Key Event Details
- 42nd Annual General Meeting Date: Tuesday, 22nd September 2026 at 3:00 PM
- Meeting Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
- Book Closure Period: Wednesday, 16th September 2026 to Tuesday, 22nd September 2026 (both days inclusive)
- E-voting Period: Friday, 18th September 2026 (9:00 AM) to Monday, 21st September 2026 (5:00 PM)
- Cut-off Date for Voting Rights: Tuesday, 15th September 2026
Ordinary Business Agenda Items
Item 1: Adoption of Financial Statements
To receive, consider and adopt Audited Financial Statements for FY ended 31st March 2026 with reports of Board of Directors and Auditors.
Item 2: Appointment of Director Retiring by Rotation
To appoint Mr. Ramkumar Babulal Panjari (DIN: 00262001) who retires by rotation and offers himself for reappointment.
Item 3: Approval of Statutory Auditor Remuneration
Ordinary Resolution to approve remuneration of ₹4,00,000 (Rupees Four Lakhs) payable to Messrs. S A R A & Associates, Chartered Accountants (Firm Registration No. 120927W) for FY 2026-27. This covers statutory audit, quarterly limited reviews, tax audit, tax compliances, and taxation advisory matters, plus applicable taxes and out-of-pocket expenses.
Special Business Agenda Items
Item 4: Reappointment of Managing Director
Special Resolution to reappoint Mr. Rajeshkumar Babulal Panjari (DIN: 00261895) as Managing Director for 5 years effective 1st October 2026.
- Remuneration: ₹5,00,000 per month for 3 years (1st October 2026 to 30th September 2029)
- No sitting fees for board/committee meetings
- Minimum remuneration provision in case of inadequate profits as per Schedule V of Companies Act
- Approval sought despite exceeding SEBI LODR Regulation 17(6)(e) limits for promoter executive directors
Item 5: Reappointment of Independent Director
Special Resolution to reappoint Mr. Jaidip Dilipkumar Simaria (DIN: 02587800) as Non-Executive Independent Director for second term of 5 years from 23rd September 2026 to 22nd September 2031.
Item 6: Appointment of New Independent Director
Special Resolution to appoint Mr. Pragnesh P. Patel (DIN: 11668303) as Non-Executive Independent Director for first term of 5 years from 11th August 2026 to 10th August 2031.
Items 7-9: Material Related Party Transactions
Three Ordinary Resolutions to approve transactions with related parties for FY 2026-27:
Item 7: M/s. Amar Food Products
- Aggregate value not exceeding ₹15,00,00,000 (Fifteen Crores)
- Transactions include purchase/sale of goods, materials, services
- Represents 56% of company's FY 2024-25 turnover
Item 8: M/s. Amarsagar Seafoods Private Limited
- Aggregate value not exceeding ₹15,00,00,000 (Fifteen Crores)
- Transactions include purchase/sale of goods, materials, services
- Represents 56% of company's FY 2024-25 turnover
Item 9: M/s. Pesca Marine Products Private Limited
- Aggregate value not exceeding ₹3,00,00,000 (Three Crores)
- Transactions include purchase/sale of goods, materials, services
- Represents 11% of company's FY 2024-25 turnover
All transactions are in ordinary course of business at arm's length basis. Related parties shall abstain from voting.
Financial Performance Context (From Explanatory Statement)
The company provided financial data for context in the Managing Director reappointment justification:
| Particulars | 2025-2026 (₹) | 2024-2025 (₹) | 2023-2024 (₹) |
| Total Income | 15,86,217,000 | 2,71,085,000 | 7,41,099,000 |
| Profit Before Tax | 1,25,900,000 | (13,873,000) | 49,566,000 |
| Profit After Tax | 93,473,000 | (14,727,000) | 37,083,000 |
Director Shareholding Information
- Mr. Rajeshkumar Babulal Panjari: 2,01,600 shares
- Mr. Ramkumar Babulal Panjari: 2,01,600 shares
- Mr. Jaidip Dilipkumar Simaria: 49,278 shares
- Mr. Pragnesh P. Patel: No shares
Service Provider Appointments
- E-voting Service Provider: Purva Sharegistry (India) Private Limited
- Scrutinizer: Ms. Isha Gupta, Practicing Company Secretary
- Company Secretary for Filings: Ms. Isha Gupta engaged for all ROC filing requirements related to the resolutions
Shareholder Information
- RTA: Purva Sharegistry (India) Private Limited
- Documents Available: Register of Directors, Register of Contracts, all documents referred to in notice
- IEPF Transfer: No unpaid dividend transferred to IEPF in FY 2025-26
- Dematerialization Mandatory: All securities can be transferred/traded only in dematerialized mode
Voting Procedures
Detailed instructions provided for:
- Remote e-voting for demat and physical shareholders
- VC/OAVM meeting attendance
- Registration requirements for email communications
- Helpdesk contacts for CDSL and NSDL related voting issues