.

Company Secretary acts as Secretary to the Nomination & Remuneration Committee.
During the financial year 2025-26 One (1) Meetings of the CSR were held as Below:

Participation of the Members in these Meetings is outlined below: -

24. COST RECORD AND COST AUDITORS

The provision of Cost audit as per section 148 is not applicable on the Company.

25. SECRETARIAL AUDIT
Not Applicable.

26. LISTING:

Your Company had filed the Draft Red Herring Prospectus with BSE SME as on September 29, 2025
the same has been approved by the Stock Exchange and its proposed to be listed at the BSE SME.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The Company has not given Loans/ Guarantees in the financial year 2025-26 as per section 186 of the
Companies Act, 2013.

The Company has not made any investment in the financial year 2025-26 as per section 186 of the Companies
Act, 2013.

28. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is
not applicable.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Details of related party transactions entered into during the financial year ended March 31, 2026 in accordance
with provisions of section 188 of Companies Act, 2013 are given in attached Form AOC-2.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings and outgo etc. are attached herewith as Annexure
- A:

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. WEB LINK OF ANNUAL RETURN, IF ANY.

The Company is having a website https://www.sjpultrasonics.in. The Company has published the Annual
return on the website.

33. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors state that the applicable mandatory Secretarial Standards ("SS"), i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the
Company.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has formed the Internal Complaints Committee (ICC). The Company follows the provisions of
the POSH Act, 2013. The Company is committed to provide a safe and conductive work environment to its
employees.

There were no incidences of sexual harassment reported during the year under review.

Summary for the same as below tabled.

35. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 in relation to the audited
financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby
confirms that:

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

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and.

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

36. DETAILS OF FRAUD REPORTED BY THE AUDITOR UNDER SUB SECTION (12) OF SEC 143 OF
COMPANIES ACT.

There is no fraud and reported by auditors of the Company during the year according to provision of
Section 143(12) of the Companies Act, 2013.

37. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

38. PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board adopted a formal mechanism on the
recommendation of the Nomination and Remuneration Committee for evaluating its performance and as well
as that of its Committees and Individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & Committees, experience & competencies, performance of
specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.

The Board also carried evaluation of the performance of its various Committees for the year under
consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the
Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors
were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and
its Committees and on the basis of the report of the said evaluation, the present term of appointment of
Independent Directors shall be continued with the Company

39. REVISION OF FINANCIAL STATEMENTS AND THE BOARD REPORT UNDER SECTION 131 OF THE
COMPANIES ACT, 2013 WITH REASON, IF ANY.:

Not Applicable.

40. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER IBC, 2016 DURING THE
FY ALONG WITH THE CURRENT STATUS

Not Applicable.

41. 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

Not Applicable.

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Our Company is fully committed to supporting the rights and welfare of its employees and has complied with
the provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017.

The Company provides maternity leave and other prescribed benefits to eligible women employees,
including:

• Paid maternity leaves as per statutory limits;

• Extended leave for medical complications, if applicable;

• Provision for work-from-home/remote working, wherever feasible;

• Creche facility in accordance with the statutory requirements;

• Protection of employment during the maternity period and

• Other employee related entitlements including salary and benefits.

The management continues to ensure a safe, inclusive, and supportive work environment for all
employees, especially women returning to work post maternity.

43. MISCELLANEOUS

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

During the year under review, the Company had not issued the Bonus Equity Shares as follows.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not issued Employees Stock Option during the year under review.

44. FAMILIARIZATION PROGRAMMES:

The Company has familiarized the Independent Directors, about their roles, rights, responsibilities, nature of
the industry in which the Company operates, the business model of the Company etc. The Familiarization
Programme for Independent Directors is uploaded on the website of the Company, and is accessible at
https: / / sjpultrasonics.in/investor-section.html.

45. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from each of its Independent Directors confirming that they satisfy
the criteria of independence as prescribed under the Section 149(6) & 149(7) of the Act and Regulation 16(1)(b)
of the Listing Regulations.

In terms of the regulatory requirements, name of every Independent Director should be added in the online
database of Independent Directors of Indian Institute of Corporate Affairs, Manesar ("IICA"). All Independent
Directors have given confirmation with respect to their registration with IICA for the above requirement. The
Board opined that Independent Directors have requisite integrity, expertise, specialized knowledge,
experience and the proficiency. Further there has been no change in the circumstances affecting their status as
Independent Director of the Company.

46. CODE OF CONDUCT:

The Company has in place, Code of Conduct for the Board of Directors and Senior Management Personnel,
which reflects the legal and ethical values to which the Company is strongly committed. The Directors and
Senior Management Personnel of the Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct
applicable to them, for the financial year ended March 31, 2026.

The said Code is available on the website ofs the Company at https: / / sjpultrasonics.in/investor-section.html.

47. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to express their gratitude for the support and co-operation from the
Banks and Statutory Authorities. Your directors also express their deep appreciation to the Company''s
employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of Board of Directors of

SJP Ultrasonics Limited

Sd/-

Jignesh Pravinchandra Parekh
Chairman & Managing Director
DIN: 05129344

Place: Vasai (East), Palghar
Date: June 19, 2026