To: The Members, Valencia Nutrition Limited
Your directors have immense pleasure in presenting the 13th (Thirteenth) Annual Report, together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors Report of the Company for the financial year ended March 31, 2026.
A summary of the Companys Standalone and Consolidated financial performance for the financial year ended March 31, 2026, compared with the previous financial year ended March 31, 2025, is presented below:
(? IN LAKHS)
| PARTICULARS | CONSOLIDATED 2025-26 | CONSOLIDATED 2024-25 | STANDALONE 2025-26 | STANDALONE 2024-25 |
| Revenue from Operations | 787.83 | 847.09 | 663.64 | 847.09 |
| Other Income | 170.01 | 64.93 | 83.93 | 64.93 |
| Total Revenue | 957.84 | 912.01 | 747.57 | 912.01 |
| Less: - Operating Expenses | 771.33 | 770.25 | 575.99 | 770.25 |
| Profit/(Loss) before finance cost, tax, depreciation and amortization (EBIDTA) | 186.51 | 141.76 | 171.58 | 141.76 |
| Less: Depreciation & Amortization | 63.85 | 21.23 | 54.45 | 21.23 |
| Less: Finance Cost | 13.40 | 13.13 | 13.40 | 13.13 |
| Profit/(Loss) before tax & Exceptional Item | 109.27 | 107.41 | 103.72 | 107.41 |
| Less: Exceptional Item i.e. Gratuity Provision | - | - | - | - |
| Less: - Provision for Taxes | - | - | - | - |
| Less: - Deferred taxes | - | - | - | - |
| Profit After Taxes (PAT) | 109.27 | 107.41 | 103.72 | 107.41 |
| Balance Carried to Balance Sheet | 109.27 | 107.41 | 103.72 | 107.41 |
CONSOLIDATED PERFORMANCE
During the year under review, the Consolidated Revenue from Operations stood at ?787.83 Lakhs, as against ?847.09 Lakhs in the previous financial year. The Consolidated Profit After Tax (PAT) for the financial year 2025-26 increased to ?109.27 Lakhs compared to ?107.41 Lakhs for the financial year 2024-25.
Consolidated Other Income of ?170.01 Lakhs comprises:
? Write-off of previous Sundry Creditors of erstwhile Zion Beverages amounting to ?86.08 Lakhs;
? Share of profit from erstwhile Suryavathi Beverages amounting to ?81.58 Lakhs; and
? Interest on Fixed Deposits amounting to ?2.35 Lakhs.
STANDALONE PERFORMANCE
On a standalone basis, the Revenue from Operations for the financial year 2025-26 stood at ?663.64 Lakhs, compared to ?847.09 Lakhs in the previous year. The Standalone Profit After Tax (PAT) for the financial year 2025-26 stood at ?103.72 Lakhs, against ?107.41 Lakhs recorded for the financial year 2024-25.
Standalone Other Income of ?83.93 Lakhs comprises:
During the financial year under review (FY 2025-26), Valencia Nutrition Limited (the Company) continued to develop its multi-category, diversified business platform across domestic and international markets, spanning PET Bottle Beverages, Aluminum Can Beverages, Snacks and Bakery, Point of Sales (POS) Solutions, Nutracare Lifesciences, and Consumer Products.
STRATEGIC & OPERATIONAL PERFORMANCE OVERVIEW
? Valencia Beverages & Superwater (VBSW) & Can Beverages: Operations encompassed the manufacturing and sale of functional waters, hydration drinks, RTD, and carbonated formats. PET bottle production was anchored through facilities in Hyderabad (Telangana) and Tiruppur (Tamil Nadu), backed by strategic contract manufacturing. The Valencia VitaBev portfolio (Roar, Bootes, Lime Leezure, Titoinic, Ginger Ale) was commercially launched, while functional formulations with hemp extract and glutathione progressed. The active domestic distribution network stands at 150+ distributors across 6 states, along with 6 recurring commercial institutional relationships secured across co-working, hospitality, fitness, and leisure channels.
? Snacks & Healthy Bites Division: The division transitioned from product development to initial manufacturing under the Crunzo and Valencia Bakery brands, completing successful sample runs of Butter Cookies and Osmania Biscuits. The division recorded channel margins of 21% to 30% (outperforming the industry benchmark of 18% to 27.4%).
? Valencia POS Solutions: Progressed automated retail and hospitality hardware built on a shared engineering platform and common IoT backbone, covering Snacks & Beverage Vending Machines, Smart Soda Dispensers, Visicoolers, Hot Beverage Vending, Air-Fried French Fries units, and Aroma De Valencia 5-in-1 diffusers.
Valencia Nutracare Lifesciences Pvt. Ltd.: Completed foundational research covering 350+ respondents (200+ rural women, 150+ urban women) and 30+ domain experts. Formulation development for pregnancy, lactation, and child nutrition advanced alongside initial engagements with the ICDS/Anganwadi ecosystem.
Valencia Consumer Products: VPF Personal Perfumes went live on valenciaperfumes.in , Amazon, Flipkart, and general trade using IFRA-certified French oils. Completed oral-care consumer surveys (approximately 150 respondents) and sample evaluations for Vitale and Bounce Super Teeth. Digestive care line Valencia Ease Out completed trials and is launch-ready, while FOMO Mints and Chabao were added to the functional snacking pipeline.
International Expansion: Established Valencia Cielo Libre SL (Spain) as a planned European manufacturing base (16 proposed Can Beverage SKUs) and Valencia Nutrition Gulf Trading LLC (GCC) as a regional sales and distribution hub (34 finalized SKUs across 25 categories), designating the UAE as the initial entry market.
KEY METRIC / METFY 2020-25 PERFORMANCE
| Key Metric | Performance |
| Active Domestic Network (VBSW) | 150+ distributors across 6 states |
| Institutional Relationships Secured (Can Beverages) | 6 recurring commercial partnerships |
| Division Channel Margins (Snacks) | 21% - 30% (Industry Benchmark 18% - 27.4%) |
| Research & Survey Base (Nutracare) | 350+ respondents, 30+ domain experts |
The Company reinforced its manufacturing infrastructure by commissioning Plant Unit II at VBSW Hyderabad, introducing a 250 BPM automated Hybrid Hot-Fill Juice line, electric PET bottle blowing, air-recovery technology, IoT-enabled monitoring, and automated CIP (Cleaning-in-Place) systems. Simultaneously, development continued for the shared manufacturing/distribution facility in Tiruppur (Tamil Nadu). International operations and nascent consumer categories continue to leverage an asset-light, partner-led contract manufacturing model during build-out phases.
Strong demand across functional beverages, hydration, and better-for-you snacks supported the Companys operational growth. Looking ahead to FY 2026-27, strategic priorities include:
Beverage Extensions: Commercial introduction of Coconut Water, Bounce Vitalize, Optic Water & High PH Optic Water.
Cans Expansion: Valencia Can Beverages commercially launched the VitaleBv portfolio across multiple beverage categories. The Division expanded functional beverage development and secured six recurring institutional relationships across key channels.
Snacks Scale-Up: Rollout of a S-variant biscuit range, entry into a 10 price tier, expansion into ethnic namkeen lines in Tamil Nadu and Maharashtra, and medium-term evaluation of makhana, banana chips, and popcorn.
POS Networking: The Division continues to scale its automated retail portfolio across vending, smart aroma diffusion and soda dispensing. FY 2026-27 will focus on product commercialization, IoT integration and expansion of the Company-Owned, Company-Operated model.
Nutracare Advancements: Valencia Nutracare Lifesciences Pvt. Ltd. continued its research, formulation and institutional groundwork for maternal, lactation and child nutrition products.
Consumer Product Readiness: Expanded consumer portfolio with live fragrance business and advanced oral-care products. Valencia Ease Out is launch-ready, alongside new freshness and snacking offerings.
During the financial year under review, there was no change in the nature of the business of the Company. The Company continued to operate in its existing line of business as per its Main Objects.
However, post the end of the financial year under review, the Board of Directors at its meeting held on September 03, 2026, approved the strategic restructuring of operations and the alteration of the Main Object Clause (Clause III A) of the Memorandum of Association (MoA) to diversify into the following new business areas, subject to the approval of Members at the ensuing AGM on September 29, 2026:
Agricultural & Food Science Activities: Farming, cultivation, ingredient technologies, natural extraction, and nutraceutical formulation services.
Information Technology & Software Services: Software development, AI/ML models, cloud services (SaaS/PaaS), and IT-enabled services.
Save as disclosed above, there has been no other change in the nature of the business of the Company.
With a view to conserving resources for future growth and business prospects of the Company, the Board of Directors does not recommend any dividend for the financial year ended on March 31, 2026.
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there are no amount of unclaimed or unpaid dividends nor any underlying equity shares, remaining outstanding / for a period of 7 (seven) years, that require transfer to the Investor Education and Protection Fund during the year under review that require transfer to the Investor Education and Protection Fund during the year under review.
During the financial year 2025-26, the entire amount of net profit has been allocated and transferred to the General Reserve, reflected under the Reserves and Surplus section of the Balance Sheet as of March 31, 2026.
Authorised Capital: Remainder unchanged during the year at 21,00,00,000 divided into 2,10,00,000 Equity Shares of 10 each.
The Company has adopted a Familiarization Programme for independent Directors to acquaint them with their roles, rights, and responsibilities. Details are available on the website at www.valenciaNutrition.com .
All Directors have submitted notices of interest in Form MBP-1 pursuant to Section 184(1), non-disqualification limitations in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013, and declarations of compliance with the Code of Conduct of the Company.
Mr. Manish Turakhia, Managing Director, and Mrs. Meghna Turakhia, Executive Director, are spouse to each other. None of the other Directors on the Board are related to each other.
The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel outlining their ethical responsibilities and regulatory accountabilities. The Code of Conduct is hosted on the Companys website at www.valenciaNutrition.com .
All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2026. A declaration to this effect signed by Mr. Jay Shah, Whole-Time Director & CFO, pursuant to Regulation 34(3) read with Schedule V Para D of the SEBI (LODR) Regulations, 2015, is annexed herewith as Annexure - F.
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
In accordance with Section 134(3)(i) of the Companies Act, 2013, the following material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year (March 31, 2026) and the date of this report:
DISCLOSURE BY PARTNERSHIP & SALE OF WHOLLY-OWNED SUBSIDIARY
Subsequent to the close of the financial year under review, the Board of Directors at its meeting held on April 23, 2026, approved the dissolution of M/s. Suryavathi Beverages (a 99% partnership firm). Upon takeover of its assets (valued at ?91,770,000/-), the Company entered into a Slump Sale Agreement dated April 23, 2026, to sell/transfer these assets as a going concern to its Wholly-Owned Subsidiary, Valencia Beverages & Supermarket Private Limited, for a total cash consideration of ?1.50 Crore.
SECOND FINANCIAL CONSERVATION & ALLOTMENT OF EQUITY SHARES
Subsequent to the closure of FY 2025-26, the Board of Directors at its meeting held on June 09, 2026, approved the second tranche conversion and allotted 15,20,000 equity shares of face value ?10/- each at an issue price of ?40/- per share (including a share premium of ?30/- per share) to an entity belonging to the Promoter Category on a preferential basis. The allotment was completed upon receipt of the balance 75% allotment money aggregating to ?46,56,00,000/- (in addition to the 25% initial subscription money of ?1,52,00,000/- received upfront).
LAPSE OF BALANCE DISTRIBUTION COMPETITIVE SHARES
Out of the total 50,00,000 preferential warrants allotted on January 28, 2025, and following the second tranche conversion, 23,90,000 convertible warrants remained outstanding. In accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the warrant holders were required to exercise their conversion option within the statutory timeline of 18 months from the date of allotment by paying the balance 75% consideration.
Upon the expiry of the prescribed 18-month exercise period, the option for conversion was not exercised for the remaining 23,90,000 warrants. Consequently, effective July 29, 2026, these 23,90,000 warrants started lapsed, and the 25% upfront application money received against them, aggregating to ?2,39,00,000/- (Rupees Two Crore Thirty-Nine Lakhs only), stands forfeited in full compliance with the SEBI (ICDR) Regulations, 2018.
PROFOSED SLIMP SALE OF UNREVERSED TIES TO SUBSIDIARIES
Subsequent to the end of the financial year (March 31, 2026), the Board of Directors, at its meeting held on September 03, 2026, approved a proposal for corporate business restructuring. Under this strategic initiative, the Company proposes to transfer five (5) distinct business undertakings on a going-concern basis via slump sale to dedicated existing/proposed subsidiary entities.
The implementation of these proposed transfers is entirely subject to the approval of the members by way of Special Resolutions at the ensuing 13th Annual General Meeting scheduled for September 29, 2026, statutory consents, and final incorporation/name approvals from the Ministry of Corporate Affairs (MCA) / Registrar of Companies (ROC):
Canned, Functional and Premium Beverage Undertaking: Proposed transfer to M/s. Valencia Can Beverages Private Limited (under incorporation; or such other name as may be approved by MCA/ROC) for an aggregate slump-sale share swap consideration of ?56,02,492/- (comprising 5,60,249 equity shares of ?10/- each at par aggregating to ?56,02,490/- plus cash adjustment of ?2/- and a separate IPR consideration of ?71,74,672/- (plus applicable GST of ?12,91,440/-).
Snacks, Bakery and Healthy Snacking Undertaking: Proposed transfer to M/s. Valencia Snacks and Healthy Bites Private Limited (under incorporation or such other name as may be approved by MCA/ROC) for an aggregate slump-sale share swap consideration of 1,29,45,415/- (comprising 12,94,541 equity shares of 10/- each at par aggregating to 1,29,45,410/- plus cash adjustment of 15/-) and a separate IPR consideration of 1,70,31,676/- (plus applicable CST of 430,65,702/-).
Automated Retail and Point-of-Sale Solutions Undertaking: Proposed transfer to M/s. Valencia POS Solutions Private Limited (under incorporation or such other name as may be approved by MCA/ROC) for an aggregate slump-sale share swap consideration of 1,05,73,599/- (comprising 10,57,359 equity shares of 10/- each at par aggregating to 1,05,73,599/- plus cash adjustment of 19/-) and a separate IPR consideration of 188,30,461/- (plus applicable CST of 115,89,484/-).
Nutraceuticals and Specialised Nutrition Undertaking: Proposed transfer to M/s. Valencia Nutraceuticals Services Private Limited (an existing 75% subsidiary) for an aggregate slump-sale share swap consideration of 191,57,113/- (comprising 9,15,711 equity shares of 10/- each at par aggregating to 191,57,110/- plus cash adjustment of 73/-) and a separate IPR consideration of 1,21,75,188/- (plus applicable CST of 121,91,534/-).
Consumer Products Undertaking: Proposed transfer to M/s. Valencia Consumer Products Private Limited (under incorporation or such other name as may be approved by MCA/ROC) for an aggregate slump-sale share swap consideration of 460,50,472/- (comprising 4,05,047 equity shares of 10/- each at par aggregating to 460,50,470/- plus cash adjustment of 12/-) and a separate IPR consideration of 131,23,006/- (plus applicable CST of 15,62,142/-).
The underlying valuation for the proposed transfers has been determined on an arms-length basis, supported by independent Valuation Reports dated August 31, 2026, issued by Registered Valuer CA Shyam P. Dave (Proprietor, M/s. S Dave & Associates; IBBI Reg No: IBBI/IV/07/2021/13850). Except for M/s. Valencia Nutraceuticals Services Private Limited which is an existing subsidiary, all other transferee entities are currently under incorporation and their name reservation and incorporation filings remain pending processing with the MCA/ROC. The execution of these transactions remains contingent upon securing member approval at the 13th AGM and requisite regulatory permissions pursuant to Sections 180(1)(a) and 188 of the Companies Act, 2013, and Regulations 23 and 37A of the SEBI (LODR) Regulations, 2015.
The Board of Directors at its meeting held on September 03, 2026, approved a proposal to alter the Main Object Clause (Clause III A) of the Memorandum of Association (MoA) of the Company to diversify its business operations into Agricultural/Food Science activities (including ingredient technologies and formulation) and Information Technology/Software services (including AI/ML and cloud solutions). The approval of the Members for this alteration is being sought at the ensuing Annual General Meeting scheduled for September 29, 2026.
Subsequent to March 31, 2026, the Board of Directors approved the incorporation of four (4) new wholly-owned subsidiaries to facilitate the proposed corporate restructuring, namely:
As on the date of this Report, for the four (4) newly proposed entities listed above, name reservation and incorporation filings are currently under process with the Central Registration Centre (CRC) / Registrar of Companies (ROC). Upon receipt of their respective Certificates of Incorporation from the MCA, these entities will formally become subsidiaries of the Company.
During the year under review, there was no change in the Registered Office of the Company.
The Board of Directors meets at regular intervals to deliberate on key matters concerning the operations, strategy, and overall governance of the Company. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, the Board of your Company met Nine (9) times. The details of the Board Meeting held and the participation of the Directors there are enumerated as below:
| S.R. No. DATE OF MEETING | DATE OF MEETING | DATE OF MEETING | DATE OF MEETEING | DATE OF MEETEING | DATE OF MEETEING | DATE OF METEING | DATE OF METEING | DATE OF METEING |
| 1 21.04.2025 | 8 | 8 | 8 | 100 | ||||
| 2 28.05.2025 | 8 | 8 | 8 | 100 | ||||
| 3 14.08.2025 | 8 | 8 | 8 | 100 | ||||
| 4 02.09.2025 | 8 | 8 | 8 | 100 | ||||
| 5 13.11.2025 | 8 | 8 | 8 | 100 | ||||
| 6 25.11.2025 | 8 | 8 | 8 | 100 | ||||
| 7 10.02.2026 | 8 | 8 | 8 | 100 | ||||
| 8 24.02.2026 | 8 | 8 | 8 | 100 | ||||
| 9 27.03.2026 | 8 | 8 | 8 | 100 |
The necessary quorum was present for all the meetings.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Agenda and notes of the meetings were circulated to the Directors.
The details of attendance of each Director at the Board Meetings are given below:
| SL NO. NAME OF THE BOARD MEMBER | NO. OF MEETINGS ENTERED TO ATTEND | NO. OF MEETINGS ATTENDED | % OF ATTENDANCE |
| 1. Mr. Stavan Ajmera | 9 | 9 | 100 |
| 2. Mr. Manish Turakhia | 9 | 9 | 100 |
| 3. Mr. Jay Shah | 9 | 9 | 100 |
| 4. Mr. Jaimin Patwa | 9 | 9 | 100 |
| 5. Mr. Eshanya Guptta | 9 | 9 | 100 |
| 6. Mr. Geet Shah | 9 | 9 | 100 |
| 7. Mr. Paresh Desai | 9 | 9 | 100 |
| 8. Mrs. Meghna Manish Turakhia | 9 | 9 | 100 |
During the year under review, the following General Meetings were held, the details of which are given as under:
| SL NO. TYPE OF GENERAL MEETING | DATE OF GENERAL MEETING |
| 1. Annual General Meeting | 27-09-2025 |
All Directors of the Company attended the 12th Annual General Meeting held on September 27, 2025, conducted in hybrid mode (physically at 3rd Floor, 309 C, Neelambh Business Park, Nathani Road, Vidvavihar (West), Mumbai - 400 086, and via Video Conferencing / Other Audio-Visual Means), except Mr. Eshanya Guptta and Mr. Geet Shah, who could not attend due to prior exigencies.
Composition and Meetings - As on March 31, 2026, the Audit Committee comprises three (3) Directors, including two (2) Independent Directors and one (1) Whole-Time Director. All members of the Committee possess sound knowledge of accounting, finance, and financial management. Mr. Jaimin Ajay Patwa, an Independent Director, acts as the Chairman of the Committee for all meetings held during the year.
The Audit Committee met seven (7) times during the financial year ended March 31, 2026.
DETAILS OF COMMITTEE MEETINGS
| SL NO. DATE OF MEETING | TOTAL NO. OF MEETINGS IN DATE OF MEETING | NO. OF MEETINGS ATTENDED | % OF ATTENDANCE |
| 1. 21.04.2025 | 3 | 3 | 100 |
| 2. 28.05.2025 | 3 | 3 | 100 |
| 3. 14.08.2025 | 3 | 3 | 100 |
| 4. 02.09.2025 | 3 | 3 | 100 |
| 5. 10.02.2026 | 3 | 3 | 100 |
| 6. 24.02.2026 | 3 | 3 | 100 |
| 7. 27.03.2026 | 3 | 3 | 100 |
ATTENDANCE OF COMMITTEE MEMBERS
| SL NO. NAME OF COMMITTEE | CATEGORY / DEDICATION | NO. OF MEETINGS ENTERED | NO. OF MEETINGS ATTENDED |
| 1 Mr. Jaimin Patwa | Chairman | 7 | 7 |
| 2 Mr. Jay Shah | Member (Whole-Time Director) | 7 | 7 |
| 3 Mr. Eshanya Guptta | Member (Independent Director) | 7 | 7 |
The Company Secretary acts as the Secretary to the Audit Committee.
TERMS OF REFERENCE
The Audit Committee operates in accordance with a comprehensive term of reference defined pursuant to Section 177 of the Companies Act, 2013, read with Regulation 18 and Part C of Schedule II of the SEBI (LODR) Regulations, 2015.
Key functions and duties of the Audit Committee include:
? Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
? Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;
? Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
? Reviewing, with the management, the annual financial statements and auditors report thereon before submission to our Board for approval, with particular reference to:
o Matters required to be included in the Directors Responsibility Statement, to be included in our Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;
o Changes, if any, in accounting policies and practices and reasons for the same;
o Major accounting entries involving estimates based on the exercise of judgment by management;
o Significant adjustments made in the financial statements arising out of audit findings;
o Compliance with listing and other legal requirements relating to financial statements;
o Disclosure of any related party transactions; and
Page 10: Core Skills, Expertise, and Competencies of the Board
In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, has identified the following core skills, expertise, and competencies required in the context of the business and sector of the Company for its effective functioning:
| Q1: M1 | SKILLS / EXPERTISE / COMPETENCIES |
| 1 | Leadership Qualities: Ability to provide strategic vision, drive organizational performance, and guide senior leadership. |
| 2 | Industry Knowledge and Experience: In-depth understanding of the sector, market trends, operating environment, and business dynamics. |
| 3 | Legal & Regulatory Governance: Understanding of relevant corporate laws, SEBI regulations, statutory compliance requirements, and corporate governance standards. |
| 4 | Financial Expertise: Proficiency in financial management, accounting practices, capital structure, budgeting, and financial reporting oversight. |
| 5 | Risk Management: Competence in identifying, evaluating, and mitigating strategic, operational, compliance, and financial risks. |
NATRE OF SKILLS / EXPERTISE / COMPETENCIES POSSESSED BY EXISTING DIRECTORS
The details of the specific core skills/competencies possessed by the Individual Directors as of March 31, 2026, are detailed below:
Risk Assessment & Human Resources
The Company has implemented a comprehensive Risk Management Policy to identify, evaluate, and mitigate key operational, financial, legal, and strategic risks associated with its business operations. The Board of Directors and the Audit Committee periodically review the risk management framework and internal control systems to ensure that effective risk mitigation strategies are in place.
Continuous process improvements, operational controls, and employee training programs are conducted to minimize business disruptions and safeguard the assets of the Company.
In the opinion of the Board, as of the date of this Report, there are no elements of risk that could threaten the going-concern status or the overall existence of the Company.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and adopted a comprehensive Policy on Determination of Materiality of Events and Information. This policy outlines the criteria for identifying reportable events, specifying that events listed under Para A of Part A of Schedule III of the said Regulations are deemed material and shall be mandatorily disclosed to the Stock Exchange, while events under Para B shall be disclosed subject to the application of the materiality guidelines.
The Policy is accessible on the Companys website at www.valenciannutrition.com under the Investor Relations section, and the Company confirms full compliance with its provisions during the financial year under review.
At Valencia Nutrition Limited, we have always believed that our people are our greatest asset, and our corporate success is built upon maintaining positive, productive relationships with our team. Over the past year, the Company has invested significant energy and efforts into revamping its Human Resources (HR) systems, fostering a culture anchored in clear communication, active engagement, and mutual trust. As of March 31, 2026, the Company had a total of 75 permanent employees on its rolls.
Particulars of Employees (Rules 5(2) & 5(3)): In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the statutory limits prescribed thereunder is available for inspection. This inspection can be carried out at the Registered Office of the Company during business hours. Any member interested in obtaining a copy of the statement may write to the Company, and the same will be furnished upon request.
Exclusion from Report (Section 136): In line with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforementioned employee particulars statement.
Remuneration Ratio Disclosures (Rule 5(1)): Disclosures relating to the ratio of the remuneration of each Director to the median remuneration of the employees, and other related details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-B, which forms an integral part of this Boards Report.
During the financial year ended March 31, 2026, the Company expanded its corporate structure and business operations by establishing three (3) subsidiary companies:
VALENCIA CEILO LIBRE BEVERAGES, S.L.
? Status: Wholly-Owned Subsidiary (WOS).
? Country of Incorporation: Spain.
? Date of Incorporation: May 29, 2025.
? Share Capital: 3,000 Euros divided into 3,000 equity shares of 1 Euro each (100% held by the Company).
? Nature of Business: Manufacturing, trading, import/export, packaging, and distribution of beverages, confectionery, bakery products, personal care, and FMCG products.
VALENCIA BEVERAGES & SUBSIDIARY OPERATIVE LIMITED (WOS).
? Status as on March 31, 2026: Wholly-Owned Subsidiary (WOS).
? CIN: U1101TS2025PTC2020G9.
? Date of Incorporation: June 24, 2025 (incorporated upon conversion from M/s. Zion Beverages, a partnership firm).
? Nature of Business: Manufacturing, distribution, and trading of a diverse range of beverages.
? Subsequent Event / Post-Balance Sheet Update: Subsequent to the close of FY 2025-26, VBSWPL issued 30,000 fresh equity shares on a preferential basis on June 4, 2026. Consequently, the Companys equity holding diluted from 100% to approximately 75%. Thus, VBSWPL ceased to be a Wholly-Owned Subsidiary but continues to remain a Subsidiary Company.
VALENCIA METRACARE LIFESTRESSES PRIVATE LIMITED
? Status: Subsidiary Company (75% equity shareholding held by the Company).
? CIN: U47910MH2026PTC468871.
? Date of Incorporation: February 26, 2026.
? Share Capital: Authorized and Paid-up Capital of 1,00,000/- divided into 10,000 equity shares of 10/- each.
? Nature of Business: Research, development, manufacturing, marketing, and sale of nutraceuticals, dietary supplements, and functional foods.
VER VALUE FORMATION
? Status: Section 8 Subsidiary Company (Limited by Guarantee)
? CIN: U56290MH2026NPL469124
The Company has established robust internal frameworks to ensure the effective delivery of statutory benefits including paid maternity leave, nursing breaks, and creative facilities, if required, thereby fostering a safe, equitable, and progressive workplace for its female workforce.
Pursuant to Section 89 of the Companies Act, 2013, read with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company had designated Ms. Nishi Jain, Company Secretary & Compliance Officer, and in her absence, Mr. Jay Shah, Chief Financial Officer, as the Designated Person responsible for furnishing information and extending necessary cooperation to the Registrar of Companies (ROC) regarding beneficial interest in the shares of the Company.
The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy.
Pursuant to the provisions of Section 134(3)(ca) of the Companies Act, 2013, the Statutory Auditors of the Company have confirmed that they have not detected or reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act during the financial year under review.
The Company has timely filed its half-yearly returns in MSME Form I with the Ministry of Corporate Affairs (MCA) within the prescribed timelines for the financial year under review. Due to registered Micro and Small Enterprises (MSEs) are monitored to ensure settlement in compliance with the provisions of the MSMED Act, 2006.
During the Financial Year 2025-26, no applications were made and no proceedings were initiated / pending under the Company under the Insolvency and Bankruptcy Code, 2016 (IBC), by any financial and / or operational creditors. Furthermore, as of the date of this Report, no such applications or proceedings are pending against the Company under the said Code.
During the year, the Company took loans from NBFCs but did not enter into any One-Time Settlement (OTS) with any bank or financial institution. Therefore, the disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report, providing a comprehensive review of the Companys operational performance, industry trends, and future outlook, forms an integral part of this Annual Report and is presented in separate section.
Pursuant to the provisions of Regulation 34(3) read with Clause (10)(i) of Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from, Ms. Krupa Joslar & Associates, Practicing Company Secretaries (CP No. 15263), confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any such statutory authority.
The said Certificate is annexed herewith as Annexure-E and forms an integral part of this Report.
Pursuant to Regulation 46 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company maintained a fully functional and updated website at www.valencianutrition.com containing comprehensive information regarding its business operations and corporate profile.
In compliance with statutory mandates, the website hosts vital information for the benefit of all stakeholders, including but not limited to corporate policies, financial statements, annual reports, shareholding patterns, and material announcements. Furthermore, the contact details of the designated officials responsible for assisting and handling investor grievances are prominently displayed on the website to ensure effective stakeholder communication.
As on date of this Report, no Director (except as mentioned below) holds any equity shares or convertible instruments, if any, in the Company:
| NO. NAME OF THE DIRECTOR | FTM SECRETARY | MTAL | PERCENTAGE OF SHAREHOLDING |
| 1. Mr. Manish Turakhia, Managing Director (Executive) | 79,067,733 (Equity) | 39.85% | |
| 2. Mr. Stavan Ajmera, Non-Executive Director | 2,600 (Equity) | 0.01% | |
| 3. Mr. Jay Shah, Whole-Time Director (Executive) | 2,07,800 (Equity) | 1.05% | |
| 4. Mrs. Meghna Turakhia Whole-Time Director (Executive) | 60,000 (Equity) | 0.30% |
2023-24 11th Thursday, 11:00 Held through Video-Conference/Other Audio-Visual Means (VC/OAVM) [Deemed Venue: Registered Office of the Company]
? Alteration of the main Object Clause of the Memorandum of Association (MoA) of the Company
? Alteration of the Article of Association of the company.
? To Consider and approve the issue of Convertible Warrants on a Preferential basis.
? To Consider and Approve Issue of Equity Shares on Preferential Basis.
? Appointment of Mrs. Meghna Turakhia (DIN: 07109963) as an Executive Director (ED) of the company.
? Appointment/Re-appointment of Ms. Prabhha Shankaran (DIN: 07906258) as a Whole-Time Director (WTD) of the Company.
? Approval for re-designation and appointment of Mr. Manish Turakhia (DIN: 02265579) as the Managing Director of the Company.
? Appointment of Mr. Paresh Desai (DIN: 07412510) as a Non-Executive and Non-Independent Director.
? Appointment of Mr. Geet Shah (DIN: 08532430) as an Independent Director of the Company.
The high/low of the market price of the shares of the Company is as follows:
NORTH April-2025
Transfer of shares in electronic form are processed and approved by NSDL/CDSL through their Depository Participant(s), without involvement of the Company.
Nominal Value of Shares: Rs. 10
| CATEGORY (SHARES) | SHAREHOLDERS NUMBER | SHAREHOLDERS % | SHARES - AMOUNT | SHARES - % |
| 1-5000 | 1 | 0.3460 | 4270 | 0.0025 |
| 5001-10000 | 1 | 0.3460 | 9000 | 0.0052 |
| 10001-20000 | 28 | 9.6886 | 418000 | 0.2426 |
| 20001-30000 | 91 | 31.4879 | 2726000 | 1.5821 |
| 30001-40000 | 3 | 1.0381 | 115500 | 0.0670 |
| 40001-50000 | 10 | 3.4602 | 450000 | 0.2612 |
| 50001-100000 | 61 | 21.1073 | 4517000 | 2.6215 |
| 100001-999999999999 | 94 | 32.5260 | 164063640 | 95.2179 |
| 9 | ||||
| Total | 289 | 100.00 | 172303410 * | 100.00 |
DEMATERIALIZATION OF SHARES
The Companys shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as on March 31, 2026, held in dematerialized and physical form are as under:
| PARTICULARS | NO. OF SHARES | PERCENTAGE (%) |
| NSDL | 3472710 | 20.15 |
| CDSL | 13757631 | 79.85 |
| Physical | 0 | 0.00 |
SHARE TRANSFER SYSTEM
Nominal Value of Shares: Rs. 10
Total 17230341* 100
? Note: As Share Capital Discrepancy (MCA vs. BSE): As of March 31, 2026, the MCA paid-up capital stands at ?18,32,02,410 (1,83,20,341 shares), whereas BSE records reflect ?17,23,03,410 (1,72,30,341 shares). This difference of 20,00,000 equity shares pertains to preferential warrant conversions allotted on February 10, 2026, following Share Exchange listing approval on April 16, 2026; the exact count/EFTA records stand updated in the quarter ended June 30, 2026.
COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF THE LISTING REGULATIONS
The Company has complied with all mandatory requirements of the Listing Regulations and has not adopted any non-mandatory requirements that do not apply to the Company.
OUTSTANDING GDRS / ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY
GDRs / ADRs: The Company has not issued any Global Depository Receipts (GDRs) or American Depository Receipts (ADRs).
Convertible Warrants (Preferential Issue of 50,00,000 Warrants on January 28, 2025):
? First Tranche Conversion (FY 2025-26): On February 10, 2026, the Board of Directors approved the allotment of 10,90,000 Equity Shares of face value ?10/- each at an issue price of ?40/- per share (including a premium of ?30/-) upon conversion of an equivalent number of warrants, following the receipt of the balance 75% allotment money amounting to ?3.27 Crore.
? Second Tranche Conversion (Subsequent Event): On June 09, 2026, the Board approved the second tranche conversion and allotted 15,20,000 Equity Shares of face value ?10/- each at an issue price of ?40/- per share (including a premium of ?30/-) upon receipt of the balance 75% allotment money amounting to ?4.56 Crore.
? Lapse / Forfeiture of Unexercised Warrants: Out of the total 50,00,000 warrants issued, the option for conversion was not exercised for the remaining 23,90,000 warrants within the statutory timeline of 18 months from the date of allotment. Consequently, effective July 29, 2026, these 23,90,000 warrants stand lapsed, and the 25% upfront application money received against them, aggregating to ?2,39,00,000/- (Rupees Two Crore Thirty-Nine Lakhs only), stands forfeited in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
? Impact on Capital Structure: As of the date of this report, there are nil outstanding GDRs, ADRs, Warrants, or other convertible instruments pending conversion into Equity Shares.
FEES PAID TO STATUTORY AUDITOR
Details of fees paid to the Statutory Auditor for the services rendered by them to the Company and its subsidiaries, are provided in the notes to accounts forming part of the financial statements which in turn form part of this Integrated Annual Report.
REGISTERED OFFICE
Add: 601A, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai- 400 086 Tel: +91 9326116752 CIN: L51909MH2013PLC381314 Website: http://www.valencianutrition.com Email: compliance@valencianutrition.com
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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