To
The Members
Photoquip India Limited
A-13, Royal Industrial Estate Co- Op. Society,
Naigaon Cross Road, Wadala, Mumbai - 400031
Your directors have pleasure in presenting the 34th Annual Report on the business and
operations of the Company and the accounts for the financial year ended March 31,2026.
Business Performance and Financial Highlights
Certain key aspects of the Company's performance during financial year ended March
31,2026, as compared to previous financial year are summarized as below:
Particulars |
(Rs. In Lacs Except EPS) |
|
2025-26 |
2024-25 |
| Gross Operating Income |
1446.95 |
1714.31 |
| Add: Other Income |
125.71 |
94.79 |
| Total Income |
1572.66 |
1,809.10 |
| Profit Before Interest, Depreciation and Exceptional items |
1457.55 |
1583.77 |
| Less: Finance Charges |
126.12 |
95.79 |
| Less: Provision for Amortization and Depreciation |
85.30 |
79.67 |
| Profit Before Exceptional Items |
(96.31) |
49.87 |
| Less: Exceptional Items |
- |
- |
| Net Profit / (Loss) Before Tax |
(96.31) |
49.87 |
| Less: Deferred Tax Liability / (Asset) |
(12.05) |
15.77 |
| Net Profit / (Loss) After Tax |
(84.26) |
34.10 |
| Other Comprehensive Income (OCI) |
(0.01) |
-0,01 |
| Total Comprehensive Income |
(84.27) |
34.08 |
| EPS |
(140) |
0.57 |
The Standalone Financial Statements of the Company for the financial year ended March
31, 2026 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as
notified by the Ministry of Corporate Affairs and as amended from time to time.
Operational Review
During the year under review, Company achieved a good number of Sales. The total income
of the company for the said period stood at Rs. 1572.66 Lacs as against Rs. 1809.10 Lacs
in the last year. The net loss after tax during the year is Rs. (84.26) lacs as compared
to net Profit after tax for the previous financial year stood at 34.10 lacs.
The summarized key indicative figures are mentioned below.
(Rs. In Lacs)
Particulars |
2025-26 |
2024-25 |
Sales / Other Receipts |
1446.95 |
1,714.31 |
Exports |
22.53 |
20.27 |
Net Profit / (Loss) |
(84.27) |
34.08 |
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 2025-26.
Transfer to Reserves
During FY 2025-26, 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 31,2026 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 2025-26.
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").
State of the company's affair:
There was no change in the nature of the business of the Company during the year under
review.
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.
Maintenance Of Cost Records:
The Company is not required to maintain Cost Records as specified by the Central
Government under Section 148 (1) of the Act.
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 31,2026.
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 31,2026 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.
Board of Directors and Key Managerial Personnel
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, Pulin Dhaval 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. the board of directors appointed Ms. Chaitali Sunil
Oza as Additional Non-Executive Non-Independent Director of the Company w.e.f. 9th
February, 2026 and proposal for his regularization also been proposed to the shareholders
for their approval
Ms. Aditi Joshi has resigned as Company Secretary of the Company w.e.f, 25th December,
2025 and Mrs. Aishwarya Anil Lohkare have appointed as Company Secretary of the Company
w.e.f. 5th January, 2026 and has resigned as Company Secretary of the Company w.e.f, 30th
April, 2026
Ms. Parvin Jahabux Dumasia (DIN: 07606857), who was re-appointed as a Non-Executive
Independent Director of the Company for a second consecutive term, completes her tenure at
the conclusion of the ensuing Annual General Meeting ('AGM') and consequently vacates
office by operation of law in terms of Section 149(11) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Being an Independent Director, she is not liable to retire by rotation. The Board
places on record its sincere appreciation for the exemplary leadership, strategic
guidance, and immense contribution made by Ms. Parvin Jahabux Dumasia during her distinct
tenure on the Board, which greatly enriched the Company's corporate governance
frameworks."
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, 10 (Ten) Board Meetings and 19 (Nineteen) 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://cdn.shopify.eom/s/files/1/0927/4225/4882/files/Annaul-Report-FY-2025-26.pdf
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.
Statutory Auditors and Auditor's Report
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 31st 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. 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 2025-26
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.
Compliance With the Maternity Benefit Act, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
Gender-Wise Composition of Employees
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31,2026.
Male Employees: 16
Female Employees: 4
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
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 : 28/05/2026
