Ambo Agritec Ltd

AGM details

• AGM held on 26 September 2026 at 3:00 PM via VC/OAVM.
• Record date for voting was 16 September 2026.
• Remote e-voting window ran from 23 to 25 September 2026.
• Total 11 members cast votes, all via remote e-voting.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adopt Audited Financial Statements for year ended March 31, 2026 — passed.
• Resolution 2 (Ordinary): Re-appoint Saikat Chatterjee as Director (retiring by rotation) — passed.
• Resolution 3 (Ordinary): Re-appoint Umesh Kumar Agarwal as Managing Director — passed.
• Resolution 4 (Special): Alter MOA object clause to increase authorized share capital — passed.
• Resolution 5 (Special): Waiver of remuneration to MD and WTD for 2024-25 — passed.
• Resolution 7 (Special): Increase in overall maximum managerial remuneration under Section 197 — passed.
• Resolution 8 (Ordinary): Increase in authorised share capital and MOA alterations — passed.

Director changes and management appointments

• Saikat Chatterjee re-appointed as Director (retiring by rotation).
• Umesh Kumar Agarwal re-appointed as Managing Director.

AGM Details

• Date and time: 26 September 2026 at 3:00 PM; Mode: VC/OAVM.
• Meeting concluded at 3:34 PM.
• Remote e-voting open Sep 23–25, 2026; results to be declared by Sep 28, 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of Audited financial statements for the year ended 31 March 2026.
• Resolution 2 (Special): Ordinary resolution for re-appointment of Saikat Chatterjee.
• Resolution 3: Ordinary resolution for re-appointment of Umesh Kumar Agarwal as Managing Director.
• Resolution 4 (Special): Alteration of the Object Clause in the Memorandum of Association.
• Resolution 5 (Special): Waiver of remuneration to Managing Director and WTD for 2024-25.
• Resolution 6 (Special): Waiver of remuneration to Executive Director for 2024-25.
• Resolution 7 (Special): Increase in overall maximum managerial remuneration under Section 197.
• Resolution 8 (Ordinary): Increase in authorized share capital and MOA alteration.

Voting Status

• Voting results pending; remote-e-voting results to be declared by Sept 28, 2026.

Director Changes

• Saikat Chatterjee to be re-appointed as director on rotation.
• Umesh Kumar Agarwal to be re-appointed as Managing Director.

AMBO AGRITEC LIMITED – Trading Window to remain closed from 1st October, 2026 till the end of 48 (working) hours after the conclusion of the Board meeting wherein, inter-alia, the approval of Unaudited Financial Results of the Company for the half year ended 30th September, 2026.

Financial highlights

• Standalone revenue from operations ₹12,971.52 lakh, up ~8% YoY.
• Standalone total income ₹12,975.14 lakh; PBT ₹352.40 lakh.
• Standalone PAT ₹251.44 lakh; EPS ₹1.37.
• Consolidated revenue from operations ₹13,042.47 lakh; total income ₹13,046.24 lakh.
• Consolidated PBT ₹149.99 lakh; consolidated PAT ₹54.01 lakh.
• Consolidated EPS ₹0.29.
• Dividend for FY2025-26 not recommended.

Business mix and segments

• Trading remains largest segment: ₹9,932.10 lakh (standalone) / ₹10,003.05 lakh (consolidated).
• Manufacturing & Packing revenue: ₹3,004.20 lakh (standalone/consolidated).
• Retail Chain revenue: ₹34.90 crore (standalone) with supermarkets ₹30.49 crore.
• Total segment revenue equals ₹12,971.52 lakh (standalone) and ₹13,042.47 lakh (consolidated).

Capital structure and capital allocation

• Equity share capital at year-end: ₹1,984.52 lakh; shares outstanding ~19.845 million.
• Promoter/promoter group warrants converted: 1,04,50,000; 38,50,000 lapsed.
• Authorized share capital: increased to ₹50 crore; not yet effected.
• Dividend not declared for the year.

Governance and management changes

• Geetanjali Sabrewal Agarwal resigned as NED-IND on 21 Aug 2025.
• Mihir Kumar Dutta appointed as NED-Non-Independent from 21 Aug 2025.
• Hemant Agarwal appointed Company Secretary & Compliance Officer on 3 Nov 2025.
• Board comprises five directors; MD also Chairman.

Audit, controls and regulatory

• Statutory auditors: Dokania S. Kumar & Co.; Secretarial auditor: Sneha Agarwal.
• BSE imposed ₹23,600 fine for late half-year filing; withdrawn on 16 Dec 2026.
• Internal controls found adequate; Secretarial Standards complied.

Subsidiaries and associates

• Ambo Retail India Ltd is subsidiary; 97.60% holding.
• Form AOC-1; subsidiary performance consolidated; no JV/associate formed.

Outlook and risk factors

• Management outlook: expand Retail Chain; diversify bakery and food products; strengthen distribution.
• Diversified model aims for balanced, sustainable long-term growth.
• Going concern viewed as stable with risk management framework in place.

Related party transactions

• Directors' remuneration: MD ₹30.00 lakh; other directors ₹4.70–9.0 lakh.
• Sales to related parties: AMBO Retail India Ltd ₹674.64 lakh; payments ₹467.37 lakh.
• Purchases from Sollfege Smart Electronics ₹288.97 lakh; balances outstanding.

AGM Details

• 32nd AGM on 26 September 2026 at 3:00 PM IST via VC/OAVM.
• Cut-off date for e-voting: 19 September 2026.
• Remote e-voting window: Sep 23, 9:00 AM to Sep 25, 5:00 PM IST.
• AGM will be held via VC/OAVM from the registered office.
• Attendance through VC/OAVM allowed; capacity limited to 1000 members.

Ordinary Business

• Adopt Audited Standalone and Consolidated financial statements for FY 2025-26.
• Re-appoint Saikat Chatterjee, retiring by rotation, for eligible term.

Special Resolutions

• Re-appoint Umesh Kumar Agarwal as Managing Director for five years.
• Alter MOA to add five new object clauses expanding scope.
• Waive excess MD and WTD remuneration for 2024-25.
• Waive excess remuneration paid to Executive Director for 2024-25.
• Raise overall managerial remuneration cap to 30% of net profits; MD/WTD 20%, Non-exec 5%.
• Approve increase in authorised share capital to ₹55 crore and amend MOA.

Capital structure update

• The Board approves increase in authorised share capital to ₹55 crore by creating 3 crore equity shares.
• This is subject to member approval and MOA Clause V amendment.
• Earlier 2025 approvals were not effected; this proposal is being pursued now.

AGM details

• The AGM is scheduled for 26 September 2026, with notice to follow.

MOA alteration

• Board approved alteration of MOA; shareholder approval at AGM required.
• MOA adds new main object covering electronics, FMCG, and related businesses.
• Shareholders to approve at Annual General Meeting.
• Annexure A contains object clause details.

AGM date fixed

• 32nd AGM fixed for September 26, 2026.
• Notice and details to follow.

MD re-appointment

• Re-appointment of Mr. Umesh Kumar Agarwal as MD for five years.
• Term: August 25, 2025 to August 24, 2030; subject to shareholders' approval.
• Brief profile: MSc in Marketing; leads HAPPY BITE and MAX HEALTH brands.
• Annexure B states term from 2025-26 to 2029-30.
• Disclosure of relationships: Not Applicable.

Delay in intimation

• Delay in intimation of MD re-appointment due to administrative oversight.
• Company strengthened internal compliance to prevent recurrence.
• Note dated July 6, 2026 explains delay.

Meeting Details

• Board meeting on 17 August 2026 to discuss and review growth and performance.

Key Agenda Items

• Discuss and review company growth and performance.

Dematerialisation status

• No physical securities were received for dematerialisation from depository participants.