Zeal Aqua Ltd

Rating Details

• CRISIL assigns Zeal Aqua bank facilities: Long-term BBB/Stable and Short-term A3+.
• Total bank facilities rated: Rs 101 crore; Outlook: Stable.
• Instruments rated include Cash Credit, Letter of Credit, Packing Credit, and Term Loans.
• Cash Credit: Rs 46.60 crore, BBB/Stable.
• Letter of Credit: Rs 25.00 crore, A3+.
• Packing Credit in Foreign Currency: Rs 26.00 crore, A3+.
• Term Loan: Rs 1.20 crore, BBB/Stable.
• Term Loan: Rs 2.20 crore, BBB/Stable.
• Promoter unsecured loans (~Rs 12.23 crore) treated as neither debt nor equity.
• Outlook: Stable.

Rationale & Financials

• Strengths: promoters' extensive aquaculture experience and diversified revenue streams.
• Integrated operations with 550 ponds and 1,000–1,200 satellite ponds.
• Revenue rose to Rs 682.7 crore in FY2026.
• Q1 FY2027 revenue Rs 150.9 crore vs Rs 123.9 crore.
• Net worth Rs 103.3 crore; adjusted gearing 1.76x.
• Debt protection adequate; interest coverage 2.01x; NCA/debt 0.11x.
• Liquidity adequate; bank limit utilization ~85%; cash accrual > Rs 24 crore.
• Current ratio 1.30x; promoters to extend equity/loans.
• Weaknesses: margin volatility, forex exposure, geographic concentration, competition.
• Working capital-intensive; gross current assets 152 days.
• Outlook: Stable; supported by accruals and net worth growth.
• Rating sensitivities: Upward if revenue/margins improve; Downward if profits decline.

Zeal Aqua Limited trading window closed from 01st October, 2026 till 48 hours after announcement of Unaudited Financial Results of the company for the Quarter ended on 30th September, 2026

Credit facilities approval and terms

• Board approved availing and enhancement of credit facilities by a PNB-led lender consortium.
• Aggregate facilities enhanced to ₹249.96 crore from ₹206.00 crore.
• Lenders: PNB (lead), Axis Bank, Bank of India, Indian Bank; Security Trustee: PNB Investment Services.
• Purpose: working capital facilities, term loans, and ECLGS-related facilities.
• Security: pari-passu hypothecation over assets and mortgage/charge over immovable properties.
• Board approval date: 18 September 2026; loan execution date: 18 September 2026.
• Total outstanding amount: Nil.
• Expected to improve working capital availability and liquidity.

AGM notice and access details

• 18th AGM on Sept 30, 2026 at 4:30 PM IST via VC/OAVM
• Electronic AGM notice and FY2025-26 Annual Report sent to registered emails
• Members without registered emails will receive links to notices and reports
• Notice and Annual Report accessible at zealaqua.com, bigshareonline.com, and bseindia.com
• E-voting: cut-off 23/09/2026; start 27/09/2026 09:00; end 29/06/2026 17:00
• To update email/communication address or bank details, contact RTA or investor@bigshareonline.com

Financial performance

• Revenue from operations rose to ₹66,750.92 Lakhs.
• Total revenue rose to ₹68,595.95 Lakhs; up ~31.7% YoY.
• PBT ₹1,961.92 Lakhs; PAT ₹1,411.13 Lakhs.
• Basic EPS ₹1.12; Diluted EPS ₹1.12.
• ROE 14.67%; Net profit margin 2.11%.
• Debt-equity ratio 1.80x; Current ratio 1.30x.
• Dividend not declared for FY2025-26.

Operations and capacity expansion

• Capacity expanded to 75 tonnes; 1 MW solar plant installed.
• 548 ponds under management; 80% of exports to EU; exclusive German partner.
• Processing infra includes IQF, plate, and blast freezers; brine freezer added.
• Diversified into fish fillets and other value-added products.
• Strategic focus on value addition and expanding international market presence.

Capital structure and liquidity

• Total borrowings ₹18,620.37 Lakhs; long-term ₹1,731.52; short-term ₹16,888.85.
• Debt-equity ratio 1.80x; liquidity remains adequate.
• Dividend not declared; authorized capital ₹13 Cr; paid-up ₹12.6066 Cr.
• BSE fines totaling ₹48,380; corrective actions implemented.

Governance and leadership

• Shahzad Gandhi resigned as Independent Director on 25 Aug 2025.
• Pankajbhai Chimanlal Patel appointed Independent Director on 12 Nov 2025; regularised 07 Feb 2026.
• Anita Digbijay Paul appointed Company Secretary on 01 Jun 2025.
• Remuneration for four Whole-Time Directors fixed at ₹36 Lakh per year each.
• Secretarial Auditor: Manish R. Patel appointed; five-year term subject to members' approval.

Risks and outlook

• Key risks: aquaculture disease, water quality, climate variability.
• FX and commodity price volatility; export market dynamics and tariffs.
• Regulatory compliance, food safety, and logistics risks.
• Outlook: positive, with emphasis on value-added exports and efficiency improvements.

CSR and sustainability

• CSR policy published on company website; 2% of average net profit earmarked.
• FY2025-26 CSR spend: ₹19.35 Lakhs; net obligation ₹2.75 Lakhs; ₹19.50 Lakhs set-off.
• CSR projects include roads development in villages.

Audit, compliance and governance notes

• BSE regulatory fines for governance lapses; corrective actions underway.
• Independent Directors held at least one meeting in FY2025-26.
• MR-3 Secretarial Audit appointed; non-financial risk controls reviewed.

AGM Details

• Date and time: 30 September 2026 at 04:30 PM.
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM).
• Deemed venue: Registered Office.
• Record date for voting: 23 September 2026.
• Remote e-voting window: 27–29 September 2026.

Resolutions Put to Vote

• Ordinary: Adoption of audited financial statements and reports.
• Ordinary: Re-appoint director retiring by rotation.
• Special: Revision in remuneration for Navik (MD/Chairman) Oct 2026–Jun 2028.
• Special: Revision in remuneration for Shantilal Patel (WTD) Oct 2026–Jun 2028.
• Special: Revision in remuneration for Rohan Navik (WTD) Oct 2026–Jun 2028.
• Special: Revision in remuneration for Dhavalkumar Patel (WTD) Oct 2026–Sep 2027.
• Special: Rectification of Navik MD term to Jun 25, 2030.
• Special: Rectification of Shantilal Patel WTD term to Jun 25, 2030.
• Special: Rectification of Rohan Navik WTD term to Jun 25, 2030.
• Special: Re-appoint Dhavalkumar Patel as WTD for three years from 22-09-2027.
• Ordinary: Appoint Manish R. Patel as Secretarial Auditor for five years.

Dividend

• Dividend not declared for the financial year 2025-26.

Directors & Remuneration

• Resignation: Shahzad Gandhi resigned on 25 August 2025.
• Appointment: Pankajbhai Patel as Independent Director (Nov 12, 2025); regularised Feb 7, 2026.
• Appointment: Krutika Thakorbhai Patel as Independent Director (Oct 1, 2024).
• Remuneration: Four Whole-Time Directors each paid Rs 36.0 Lakhs annually.

Auditors & Secretarial

• Statutory Auditor: DC Jariwala & Co; five-year tenure ending 2029-30.
• Secretarial Auditor: Manish R. Patel; five-year term (AGM 18 to 23) subject to approval.
• Secretarial Auditor remuneration: Rs 2.00 Lakhs for 2026-27; may be revised.

Material Related Party Transactions

• Total related party transactions: Rs 343.82 Lakhs for FY 2025-26.
• Major items include director remuneration and trading with Agave Tradecom LLP.

CSR & Compliance

• CSR expenditure: Rs 19.35 Lakhs in 2025-26.
• CSR obligation for the year: Rs 2.75 Lakhs; roads-for-development project noted.
• CSR policy and disclosures available on company website.

Borrowings & Other Approvals

• Borrowing limits approved up to Rs 500 crore.
• Charge creation up to Rs 500 crore; security over assets discussed.
• Aggregated approvals cover securing borrowings and related indebtedness.

AGM Details

• Date and time: 30 September 2026, 4:30 PM IST.
• Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM).
• Deemed venue: Registered Office of the company.
• Record date for voting: 23 September 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Shantilal Ishwarlal Patel by rotation.
• Special: Revise remuneration for Pradipkumar Navik (CMD) from Oct 2026 to Jun 2028.
• Special: Revise remuneration for Shantilal Ishwarlal Patel (WTD).
• Special: Revise remuneration for Rohan Pradipkumar Navik (WTD).
• Special: Revise remuneration for Dhaval Shantilal Patel (WTD).
• Special: Rectify term of appointment for Navik (CMD) to 2025–2030.
• Special: Rectify term of Shantilal Patel (WTD) to 2025–2030.
• Special: Rectify term of Rohan Navik (WTD) to 2025–2030.
• Special: Re-appoint Dhavalkumar Shantilal Patel as WTD from 22-09-2027 for 3 years.
• Ordinary: Appoint Manish R. Patel as Secretarial Auditor for 5 years.

Voting Results

• Voting outcomes for resolutions not disclosed in this filing.

Dividend

• Dividend not declared for the financial year.

Director Changes

• Shahzad Yazdi Gandhi (Independent Director) resigned on 25 Aug 2025.
• Pankajbhai Chimanlal Patel appointed Independent Director from 12 Nov 2025; regularised 07 Feb 2026.
• Anita Digbijay Paul appointed Company Secretary & Compliance Officer from 01 Jun 2025.

Auditor Appointments

• Statutory Auditors: DC Jariwala & Co appointed for five-year term (FY2025-26 to FY2030-31).
• Secretarial Auditor: JDM & Associates LLP resigned; Manish R. Patel appointed to fill casual vacancy; future 5-year term subject to members’ approval.

Material Related Party Transactions

• RPTs occurred in ordinary course and at arm's length; include director remuneration and RM costs.
• Major related-party purchases and sales with specified entities; details disclosed in AOC-2.

Other Material Approvals

• Borrowing limits: up to ₹500 crore; mortgage/charge up to ₹500 crore, approved by members.
• CSR: 2% of avg net profit; CSR obligation ₹22.25 Lakh; spent ₹19.35 Lakh; carry-forward ₹19.50 Lakh.

Re-appointment of Whole-time Director

• Change type: Re-appointment of Mr. Dhavalkumar Shantilal Patel as Whole-time Director (DIN: 02961674).
• Effective date: w.e.f 22 September 2027 for 3 years, subject to shareholders' approval.
• Board approval date: 05 September 2026.
• Reason: Board cited valuable contribution to the company.
• Profile: Oversees purchasing; negotiates with suppliers for quality material.
• Relationship: Son of Shantilal Patel, Whole-Time Director.
• Compliance: Not debarred from holding office.
• Shareholder approval: Ensuing AGM.

Director re-appointment

• Re-appointment of Mr. Dhavalkumar Shantilal Patel as Whole-time Director (DIN 07886785) of Zeal Aqua Ltd.
• Effective date not disclosed; filing corrects attachment without changing disclosed information.
• Professional profile not disclosed in filing.
• Relationships with other directors not disclosed.
• No other material reasons for change mentioned.