Valencia India Ltd

Valencia India Limited — Closure of Trading Window from Thursday, 01.10.2026 till 48 hours after the announcement of unaudited financial results for the six months ended 30.09.2026

Financial highlights

• Revenue from operations: Rs 892.98 lakh; total income Rs 895.88 lakh.
• EBITDA: Rs 455.38 lakh; EBITDA margin about 51% of revenue.
• PAT: Rs 219.86 lakh; EPS Rs 1.84.
• Turnover rose from Rs 767.73 lakh to Rs 895.88 lakh.
• IPO raised ₹48.95 crore; listed on BSE SME from 3-Jul-2025.
• Dividends not declared for FY2025-26.
• Reserves ₹4,352.97 lakh; shareholders' funds ₹5,652.93 lakh.
• CWIP stood at ₹2,682.89 lakh at year-end.

Capital structure & IPO

• Authorized capital ₹13.50 crore; issued/subscribed paid-up capital ₹12.99 crore.
• Outstanding equity shares end-March 2026: 12,999,600; post-IPO increase.
• IPO: 3,999,600 new shares; OFS 450,000; total 4,449,600 at ₹110.
• Promoter holdings: Keyur Patel 23.08%, HUF 23.08%; combined 46.16%.

Debt and liquidity

• Long-term borrowings ₹791.30 lakh; short-term borrowings ₹420.72 lakh.
• Finance costs ₹93.24 lakh.
• Total debt-to-equity improved to 0.21 post-IPO.
• Net cash from financing activities ₹4,819.04 lakh; year-end cash ₹89.14 lakh.

Operations and business

• Hospitality is core; company diversified into real estate, construction, FMCG trading.
• Primary segments: Clubs, Hotels, Restaurants; geography: India.
• Business is seasonal; not dependent on a single supplier or customer.

Governance and controls

• Auditors changed: Panchal S K & Associates appointed Feb 23, 2026; five-year term.
• Secretarial auditor: Sonu Jain & Co; Annexure IV disclosed.
• Audit Committee comprises Amita Pragada (Chair), Bhuvnesh Kumar, Prakash Mahida; six meetings.
• Independent directors provided declarations; annual board evaluation conducted.
• Auditor's report notes no material going-concern uncertainty.

Risks and outlook

• Regulatory and macroeconomic changes could affect results.
• Key risks include staff retention and technology adaptation.
• Seasonality and competition are ongoing challenges.
• CSR not applicable; no CSR committee.

AGM Details

• Board met on 03 Sep 2026, 03:30–04:10 PM, at the registered office.
• 9th AGM scheduled for 30 Sep 2026 at 2:30 PM IST via VC/OAVM.
• Mode: VC/OAVM; notice entitlement cut-off: 28 Aug 2026.
• E-voting window: 27–29 Sep 2026; record date: 23 Sep 2026.
• Voting results expected within two working days after AGM.

Key Resolutions

• Adopt Audited Financial Statements for FY2026 with Directors' and Auditor's Reports.
• Re-appoint statutory auditors M/s Panchal S K & Associates for 2026–31; remuneration mutually agreed.
• Appoint Prakash Deepakbhai Mahida as Director; retires by rotation; eligible for reappointment.
• Authorize directors/KMPs to file documents to give effect to resolutions.

Voting Results

• Outcome: Pending; final results to be announced post-AGM.

Dividend

• No dividend proposed or declared.

Directors

• Prakash Deepakbhai Mahida to be re-appointed as Director; retires by rotation.

Auditors & Scrutinizer

• Statutory Auditor proposed: M/s Panchal S K & Associates for 2026–31.
• Scrutinizer appointed: Sonu Jain, Company Secretary.

Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No other material approvals disclosed.

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.

Meeting Details

• Board meeting scheduled for Thursday, May 28, 2026.

Key Agenda Items

• Approve audited financial results for six months and year ended March 31, 2026.
• Consider the independent audit report for the same period.
• Approve appointment of Mr. Prashant H. Patel as internal auditor for FY 2026-2027.

Other Notes

• The company is Valencia India Limited, formerly Valencia India Private Limited.

EGM Purpose & Resolution

• Ordinary resolution to appoint M/s Panchal S K & Associates as Statutory Auditors to fill casual vacancy.
• Appointment effective from EGM date until the ensuing AGM for audit of FY ending March 31, 2026.
• Remuneration fixed by the Board in consultation with auditors; actual expenses reimbursed.

Auditor Details & Rationale

• Appointment follows resignation of previous auditor M/s Doshi Doshi & Co. due to inability to continue.
• M/s Panchal S K & Associates established in 2012, experienced in audit, taxation, NBFC, and IPO advisory.

Governance & Impact

• No promoter or director interest involved except shareholding; no related party transactions.
• No changes to shareholding, control, or board/management reported.
• Voting outcome not disclosed; resolution recommended by the Board.