Vistar Amar Ltd Directors Report

Your Directors have pleasure in presenting their Director Report together with the Audited Financial Statements of the Company for the year ended March 31,2025.

1. Financial Results

The financial statements of the Company for the year ended 31st March, 2025 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the “Act”).

(Rs. in 000s)

Particulars	As on 31st March, 2025	As on 31st March, 2024
Sales	269,924	740,893
Other Income	1,160	207
Gross Income	271,085	741,099
Profit before Depreciation and Taxation	(7,635)	53,313
Less: Depreciation	6,238	3,747
Profit before Taxation	(13,873)	49,566
Less: Deferred Tax	467	(317)
Less: Provision for taxation	-	12,800
Less: Income Tax of earlier years	387	0.00
Profit/(Loss) after tax	(14,727)	37,083
Add: Balance B/F from the previous year	135,742	98,584
Add: Receipt of Securities Premium	273,920	0.00
Less: Right Issue Related Expenses	-3,431	0.00
Add/ Less: Remeasurement gain / (loss) on defined benefit plan	-779	75
Surplus available for appropriation	390,724	135,742
Appropriations
General Reserves	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance carried to Balance sheet	390,724	135,742

2. Operational Review/Review of Business Operations/The state of company affairs (Rupees wherever mentioned is in 000s)

During the year under review, the Company generated a total revenue of Rs. 269,924, as compared to Rs. 740,893 in the previous financial year. The Company recorded a Net Loss before Tax of Rs. (13,873), against a Net Profit before Tax of Rs. 49,566 in the previous year.

The decline in revenue and profitability was primarily due to the seasonal nature of the fishery business and the Companys dependence on resource availability, which can vary significantly due to unpredictable marine conditions, weather patterns, and regulatory restrictions. These factors affected the consistency of supply and, consequently, impacted the overall business performance during the year.

Despite the challenges, your Directors remain committed to improving the operational and financial performance of the Company. Various strategic initiatives are being undertaken to enhance efficiency, streamline operations, and explore new markets in the fishery sector to ensure sustainable growth in the coming years.

3. Rights Issue

The Board of Directors of your Company, at its meeting held on Monday, 9th September 2024, approved the issuance of equity shares aggregating to Rs.30,00,00,000/- (an increase from the earlier Rs.25,00,00,000/- approved at the Board Meeting held on Tuesday, 23rd July 2024) by way of a rights issue to the existing eligible equity shareholders of the Company.

Further, at its meeting held on Monday, 2nd December 2024, the Board approved the Draft Letter of Offer (DLOF), the terms of the issue, and other allied and ancillary matters related to the Rights Issue.

The allotment of rights shares was completed on Friday, 27th December 2024, and the Company received trading permission from the Bombay Stock Exchange with effect from Friday, 3rd January 2025.

4. Amount, if any, proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2025.

5. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. Dividend

The Board of Directors do not recommend any dividend for the year 2024-25. The entire profit is being ploughed back in the business.

7. Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 15,00,00,000/- (Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 5,76,00,000/-.

? The Paid-Up Capital Increased from Rs. 3,20,00,000/- to Rs. 5,76,00,000/- pursuant to the rights issue of 25,60,000 Equity Shares of face value of Rs. 10/- each at a premium of Rs.107/- per share pursuant to letter of offer dated 2nd December, 2024.

? The Board of Directors of the Company has approved allotment of 25,60,000 fully paid-up Equity shares of Rs. 10/- each at a premium of Rs. 107/- per share on 27th December, 2024. Trading permission was received from BSE effective from 3rd January, 2025.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2024-2025.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2024-2025.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year2024-2025.

8. The name of Companies which have become or ceased to be its Subsidiaries. Joint Ventures or Associates Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.

However, during the year under review, the Company ceased to be a subsidiary of M/s. RBP Holdings Private Limited due to the allotment of shares under a rights issue within the Promoter Group. As on 31st March 2025, the shareholding of M/s. RBP Holdings Private Limited stood at 39.67%.

9. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, your Board of Directors hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Corporate Governance

The Company falls under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, pursuant to rights issue of Equity Shares dated 27th December, 2024.

In accordance with SEBI regulations, a separate report on Corporate Governance is given in Annexure “A” along with the Practicing Company Secretaries (PCS) Certificate on its compliance. The PCS Certificate does not contain any qualification, reservation and adverse remark.

11. Particulars of contracts or arrangements with related parties

The Company has a process in place for periodically reviewing and monitoring related party transactions. All related party transactions during the financial year 2024-25 were conducted in the ordinary course of business and at arms length. As required under the provisions of Section 177 of the Companies Act, prior omnibus approval of the Audit Committee was obtained before the commencement of the financial year for all such transactions.

Particulars of related party transactions undertaken at arms length, pursuant to Section 188 of the Companies Act, are furnished in Form AOC-2, attached as Annexure “B”, and form part of this Report.

Other related party transactions, disclosure of which is required under Accounting Standard 18, are provided in the notes to the financial statements, which form part of this Annual Report.

The Policy on Related Party Transactions, as approved by the Board, is available on the Companys website at: www.vistaramar.com.

- Acquisition of Fish Meal Unit on Slump Sale Basis (Related Party Transaction)

During the year under review, the Board of Directors, at its meeting held on 15th January 2025, approved the acquisition of the Amar Sterilized Fish Meal Unit, located at Porbandar, Gujarat, from Amar Polyfils Private Limited (APPL). Mr. Rajeshkumar Panjari and Ramkumar Panjari and their family members, who are part of the Promoter Group, are Promoters of APPL, which is a Related Party to Vistar Amar Limited and the Members of the Company, through Postal Ballot on 27th March 2025 (last date of E-voting), approved and ratified this material related party transaction.

The transaction was undertaken on a ‘slump sale basis (as defined under Section 2(42C) of the Income-tax Act, 1961), on a going concern basis, for a total consideration of Rs.1,550 lakhs. The valuation for the said transaction was conducted by M/s. Bhavesh M Rathod & Co., Chartered Accountants, a registered IBBI valuer, as per their Valuation Report dated 30th November 2024.

The acquisition was proposed to be funded from the proceeds of the Rights Issue, as detailed in the Letter of Offer dated 2nd December 2024.

Necessary approvals, as required under the Companies Act, 2013 and applicable regulations, have been obtained for the said transaction.

12. Risk Management Policy

In compliance with the provisions of Section 134 (3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Authority to Audit Committee to monitor the Risk Management Policy including (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

13. Internal control systems and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from the unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

14. Directors and Key Management Personnel (KMP ) and their changes

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company, Mr. Ramesh Ishwarlal Upadhyay (DIN No. 07087829), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his reappointment.

The Present Directors and KMP of the Company as on 31st March, 2025 are as follow:

(a) Mr. Rajeshkumar Babulal Panjari, Managing Director (DIN No. 00261895)

(b) Mr. Ramkumar Babulal Panjari, Executive Director (DIN No. 00262001)

(c) Mr. Ramesh Ishwarlal Upadhyay, Non Executive Director (DIN No. 07087829)

(d) Mrs. Varsha Manish Sanghai, Non Executive Independent Director (DIN No. 07445502)

(e) Mr. Jaidip Dilipkumar Simaria, Non Executive Independent Director (DIN No. 02587800)

(f) Mr. Ramkumar Babulal Panjari, CFO

The Company terminated the service of Mr. Surendra Jain, Company Secretary (KMP) and Compliance Officer, effective 31st January 2025, as approved in the Board Meeting held on 1st February 2025 due to his acts which amount to dereliction of his duties. During the interim period, the responsibilities of the Compliance Officer is temporarily continued by Mr. Rajeshkumar Panjari (DIN No. 00261895), Managing Director, until the appointment of a new Company Secretary (KMP) and Compliance Officer.

Ms. Poonam Mor was appointed as the Company Secretary and Compliance Officer with effect from 24th June 2025, at the Board Meeting held on the same date.

Proposal for Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed the appointment of Ms. Chandni Gopal Khudai (DIN: 11202979) as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 w.e.f. 1st October, 2025.

The proposal for appointment forms part of the Notice of the ensuing 41st Annual General Meeting for the approval of members.

Appointment of directors on the Board of the Company, is based on the recommendations of the Nomination & Remuneration Committee. NRC identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies.

The NRC considers positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of technology, law, management, sales, marketing, administration, research, etc.

Independent Directors should fulfill the obligations of independence as per the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 in addition to the general criteria stated above. All the Independent Directors of the Company are enrolled in the Databank of IDs maintained by Indian Institute of Corporate Affairs, an entity under the Ministry of Corporate Affairs. Their registrations are renewed when due. It is ensured that a person to be appointed as a director has not suffered any disqualification under the Act or any other law to hold such an office.

The composition of the Board and the details of remuneration paid to the Directors during the year 2024-25 are given in the Corporate Governance Report forming part of this Report.

15. Statement on Declaration given by the Independent Directors

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors of the Company have also confirmed that they were not disqualified to be appointed as directors as per Section 164(2) of the Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory authority to hold an office of director in a company.

16. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

17. Statutory Auditors and Auditors Report

Messrs. S A R A & Associates, Chartered Accountants, were appointed with your approval as the Statutory Auditors of your Company for a period of five years till the conclusion of the 45th AGM. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the remuneration of Messrs. S A R A & Associates for the financial year 2025-26. Appropriate resolution seeking your approval to the remuneration of Messrs. S A R A & Associates is appearing in the Notice convening the 41st AGM of your Company.

The Report of the Auditor of the Company and notes forming part of financial statements are self-explanatory and hence requires no explanation from the Board of Directors. The Auditors Report does not contain any qualification, reservation or adverse remark.

18. Secretarial Auditor and Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mrs. Isha Sumit Gupta, Proprietor of M/s. I S Gupta & Co., Company Secretary Firm to conduct Secretarial Audit of your Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st March, 2025 in Form MR-3 is attached as Annexure “C” and form a part to this Report. The report does not contain any qualification, reservation or adverse remark.

19. Cost Records and Cost Audit

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

20. Internal Auditor and Audit

M/s. KTM & Co., Chartered Accountants, Firm Registration No. 141449W have been appointed as Internal Auditors of the Company w.e.f. 1st April, 2024 to 31st March, 2025 and they will report to Board of Directors or the respective committee. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

21. Reporting of Frauds

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee and/ or Board of Directors under Section 143 (12) of the Companies Act, 2013 and rules framed thereunder, any instances of fraud committed against the Company by its officer or employee, the details of which would need to be mentioned in the Boards Report.

22. Cash Flow Statement

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

23. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

24. Audit Committee

The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Directors Report. There was no instance of the Board not accepting the recommendation of the Audit Committee.

25. Vigil Mechanism/Whistle Blower Mechanism

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

26. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Meetings of the Board

During the year, 11 Board Meetings of the Board of Directors were held.

28. Particulars of Loans, guarantees or investments (Rupees wherever mentioned is in 000s)

During the year under review, the Company has not provided any loan, guarantee or made investments as covered under Section 186 of the Companies Act, 2013.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-D to this report.

30. Listing Agreements

Your Company has entered into Agreement with Bombay Stock Exchange Limited (BSE), in compliance with Regulation 109 of the SEBI LODR Regulations 2015.

31. Disclosure under Section 197 (12) of the Companies Act, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each Directors to the Median remuneration of the Employees of the Company for the Financial Year will be made available for inspection at its Registered Office of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the Company pursuant to Section 136 of the Companies Act, 2013 and Members, if any interested in obtaining the details thereof shall make specific request to the Company Secretary of the Company and Compliance Officer of the Company in this regard.

32. Managements Discussion and Analysis Reports

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015, the Managements Discussion and Analysis Report is set out in this Annual Report.

33. Deposits

Your Company has not accepted any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

34. Significant and Material Orders passed by the Regulators or Courts

No significant and material orders were passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

35. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under . the Insolvency and Bankruptcy Code, 2016:

No application has been filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 and hence no disclosure or reporting is required.

36. Instance of one-time settlement with any Bank or Financial Institution:

The Company has not entered into any one-time settlement of debt during the year under review.

37. Secretarial Standards

The Company complies with all applicable Secretarial Standards.

38. Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfillment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

44. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of report

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of this Report.

45. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available on https://www.vistaramar.com.

46. Health, Safety and Environment

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

47. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

48. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

49. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

50. Acknowledgements

Your Director would like to express their sincere appreciation for the assistance and co-operation received from the Central and State Government Departments, customers, dealers, vendors, members, banks and other business partners during the year under review. Your Directors also wish to place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

	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