Oceanic Foods Ltd

AGM Details

• AGM held 25 September 2026 at 11:00 AM, physical at the registered Jamnagar office.
• Record date: 18 September 2026; on-record shareholders: 1,743.

Resolutions & Outcomes

• Resolution 1: Adoption of standalone and consolidated financial statements; ordinary resolution passed.
• Resolution 2: Re-appointment of director by rotation; ordinary resolution passed.
• Resolution 3: Increase in borrowings limit; special resolution passed.
• Resolution 4: Loans, investments, guarantees, or securities under section 186; special resolution passed.
• Resolution 5: Re-appointment of independent director for second term; ordinary passed.
• Resolution 6: Re-appointment of Chairman & Managing Director for three-year term; ordinary passed.
• Resolution 7: Approval for sale/disposal/lease of undertakings; ordinary passed.
• Resolution 8: Agreement with Julyys Foods for slump sale; special passed.

Dividend

• Dividend: no proposal or dividend declared.

Director/Management Changes

• Director by rotation reappointed.
• Independent director reappointed for second term.
• Chairman and Managing Director reappointed for three-year term.

Related Party Transactions

• Approval of related-party transaction with Julyys Foods for slump sale of cold storage.

Oceanic Foods Ltd: Trading Window closed from 01 October 2026 until 48 hours after the announcement of Un-Audited Financial Results for the Quarter ended 30 September 2026

AGM Details

• 33rd AGM held on 25 September 2026 from 11:00 to 11:50 AM.
• Chaired by Chairman & Managing Director.
• Notice and annual report delivered via email; e-voting offered.
• Meeting held in compliance with MCA/SEBI circulars.

Ordinary Business

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appoint Mr. Ajesh Vinodrai Patel by rotation.

Special Business

• Increase borrowings limit under Section 180(1)(c).
• Loans, investments, guarantees, or security under Section 186.
• Re-appoint Abhishek Niraj Nagrecha as Independent Director for five years.
• Re-appoint Patel as Chairman & MD for three years from 24 Dec 2026.
• Approval for sale/disposal/lease of Undertaking(s) under Section 180(1)(a).
• Approval of slump sale agreement with Julyys Foods for cold storage.

Director Changes

• Re-appointment by rotation of Mr. Ajesh Vinodrai Patel as director.
• Re-appointment of Abhishek Niraj Nagrecha as Independent Director for five years.
• Re-appointment of Patel as Chairman & Managing Director for three years from 24 Dec 2026.

Voting Status

• Detailed voting results will be submitted separately.

Financial highlights

• Standalone total income 16,728.82 Lakhs for FY26.
• Standalone revenue from operations 16,232.77 Lakhs.
• Standalone PAT 674.17 Lakhs; improvement over prior year.
• Consolidated total income 16,733.80 Lakhs.
• Consolidated PAT 679.15 Lakhs; first year of Nigeria subsidiary.
• Consolidated EPS 6.04; Standalone EPS 5.99.
• No dividend recommended for FY25-26.

Capital structure & liquidity

• Total borrowings: 3,751.19 Lakhs (176.73 LT; 3,597.08 ST).
• Net debt: 3,759.04 Lakhs; gearing 1.21x.
• Cash and cash equivalents: 14.76 Lakhs.
• Equity: 4,545.16 Lakhs; minority interest 33.06 in consolidated books.

Major business developments

• Related party slump sale with Julyys Foods valued at ₹4,74,15,027.
• Sale is going concern, arm's length, approved by Audit Committee.
• Acquisition supports dehydration supply chain, reduces third-party storage reliance.
• Oceanic Foods Ingredients Limited Nigeria subsidiary 51% owned.

Governance & controls

• AGM scheduled for 25 Sep 2026; directors re-appointments recommended.
• Statutory auditors: Kamlesh Rathod & Associates; Secretarial: Pitroda Nayan & Co.
• Board has 5 members; independent directors Nagrecha, Modi, Dave, Sherathiya.
• Internal controls robust; secretarial audit noted Regulation 46 disclosures update in progress.

Related party transactions & approvals

• Slump sale with Julyys Foods; related party transaction constituting material RPT.
• MD remuneration and spouse-related entries disclosed in Annexure IX.
• Subsidiary investment: Oceanic Food Ingredients Ltd; MD and relatives involved in related dealings.

CSR, ESG & sustainability

• CSR expenditure 10.01 Lakhs; CSR obligation 9.70 Lakhs; approved projects listed.
• CSR policy hosted on oceanicfoods.com; impact reports in Annexure XI.

Risks, outlook & operations

• MD&A highlights inflation in commodities, forex, and energy costs.
• Management expects productivity improvements and diversified product mix to lift margins.
• Group emphasizes disciplined cost management and capital allocation.

Subsidiaries & investments

• Nigeria subsidiary Oceanic Food Ingredients Limited 51% owned; reporting in Note 1.
• Consolidation of Nigerian subsidiary reflected in FY26 results; comparative figures not available for FY25.

Corporate action

• Board approved incorporation of wholly-owned subsidiaries in Jamnagar, Gujarat to operate retail food items.
• Date of board approval: 13 August 2026.
• Further Regulation 30 disclosures will be provided in due course.

Financial results approved

• Standalone unaudited Q1 2026 results for quarter ended 30 June 2026 approved by Board with limited review
• Consolidated unaudited Q1 2026 results approved; includes Oceanic Food Ingredients Limited subsidiary
• Audit Committee recommended results; limited review by statutory auditors with unmodified conclusion
• Board meeting held on 10 August 2026
• Independent Auditor's Review: no material misstatement observed; scope limited to review
• Subsidiary Oceanic Food Ingredients Limited has nil assets as of 30 June 2026

Independent Director Re-appointment

• Board approved re-appointment of Independent Director Abhishek Niraj Nagrecha for a second five-year term, subject to member approval.
• First term expired on 07 August 2026.
• Approval to be sought from members via Special Resolution at AGM by 30 September 2026.
• Re-appointment is conditional on member approval.
• Board approved at meeting held on 07 August 2026.
• Annexure A confirms no related-party relationships and no debarment.

Meeting Details

• Board meeting scheduled for 10 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for the quarter ended 30 June 2026.

Dematerialisation status

• Dematerialisation requests processed and confirmed to depositories; securities listed on stock exchanges.
• Physical certificates received for dematerialisation mutilated and cancelled after verification; depository registered owner name updated within timelines.