SJP Ultrasonics Advance Technology Has Mutual India Non-Compete

SJP Ultrasonics Advance Technology is the only disclosed group entity operating in the same line of business as the company, but both parties signed a mutual India non-compete agreement on January 17, 2026. The agreement requires prior written consent before either party carries on directly competing activity in India, subject to specified permissions.

What business does SJP Ultrasonics conduct?

SJP Ultrasonics is a partnership firm whose stated business includes manufacturing ultrasonic plastic-welding machine accessories and automation equipment. Its disclosed scope covers ultrasonic horns, fixtures, boosters, machine tools, vibration-welding fixtures, hot-plate welding fixtures, spin-welding fixtures, robotics welding systems, testing jigs, gauges and related fixtures.

SJP Ultrasonics’ partnership business clause also permits other business mutually decided by its partners. The clause identifies Jammu and Kashmir, Delhi and the National Capital Region, Punjab, Haryana, Chandigarh, Rajasthan, Uttarakhand, Uttar Pradesh and Himachal Pradesh among the geographic territories, while the firm’s work address is Plot No. 13C, Phase-5, Udyog Vihar, Gurgaon, Haryana.

The company identifies SJP Ultrasonics as the sole group entity involved in the same line of business. It says no other group entity has common pursuits with the company, making SJP Ultrasonics the disclosed exception to the broader absence of overlapping business activity.

The company’s group-entity identification followed a Board resolution dated July 9, 2025 and its materiality policy. For issue-document disclosure, the company considered entities with related-party transactions in the preceding three years under Accounting Standard 18 and Indian Accounting Standard 24, which are accounting standards governing related-party disclosures.

Why is SJP Ultrasonics a promoter-group entity?

SJP Ultrasonics appears in the list of bodies corporate and partnership firms forming part of the promoter group under Regulation 2(1)(pp) of the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements Regulations. It is also classified as an “other group entity,” while LUFT Robotics and Controls Private Limited is the company’s only stated group company.

As of March 31, 2026, the disclosed profit-sharing ratio was 26% for Jigmesh Parekh, 25% for Rupal Parekh, 25% for Mikir Shashikant Shah and 24% for Nirali Mihir Shah. The firm’s partner list names Jignesh Parekh, Rupal Parekh, Mihir Shashikant Shah and Nirali Mihir Shah, while the profit-sharing table uses spelling variations for three names.

The prospectus names Jignesh Pravinachandra Parekh and Rupali Jignesh Parekh as promoters and says promoters may be interested in entities in which they are shareholders, partners, designated partners, directors or controllers. Separately, the promoter-interest section says promoters do not have an interest in ventures involved in activities similar to the company’s activities, whereas the group-entity section identifies SJP Ultrasonics as being in the same line of business.

The prospectus does not explain how those two statements are reconciled. It does set out the January 17, 2026 non-compete agreement as the mechanism under which SJP Ultrasonics and the company say they do not compete, and the disclosed boundary depends on both parties observing its written-consent requirement.

What does the mutual India non-compete agreement restrict?

The January 17, 2026 agreement restricts SJP Ultrasonics from engaging in or carrying on activity that directly competes with the company’s business operations in India without the company’s prior written consent. The clause includes activity specifically permitted under the agreement, so the disclosed provision is not an unconditional prohibition on every activity connected to the sector.

The restriction applies in the other direction as well. The company agrees not to engage in or carry on business directly competing with SJP Ultrasonics’ operations in India without the firm’s prior written consent, except as specifically permitted under the agreement.

The disclosed geographic scope is India, which is wider than the northern and northwestern territories enumerated in SJP Ultrasonics’ business clause. The prospectus calls the arrangement mutual and says it means there is no conflict of interest between the company and SJP Ultrasonics, despite the same-line-of-business disclosure.

The agreement extract refers to SJP Ultrasonics as the “Proprietary Firm,” although the entity-information section describes it as a partnership firm. The supplied disclosure does not state the agreement’s duration, termination terms, remedies for breach, monetary consideration or the activities specifically permitted under it.

What do the financial and group disclosures show?

SJP Ultrasonics reported no total income, defined in its financial table as interest earned plus other income, in fiscal 2025, fiscal 2024 or fiscal 2023. Loss after tax was Rs 24,000 in fiscal 2025, compared with Rs 21,000 in fiscal 2024 and Rs 5.50 lakh in fiscal 2023, reducing by Rs 5.26 lakh between fiscal 2023 and fiscal 2025.

Current capital was Rs 24.74 lakh at March 31, 2025, against Rs 25 lakh at March 31, 2024 and negative Rs 51.45 lakh at March 31, 2023. Fixed capital remained Rs 10,000 in each of the three fiscal years. The table does not report revenue from the manufacturing activities listed in the firm’s business clause.

The company says there are no related business transactions between it and its group company or group entities other than those disclosed in restated financial information. That restated-financial-information section covers the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, while SJP Ultrasonics’ supplied financial table covers fiscal 2025 through fiscal 2023.

The company also says its group company and group entities have no business interest in it other than disclosed transactions, and no interest in its promotion, property acquisitions, land acquisition, construction or machinery-supply transactions. A separate confirmation says there is no conflict between the company’s raw-material suppliers and crucial third-party service providers and group entities or their directors; that confirmation is distinct from the SJP Ultrasonics non-compete arrangement.

Conclusion

SJP Ultrasonics is the one disclosed group entity in the company’s same line of business, and the January 17, 2026 agreement is the stated control over that overlap. The arrangement is bilateral, covers India and requires prior written consent before either side undertakes directly competing activity, subject to exceptions permitted by the agreement.

The next matter to watch is any later disclosure of the agreement’s duration, permitted exceptions, termination terms or breach remedies. Changes in SJP Ultrasonics’ activities, its profit-sharing structure as disclosed on March 31, 2026, or related-party transactions could also affect how the stated separation operates.