Vistar Amar Ltd Management Discussions

Report for the year ended 31st March, 2025

The Management of VISTAR AMAR LIMITED presents its Analysis report covering performance and outlook of the Company. The Management accepts responsibility for the integrity and objectivity of the financial statements. However, investors and readers are cautioned that this discussion contains certain forward looking Statements that involve risk and uncertainties.

Economic Review

1.1 Global Economy

The global economy displayed stability in CY 2024, successfully overcoming early concerns about a potential downturn caused by supply chain disruptions, geopolitical uncertainties and inflationary pressures. Posting a growth rate of 3.3% for the year, the global economy managed to sustain its momentum despite several headwinds. The US economy showcased resilience with high employment rates and impressive corporate earnings. In the US, there has recently been a change in Presidency, which may result in considerable policy changes, impacting global trade and bilateral relations among nations. Europe, despite facing political and economic challenges, navigated uncertainties and is positioned for a robust recovery. Meanwhile, China, having reopened its economy post-COVID, is actively addressing overcapacity and financial strains in the real estate sector, laying the groundwork for sustainable and balanced economic growth. Emerging markets and developing economies outperformed with a robust 4.3% growth rate, significantly outpacing the modest 1.8% expansion seen in advanced economies.

A substantial decline in global inflation from 6.7% in CY 2023 to 5.7% in CY 2024² played a crucial role in stabilising prices and fuelling economic activity. This achievement was largely driven by proactive and well timed monetary policies implemented by central banks, alongside an expansion in energy supplies that helped ensure steady economic growth. Additionally, resilient consumer demand played a vital role in sustaining economic momentum, as household spending remained strong despite prevailing uncertainties. Government spending and targeted fiscal measures further supported this steady progress, countering the effects of structural and geopolitical challenges.

Outlook

Looking ahead, amidst the geopolitical uncertainty around US tariffs on its imports, the global economic outlook remains cautiously optimistic. Expectations of more accommodative monetary policies and continued easing of inflationary pressures may hedge the uncertainty and provide a cushion for economic growth. Global GDP is projected to grow at 2.8% in CY 2025 and 3.0% in CY 2026. Emerging markets and developing economies are expected to maintain their positive performance with a forecasted 3.7% expansion in CY 2025, while advanced economies are likely to see a moderate uptick to 1.4%.

One of the key drivers of this outlook is the resilience of consumer spending, which is anticipated to remain a crucial pillar of growth. With inflation gradually retreating, which is expected to decline to 4.3% in CY 2025 and 3.6% in CY 2026. Household purchasing power is set to improve, further buttressing demand across various sectors. Advanced economies are likely to achieve inflation targets sooner, providing additional stability. While geopolitical uncertainties persist, sustained government investments, prudent fiscal management and strong consumer activity are expected to create a balanced and inclusive global economic landscape.

1.2 Indian Economy³

During the year under review (FY 2025), Indias GDP grew at a rate of 6.5%. Despite global economic turbulence and geopolitical conflicts in parts of Europe and the Middle East, Indias economy demonstrated significant resilience. This impressive expansion was fuelled by strategic government initiatives and a steady increase in exports.

Inflation has eased, decreasing from 5.4% in FY 2024⁴ to an encouraging 3.6% in FY 2025, creating a more stable economic environment. This downward trend in inflation is bolstering positive consumer sentiment, setting the stage for heightened consumer spending across key retail categories.

Although urban consumption exhibited a plateauing trend, rural consumption remained robust supported by strong agricultural performance. On the other hand, the services sector continued to be a key driver of growth.

Government-aided structural reforms, deregulation efforts and infrastructure investments are further strengthening market confidence and creating a conducive environment for businesses. With a flourishing services sector, digital growth and increasing financial inclusion, India continues to be a vibrant marketplace for consumer brands aiming to scale.

Outlook

Looking forward, Indias growth trajectory is expected to remain robust, where the GDP growth is projected to sustain at 6.5% in FY 2026 and to complement the growth targets, the Union Budget aims to stimulate consumption through strategic tax reforms and sector-specific support. By eliminating income tax for salaries up to INR 12.75 lakh for individuals, the budget will significantly increase disposable income for middle-class households⁵. Additionally, the RBIs back to back rate cuts by 100 bps including the 50 bps rate cut in June, 2025⁶ has lowered the repo rate to 5.5%, which will increase liquidity in the economy also, the 8th Pay Commissions recommendations will further bolster disposable income, propelling discretionary spending and aiding consumption. The retail inflation is also showing signs of easing leading to anticipation of further rate cuts, which will strengthen the economy as a whole.

Additionally, there is an upturn in the private capital expenditure (CapEx) cycle, gradually improving business sentiments, healthy balance sheets of banks and corporates and the governments continued thrust on capital expenditure. Improvement in the outlook for global trade and rising integration in the global supply chain will support net external demand.

The governments emphasis on deregulation, infrastructure and private sector participation is vital for continued growth. Sectors such as retail, e-commerce and digital services are poised to expand with rising incomes and improved connectivity. Geopolitical changes and global economic shifts present both challenges and opportunities, requiring businesses to stay nimble. With stable inflation and robust forex reserves, Indias economy is well positioned for sustained demand and growth.

Industry structure and developments⁷

The global fish processing market is projected to grow from USD 413.2 billion in 2025 to USD 732.9 billion by 2035, registering a CAGR of 5.9%. This robust growth is driven by rising demand for convenient, protein-rich, and ready-to-eat seafood products, especially in urban markets worldwide.

Key developments shaping the industry include:

1. Increasing consumer demand for frozen, marinated, and pre-cooked seafood, supported by improved cold chain logistics and innovations in freezing and packaging technologies.

2. A strong focus on sustainability and traceability, with leading companies adopting certifications like MSC and integrating digital tracking systems to ensure responsible sourcing.

3. Rapid growth in the Asia-Pacific region, with India expected to grow at a CAGR of 5.8% during 2025-2035, driven by rising exports, domestic consumption, and government support through schemes like PMMSY.

4. Major industry players such as Maruha Nichiro, Mowi ASA, and Thai Union Group are investing in automation, eco friendly packaging, and product innovation to meet changing global demand.

5. Key challenges include raw material volatility, overfishing, supply chain disruptions, and high regulatory compliance costs, especially for small processors.

The industry is undergoing a structural shift toward premiumization, sustainable production, and value-added offerings, with high-growth potential in ready-to-cook, high-nutrition seafood and plant-based alternatives.

The India processed fish and seafood market is projected to continue growing, driven by increasing consumer demand, government support, and opportunities in aquaculture expansion and new export markets.

Our Industry

Our Company, “Vistar Amar Limited” specializes in the production of fishmeal from fish and fish waste. This product serves as a key ingredient in aqua feed, poultry feed, and pet food. The company operates in a sector with high growth potential but also faces significant challenges related to competition, sustainability, and infrastructure gaps.

By effectively navigating these opportunities and challenges, Vistar Amar can further strengthen its position and contribute to the continued growth of the Indian seafood and fish processing industry.

Opportunities and Strength

Opportunities

• Growing Domestic Demand: The rising demand for seafood in India, driven by health consciousness and higher incomes, presents an opportunity for domestic market expansion.

• Government Support for the Seafood Industry: Government initiatives, especially from MPEDA, aim to boost seafood exports and benefit the overall industry.

• Expanding into Value-Added Products: The increasing demand for processed and value-added seafood products presents an opportunity for Vistar Amar to diversify its product portfolio and cater to evolving consumer preferences.

• Aquaculture Industry Growth: The growth of aquaculture creates a rising demand for fishmeal, a core product for Vistar Amar.

• Utilizing Expanded Production Capacity: The recent acquisition of the Amar sterilized fishmeal unit and the, upgrade/expansion of the Veraval plant enable Vistar Amar to increase production volume and efficiency, capitalizing, on the growing demand for fishmeal.

Strengths

• Adaptability and Responsiveness to Market Dynamics: Vistar Amar has a demonstrated ability to adapt to market changes, evident in past performance and top-line growth.

• Experienced Management Team: The management team, with its expertise in the seafood processing and related sectors, provides a solid foundation for strategic decision-making.

• Existing Infrastructure and Capacity for Production: Vistar Amars existing fish processing and fishmeal production facilities offer a strong operational base.

• Recent Infrastructure Investments: The acquisition of the Amar sterilized fishmeal unit and the Veraval plant upgrade/expansion demonstrate a commitment to improving production capacity and operational efficiency. The installation of new machinery at the Veraval plant enhances the companys capabilities to meet growing demand and comply with environmental regulations.

• Focus on Employee Well-being and Development: The companys commitment to employee welfare can contribute to a more stable and motivated workforce.

Other Opportunities and Strength:

i. The Company is expecting a good season ahead.

ii. Strong Relationship with reputed institutional customers

iii. Fully indigenous plant. Experienced Marketing Team

iv. Operational Excellence

v. Quality Control

Threats and risk

Seafood industry faces various threats and challenges that need to be addressed for sustainable growth. These threats can be categorized into following factors.

• Competition: The seafood and fish processing industry is competitive, with numerous players vying for market share. Vistar Amar faces competition from both domestic and international companies.

• Sustainability and raw material scarcity: Overfishing and environmental degradation pose a significant threat to the availability of raw materials (fish) for the companys operations. Adherence to sustainable fishing practices and sourcing is crucial for long-term viability.

• Disease outbreaks in aquaculture: Vistar Amar, particularly with its fishmeal production, is indirectly exposed to risks associated with disease outbreaks in aquaculture farms that might affect the quality and quantity of raw material (fish) available for processing.

• Seasonal nature of the business: The fishing season is limited to certain months of the year, making the business performance dependent on the fish catch during that period. This can introduce volatility and make it challenging to maintain consistent growth rates.

• Raw material price volatility: The price of small pelagic fish, a major raw material for fishmeal, is influenced by various factors, including catch volume, demand, and fuel prices for fishing vessels. Fluctuations in raw material prices can significantly impact Vistar Amars cost of goods sold and profitability.

• Infrastructure gaps: While the export supply chain in India has improved, deficiencies in cold chain and logistics infrastructure can lead to post-harvest losses and affect product quality.

• Risk management effectiveness: While Vistar Amar has a risk management process in place, its effectiveness in mitigating identified risks, especially regarding the recent financial performance, requires close monitoring.

• Rising costs: The company has experienced an increase in power and fuel charges and employee expenses, which could impact its profitability if not effectively managed.

• Technology obsolescence: Staying updated with the latest processing technologies and machinery is crucial for maintaining competitiveness. Failure to adopt advanced technologies could put Vistar Amar at a disadvantage.

Other threat and risk:

i. Significant Economic changes

ii. Climate related risk

iii. Market volatility

iv. Real or perceived Product Contamination

v. Significant changes in Government or regulatory policies

vi. Desired Quality

Segments

The Company does not have multiple segments. Hence, comments on segments are not required.

Outlook

With a rapid growth in the aquaculture industry, your Company believes the use of fish meal for feed will have a big demand going ahead.

In order to meet the changing market realities, your Company has been following the philosophy of providing the highest quality products and services at the lowest possible prices. All endeavours are made to achieve possible cost reduction in every area of operations. Your Companys philosophy to provide high class quality products i.e. full value for money, to consumers would greatly benefit in the long run. In the otherwise increasing cost arena, every expense, whether capital or revenue is minutely reviewed to achieve all possible savings.

Risks and areas of concern

The Company has a robust Risk Management process in place, which is a holistic, integrated and structured approach to manage risks with the objective of maximizing shareholders value.

The risk management process at our Company broadly consists of identification, assessment, mitigation, prioritization and monitoring of risks with the following objectives:

- Enhance confidence in achieving its desired goals and objectives;

- Effectively restrain threats to acceptable levels;

- Take informed decisions about exploiting opportunities;

Internal control systems and their adequacy

The Company has proper and adequate systems of internal controls in order to ensure that all assets are safeguarded against loss from unauthorized use of disposition and that all transactions are authorized recorded and reported correctly. An Audit Committee headed by a non-executive independent Director and non-executive Director is in place to review various areas of the control systems.

Utilization of Proceeds from Rights Issue

During the financial year 2024-25, the Company successfully completed a Rights Issue of 25,60,000 equity shares, raising a total of Rs.29,95,20,000/-. The issue was fully subscribed and the proceeds have been/ is utilizing as per the objects stated in the Letter of Offer dated 02/12/2024.

The funds were deployed towards the following purposes:

0 Acquisition of Amar Sterilized Fish Meal Unit: The company intended to acquire the Amar sterilized fish meal unit located in Porbandar, Gujarat, from its promoter group company, Amar Polyfils Private Limited, through a slump sale. This acquisition was aimed at expanding Vistar Amars existing fishmeal production capacity.

0 Setting up a New Unit at Mangrol, Gujarat: The rights issue also aimed to finance the establishment of a new fishmeal production unit at Mangrol, Gujarat. This expansion was intended to further enhance Vistar Amars manufacturing capabilities.

0 Meeting Working Capital Requirements: A portion of the funds raised from the rights issue was earmarked to address the companys working capital needs. This would help ensure smooth day-to-day operations and support business growth.

0 Issue related expenses

There has been no deviation or variation in the use of proceeds from the stated objects of the issue.

Update on Veraval and Mangrol Plant

During the 3rd & 4th quarter, Veraval Plant was under upgradation for some critical pollution control equipment. Due to which there was significant production loss. The Company had installed new machinery at its Veraval Plant, focusing on sterilized fishmeal production. The plant resumed its operations from April, 2025.

Mangrol Plant, Gujarat, has successfully commenced its operations as per the planned schedule for making sterilised fishmeal. However, the operations at our Mangrol Plant located at Gujarat, have been temporarily suspended w.e.f. 1st May, 2025 due to the end of the operational season and to undertake necessary alterations and maintenance work at the plant.

Additionally, the Board of Directors approved the installation of a 150 KW Grid-Connected Solar Rooftop Power Plant at the Mangrol Plant, with commissioning expected by September 30, 2025. This initiative aims to meet a portion of the companys internal power requirements, reduce its carbon footprint, and generate cost savings.

Discussion on financial performance with respect to operational performance

The fiscal year 2024-2025 has seen significant fluctuations and challenges in the performance of Vistar Amar Limited, particularly concerning net sales and profitability.

The details of the financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Account and other financial statements etc. appearing separately. Highlights for the year 2024-2025 are as under:

(Rs. in 000)

Sales for the year 2024-2025	Rs.2,69,924
Provision for taxation	Rs.NIL
Profit / Loss after tax	(Rs.14,727)
Paid up equity share capital as on 31st March, 2025	Rs.57,600

The financial performance of the Company has been explained in the Directors Report of the Company for the year 20242025 appearing separately.

Significant changes in Key Financial Ratio

The details of significant changes in Key Financial Ratio alongwith detailed explanation thereof for the year 2024-2025 (previous year 2023-2024) are given as under:

Sr. No. Description	2024-2025	2023-2024	Remarks
1 Debtors T/O	4.10	8.06
2 Inventory T/O	2.56	12.36
3 Interest Coverage Ratio	N.A	N.A.
4 Current Ratio	3.78	4.25
5 Debt -Equity Ratio	N.A	N.A.
6 Operating Profit Margin (%)	7.73%	12.90%
7 Net Profit Margin (%)	(0.05)%	0.05%
8 Return on Net-Worth (%)	(0.05)%	0.25%

Material developments in human resources/industrial relations front, including number of people employed

At the heart of every successful Company lies its dedicated workforce, serving as the cornerstone of business continuity. Employees bring invaluable expertise, passion, and adaptability to the table, making them indispensable assets in navigating the dynamic external and internal landscapes. Their role in crafting and executing strategic plans, coupled with their keen ability to identify and mitigate risks, is paramount in driving the Companys growth and resilience.

The Company cherishes the profound contributions of its employees, recognising their instrumental role in propelling our success forward. Through collaborative efforts and innovative strategies, our workforce has been pivotal in shaping the trajectory of our growth. To nurture and empower its employees further, the Company has implemented a range of human resources programmes aimed at fostering motivation, engagement, and well-being. These initiatives not only cultivate a secure and supportive work environment but also prioritise career development and upskilling opportunities, ensuring that our employees thrive and remain instrumental in our continued success.

Total Employees strength in the Company is 47.

Cautionary Statement

The statements in the Management Discussion and Analysis Report that describe your Companys projections, estimates and expectations are "forward-looking statements". They are within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied depending on the economic conditions affecting demand and supply, the price scenario in the domestic and international markets in which it operates, changes in government regulations, tax laws and other statutes. The Company undertakes no responsibility to publicly amend, modify or revise any forwardlooking statements on the basis of any subsequent developments, information, or events.

	For and on behalf of the Board of Directors
Porbandar	Rajeshkumar Babulal Panjari	Ramkumar Babulal Panjari
13th August, 2025	Managing Director	Director
	DIN:00261895	DIN: 00262001