Valencia Nutrition Ltd

Subsidiary incorporation and ownership

• Valencia Can Beverages Private Limited incorporated as subsidiary on September 29, 2026.
• Valencia holds 75% of paid-up capital; promoter Manish Turakhia holds 25%.
• Initial subscription: 7,500 equity shares at Rs 10 each (Rs 75,000).
• Authorized capital Rs 1,00,000; paid-up capital Rs 1,00,000.
• Subsidiary's business: manufacturing, packaging and distribution of beverages, including R&D and branding.
• Regulatory approvals: not applicable.
• Related party status: subsidiary qualifies as related party; promoter holds 25%.

AGM details

• Date and time: 29 September 2026, 11:30 IST.
• Mode: Hybrid (in-person and VC/OAVM).
• Concluded: 2:30 PM IST.
• Remote e-voting: 26 Sep 2026 9:00 AM to 28 Sep 2026 5:00 PM.
• Member voting cut-off: 22 Sep 2026.
• Proxies allowed for in-person attendees; not for VC attendees.

Key resolutions

• Adopt Audited Standalone Financial Statements for FY2026 (Ordinary).
• Adopt Audited Consolidated Financial Statements for FY2026 (Ordinary).
• Re-appoint Meghna Turakhia by rotation (Ordinary).
• Appoint Ashish Kamdar as Executive Director; remuneration approved (Special).
• Appoint Hiren Jain as Non-Executive Director (Ordinary).
• Alter MOA Object Clause (Special).
• Slump sale to Valencia Can Beverages Private Limited (Special).
• Slump sale to Valencia Snacks and Healthy Bites Private Limited (Special).
• Slump sale to Valencia POS Solutions Private Limited (Special).
• Slump sale to Valencia Nutracare Lifesciences Private Limited (Special).
• Slump sale to Valencia Consumer Products Private Limited (Special).
• Material related party transactions: Manish Turakhia, the Company and Subsidiaries (Ordinary).
• Material related party transactions: Valencia Nutrition Limited and Subsidiaries (Ordinary).
• Material related party transactions: Valencia Nutracare Lifesciences and other subsidiaries (Ordinary).
• Material related party transactions: Valencia Can Beverages and other subsidiaries (Ordinary).
• Material related party transactions: Valencia POS Solutions and other subsidiaries (Ordinary).
• Material related party transactions: Valencia Snacks & Health Bite Private Limited and subsidiaries (Ordinary).

Voting status

• Voting results not disclosed in this filing; to be submitted within 48 hours.

Director changes

• Meghna Turakhia: retirement by rotation and reappointment.
• Ashish Kamdar: appointed Executive Director; remuneration approved.
• Hiren Jain: appointed Non-Executive Director.

Auditors

• No new statutory or secretarial auditor appointments disclosed.

Material RPTs

• RPTs between Manish Turakhia, Valencia Nutrition, and subsidiaries.
• RPTs between Valencia Nutrition Limited and subsidiaries.
• RPTs between Valencia Nutracare Lifesciences and other subsidiaries.
• RPTs between Valencia Can Beverages and other subsidiaries.
• RPTs between Valencia POS Solutions and other subsidiaries.
• RPTs between Valencia Snacks and Health Bite Private Limited and subsidiaries.

Insider share changes

• Disposal of 18,000 Valencia Nutrition shares by Mr. Jay Jatin Shah (WTD & CFO) on 28 Sept 2026.
• Acquisition of 3,000 Valencia Nutrition shares by Mr. Ashish Narendra Kamdar (Additional Director) on 28 Sept 2026.
• Acquisition of 15,000 Valencia Nutrition shares by Mrs. Lajja Kamdar (wife of Additional Director) on 28 Sept 2026.

Valencia Nutrition Ltd: Trading window closed from Oct 01, 2026 for the half-year ended Sep 30, 2026; will reopen 48 hours after the declaration and dissemination of the un-audited standalone and consolidated financial results.

Subsidiaries and ownership

• Three new subsidiaries incorporated: Valencia POS Solutions; Valencia Consumer Products; Valencia Snacks & Healthy Bites.
• Dates of incorporation: POS on Sept 26, 2026; Consumer Products and Snacks on Sept 25, 2026.
• Valencia Nutrition holds 75% paid-up capital in each subsidiary (7,500 of 10,000 shares).
• Promoter Manish Turakhia owns 25% equity in each subsidiary; related party status.
• POS Solutions business: automated retail, vending, IoT software platforms.
• Consumer Products business: manufacturing and distribution of FMCG consumer goods.
• Snacks & Healthy Bites business: food processing, manufacturing, marketing, distribution of snacks and wellness products.
• Not applicable: regulatory approvals not required; completion timeline not applicable.
• Company is subscriber to MOA; holds 7,500 shares in each subsidiary.

Appointment Details

• Ms. Nishi Jain resigned as Company Secretary and Compliance Officer.
• Ms. Nidhi Kothari appointed as Company Secretary and Compliance Officer, effective 25 September 2026.
• Nidhi Kothari is a qualified CS and Advocate with experience at RIL, Quantify Capital, and Chase Bright Steel.
• No relationships with directors or promoters disclosed.
• Designated as Key Managerial Personnel (KMP) and authorized as Compliance Officer.
• Effective date of appointment is 25 September 2026.

Subsidiary formation

• Certificate of formation received for Valencia Nutrition Gulf Trading - FZCO in Dubai.
• Wholly owned subsidiary; Valencia Nutrition Limited holds 100% of issued share capital.
• Authorized capital AED 100,000; issued and paid-up capital AED 100,000.

Ownership, funding, governance

• 100% cash subscription by Valencia Nutrition Limited to the WOS.
• Valencia Nutrition Limited holds 10,000 ordinary shares (AED 10 each), total AED 100,000.
• 100% ownership and voting rights in the subsidiary.
• Related party status under Companies Act 2013 due to 100% ownership.
• Appointed officers: MD Manish Turakhia; managers Darshan Vagrecha and Shahid Valappil.
• Governing framework: DIEZA Implementing Regulations 2023.
• Date of incorporation: September 11, 2026; objective: expand UAE and international markets.

Director changes

• Ashish Kamdar appointed Additional Director (Executive) effective Sept 3, 2026, liable to retire by rotation; awaiting member approval.
• Hiren Jain appointed Additional Director (Non-Executive) effective Sept 3, 2026, liable to retire by rotation; awaiting member approval.
• Meghana Turakhia (DIN:07109963), Director, re-appointment; profile not disclosed.
• Paresh Desai resigned as Non-Executive Director effective Sept 3, 2026.

MoA and governance changes

• Alteration of Main Objects Clause of MoA to include agriculture and AI/IT services; subject to member approval.

Price movement clarification

• No pending or undisclosed price-sensitive information; price movement is market-driven.