Vistar Amar Ltd

Vistar Amar Limited — Trading Window closed from 01 October, 2026 until the end of 48 hours after the declaration of Financial Results for the quarter and half year ended 30 September, 2026

Governance changes at AGM 2026

• Re-appointment of Ramkumar Babulal Panjari as Non-Executive Non-Independent Director; effective 22 Sept 2026.
• Ramkumar Panjari is brother of Rajeshkumar Panjari, the Managing Director.
• Re-appointment of Rajeshkumar Babulal Panjari as MD for five years from Oct 1 2026.
• Remuneration: Rs 5,00,000 per month for first three years (Oct 2026–Sept 2029).
• Term: MD appointment for five years; ends Sept 30, 2031.
• Re-appointment of Jaidip Dilipkumar Simaria as Non-Executive Independent Director for second five-year term (Sept 23 2026–Sept 22 2031).
• Appointment of Pragnesh P. Patel as Non-Executive Independent Director for five years from Aug 11, 2026.
• Not debarred from holding office by SEBI or other authorities.
• Profile: Ramkumar Panjari—Executive Director and CFO with finance, operations, regulatory.
• Profile: Rajeshkumar Panjari—MD with 33+ years in seafood operations and governance.
• Profile: Jaidip Dilipkumar Simaria—36 years across domestic/international businesses; governance and fund management.
• Profile: Pragnesh Prahladbhai Patel—Independent director; governance, budgeting, regulatory oversight.

AGM Details

• AGM held on 22 September 2026 at 3:00 PM IST via Video Conference/OAVM.
• Record date was 15 September 2026.
• Meeting duration: 3:00 PM to 3:32 PM.

Resolutions & Outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements and Directors' Report; approved.
• Resolution 2 (Ordinary): Reappointment of a director in place of retiring director; approved.
• Resolution 3 (Ordinary): Remuneration of Statutory Auditors; approved.
• Resolution 4 (Special): Reappointment of Managing Director for five years; remuneration Rs 5 lakh/month.
• Resolution 5 (Special): Reappointment of Non-Executive Independent Director for a second five-year term.
• Resolution 6 (Special): Reappointment of another Non-Executive Independent Director for a five-year term.
• Resolution 7 (Ordinary): Approval of related party transactions up to Rs 15 crore for FY 2026-27.
• Resolution 8 (Ordinary): Approval of related party transactions up to Rs 15 crore.
• Resolution 9 (Ordinary): Approval of related party transactions up to Rs 3 crore.

Director & Auditor Changes

• Directors reappointed: MD and two independent directors for five-year terms.
• Statutory Auditors remuneration approved for the financial year.

Related Party Transactions

• RPT up to Rs 15 crore with first related counterparty for FY 2026-27.
• RPT up to Rs 15 crore with second related counterparty for FY 2026-27.
• RPT up to Rs 3 crore with third related counterparty for FY 2026-27.

AGM Details

• AGM held on 22 September 2026 at 03:00 PM via VC/OAVM.
• Concluded at 03:32 PM with 15 minutes post-voting window.
• 49 Members attended via VC/OAVM.

Key resolutions

• Adoption of audited financial statements for FY 2025-26 (Ordinary).
• Approval for director appointment by rotation (Ordinary).
• Remuneration for statutory auditors for FY 2026-27 (Ordinary).
• Re-appointment of Managing Director for five years; remuneration Rs 5 lakh per month (Special).
• Re-appointment of Non-Executive Independent Director for second five-year term (Special).
• Appointment of a new Non-Executive Independent Director for five-year term (Special).
• Material related transactions with Amar Food Products up to Rs 15 crore (Ordinary).
• Material related transactions with Amarsagar Seafood Private Limited up to Rs 15 crore (Ordinary).
• Material related transactions with Pesca Marine Products Private Limited up to Rs 3 crore (Ordinary).

Voting status

• Voting results not disclosed in the filing; to be declared post-Scrutinizer report.

Cessation of Independent Director

• Varsha Manish Sanghai, Non-Executive Independent Director, ceased 22 Sep 2026 after completing second term at AGM.

AGM Details

• 42nd AGM scheduled for Sep 22, 2026 at 3:00 PM IST via VC/OAVM.
• Cut-off date for sending Annual Report access: Aug 21, 2026.
• Annual Report link: https://vistaramar.com/pdf/1787737518.pdf.

Financial performance

• Revenue from operations: Rs 1,584,678 thousand.
• Total income: Rs 1,586,217 thousand.
• EBITDA: Rs 162,025 thousand.
• Profit before tax: Rs 125,900 thousand.
• Profit after tax: Rs 93,473 thousand.
• Earnings per share: Rs 16.23.
• Dividend: No dividend declared for FY2025-26.

Operations & sustainability

• YoY revenue rose to Rs 1,584,678k from Rs 269,924k.
• Mangrol and Veraval plants operated during the fishing season.
• 150 kW solar rooftop installed at Mangrol.
• Focus on capacity utilisation and cost control.

Capital & liquidity

• Paid-up equity capital: Rs 57.60m; unchanged.
• Authorized capital: Rs 1,500m.
• Cash and cash equivalents at year-end: Rs 85.66m.
• Net cash from operating activities: Rs 35.32m.
• Long-term borrowings: Rs 3.027m; short-term borrowings: Rs 0.405m.

Governance & board changes

• Chandni Gopal Khudai appointed Non-Executive Independent Director from Oct 1, 2025.
• Poonam Mor appointed Company Secretary & Compliance Officer from Jun 24, 2025.
• Jaidip Dilipkumar Simaria re-appointed as Non-Executive Independent Director.
• Audit Committee comprises 3 members, chaired by Varsha Sanghai.

Related party transactions

• RPTs with Amar Food Products; limit Rs 15 crore.
• RPTs with Amarsagar Seafoods; limit Rs 15 crore.
• RPTs with Pesca Marine; limit Rs 3 crore.

Audit & compliance

• Statutory auditors: SARA & Associates; internal: KTM & Co.; secretarial: I S Gupta & Co.
• Audit opinion: unmodified.
• Penalty for Reg 17(1) non-compliance paid (Q2 FY2025).

Outlook & risks

• Outlook: fishmeal demand positive amid growing aquaculture and exports.
• Risks: raw material fluctuations, regulatory changes, currency movements, energy costs.

AGM Details

• Date/time: 22 September 2026 at 3:00 PM.
• Mode: VC/OAVM; venue deemed at registered office.
• Register of Members closure: 16–22 September 2026 (inclusive).
• Remote e-voting window: 18–21 September 2026.
• Record date/cut-off for voting: 15 September 2026.

Ordinary resolutions

• Item 1: Adopt Audited financial statements for year ended 31 March 2026.
• Item 2: Re-appoint Ramkumar Panjari as Director retiring by rotation.
• Item 3: Remuneration to Statutory Auditors for 2026-27: Rs 4 lakh; CS engaged.

Special resolutions

• Item 4: Re-appoint Rajeshkumar Panjari as Managing Director for 5 years from 1 Oct 2026; Rs 5 lakh/month.
• Item 5: Re-appoint Jaidip Simaria as Non-Executive Independent Director for 5 years.
• Item 6: Appoint Pragnesh P. Patel as Non-Executive Independent Director for 5 years.

Material related party transactions

• Item 7: RPT with Amar Food Products up to Rs 15 crore for FY2026-27.
• Item 8: RPT with Amarsagar Seafoods up to Rs 15 crore.
• Item 9: RPT with Pesca Marine Products up to Rs 3 crore.

Voting and results

• Results to be announced within two working days; posted on company and Purva sites.