The Directors take pleasure in presenting their 12^th (twelfth) Annual Report on the
Business and Operations of the Company and the accounts for the Financial Year ended
March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31,
2025, and the previous financial year ended March 31, 2024 is given below:

FINANCIAL PERFORMANCE:

During the financial year under review, the Company recorded a total revenue of Rs.
912.01 lakhs, a significant increase compared to Rs. 164.79 lakhs in the previous financial
year. The Company also achieved a turnaround in profitability, reporting a profit of Rs.
107.41 lakhs, as against a loss of Rs. 138.47 lakhs in the corresponding previous year.

During the year under review, the beverages processing industry showed good traction
in the domestic market.

With the conclusion of the Rights issue in April 23, 2024 funds availability eased and
simultaneously buoyant demand in the domestic market in the first quarter of the
financial year, the Company is expecting sufficient sales growth in the next year. Domestic
market is expected to move at a steady pace and some institutional orders are expected
in the upcoming quarter of FY: 2025-26 and beyond.

Your Company aims to provide services that adhere to the highest degree of reliability;
health, safety, and environmental compatibility and provide complete satisfaction by
addressing all requirements of our customers for a high-quality “products”. We have
evolved with time to ensure the best-in-class services to our customers.

2. DIVIDEND:

The Directors of the company did not propose any dividends for the Financial Year ending
March 31, 2025.

3. TRANSFER TO RESERVE:

The Company has not transferred any amount to Reserves during the year.

4. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education &
Protection Fund (IEPF].

5. STATE OF AFFAIRS OF THE COMPANY:

The Company is taking effective steps to improve the performance of the Company
through growth in revenue, managing cost etc.

The Company is exploring opportunities to expand its business operations in South India,
aiming to capitalize on the attractive growth prospects available in the region. As part of
this strategy, the Company received a business proposal from Zion Beverages, a well-
established firm in the industry. After conducting a thorough analysis, the Board of
Directors, at their meeting held on November 28, 2024, approved the proposal to acquire
a 50% stake in Zion Beverages. Subsequently vide Board resolution date February 13,
2025, an additional 49% stake was acquired, thereby strengthening the Company's
strategic position and ownership in the Firm.

To further capitalize on this investment and support long-term strategic goals, the firm
got converted to Valencia Beverages & Superwater Private Limited on June 24, 2025,
wherein the Company will hold a 99% equity stake the Company.

In addition, while assessing further opportunities in South India, the Company identified
a promising investment in Suryavathi Beverages—a reputed partnership firm engaged in
the manufacturing and trading of carbonated soft drinks and fruit-based beverages, with
an established market presence and industry-specific expertise. Recognizing the strategic
fit, the Board of Directors approved the acquisition of a 100% stake in Suryavathi
Beverages during its meetings held on December 12, 2024, and February 8, 2025.

Information on the operations and financial performance, among others for the period
under review, is given in the Management Discussion and Analysis Report which is
annexed to this Report and is in accordance with the SEBI (Listing Obligation and
Disclosure Requirements] Regulations, 2015.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY. BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
THIS REPORT:

There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this Report.

7. SHARE CAPITAL.

During the year under review, the Authorised Share Capital of the Company was increased
from Rs. 14,20,00,000 (1,42,00,000 equity shares of Rs. 10 each] to Rs. 25,00,00,000
(2,50,00,000 equity shares of Rs. 10 each], pursuant to the approval of the members at
the Annual General Meeting held on 30^th September 2024. Consequently, Clause V of the
Memorandum of Association of the Company was duly altered to reflect this increase.

During the year, the following capital-raising activities were undertaken:

The Board of Directors, in their meeting held on 23^rd April 2024, approved the allotment
of 83,77,500 equity shares of face value Rs. 10 each at a price of Rs. 26 per share (including
a premium of Rs. 16 per share], aggregating to Rs. 21,78,15,000 (Rupees Twenty-One
Crore Seventy-Eight Lakh Fifteen Thousand only] through a rights issue.

Post right issue, the Issued, Subscribed and Paid-Up Share Capital of the Company
beginning of the financial year, stood at Rs. 13,96,28,410, divided into 1,39,62,841 equity
shares of Rs. 10 each.

Further, in accordance with a resolution passed at the Board Meeting held on 28^th January
2025 and previously approved by Members in their meeting held on September 30, 2024,
the Company made a preferential allotment of -

a. 30,17,500 equity shares of face value Rs. 10 each (Rupees ten each] at a price of
Rs. 40 (Rupees forty] per share (including a premium of Rs. 30 per share],
aggregating to Rs. 12,07,00,000 ( Rupees Twelve Crore and Seven Lakh only], in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI
regulations.

b. 50,00,000 convertible warrants to Mr. Manish Pravinchandra Turakhia, Promoter
of the Company. Each warrant is convertible into one fully paid-up equity share of
Rs. 10 (Rupees ten] each, issued at a price of Rs. 40 (Rupees forty] per warrant
(including a premium of Rs. 30], aggregating up to Rs. 20,00,00,000 (Rupees
Twenty Crore only]. The warrants were allotted for cash, in accordance with
applicable statutory provisions.

The Members of the Company in the Extra-Ordinary General Meeting (EGM] held on
March 10, 2025 has approved issue of 2,50,000 (Two lakh fifty thousand only] Equity
Shares of Rs. 10 (Rupees Ten only] only at a price of Rs. 54 (Rupees Fifty-Four only]
including Rs. 44/- (Rupees Forty-Four only] towards premium, aggregating to Rs. 1,
35,00,000 (Rupees One Crore Thirty-Five Lakh only]. The In-principal approval for the
same is pending from the Recognised Stock Exchange (BSE] where the shares to be issued
are proposed to be listed.

As a result of the above transactions, the Authorised Share Capital of the Company as on
31^st March 2025 stood at Rs. 25,00,00,000, divided into 2,50,00,000 equity shares of Rs.
10 each, and the Issued, Subscribed and Paid-Up Share Capital stood at Rs. 16,98,03,410,
divided into 1,69,80,341 equity shares of Rs. 10 each.

8. COST RECORDS:

The Company is not required to maintain cost records as per the provisions of Section
148(1] of the Companies Act, 2013 (“the Act”).

9. SHIFTING OF REGISTERED OFFICE:

During the year, the company has not shifted its registered office.

10. RE-CLASSIFICATION OF PROMOTERS:

Ms. Deepthi Anand (DIN: 05246641) resigned as Managing Director with effect from
January 31, 2021. Subsequently, based on a request letter-cum-undertaking received
from Ms. Deepthi Anand on November 24, 2023, the Board of Directors, at its meeting
held on December 12, 2023, approved her reclassification from the Promoter/Promoter
Group category to the Public category, in accordance with Regulation 31A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company subsequently received approval for the said reclassification from BSE, as
per its letter dated January 20, 2025, which was delivered via courier on January 25,

2025. Accordingly, the shareholding of Ms. Deepthi Anand has been reclassified from the
Promoter/Promoter Group category to the Public category.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a] Composition & Constitution of Board of Directors:

i. Pursuant to the recommendation of the Nomination & Remuneration Committee
(NRC), the Board at its meeting held on September 02, 2024 approved the
appointment of Mrs. Meghna Turakhia (DIN: 07109963], as an Executive Director of
the Company, liable to retire by rotation and subsequently the members approved
the same in their meeting held on September 30, 2024.

ii. The Board of Directors in their meeting held on November 13, 2024 has taken note
of resignation of Ms. Prabha Shankaran (DIN: 07906258] from the position of
Whole-Time Director and Key Managerial Personnel (KMP) due to other
commitments and pre-occupations with effect from the closing of business hours of
September 30, 2024.

iii. The Board, pursuant to recommendation of Nomination and Remuneration
Committee, has approved the re-appointment of Mr. Jay Shah (DIN: 09072405], as
a Whole Time Director (Executive Director] of the Company in their meeting held
on September 02, 2025, liable to retire by rotation for a period of 3 (three] years
effective from August 28, 2026. The Board has recommended his re-appointment
as Whole Time Director of the Company, liable to retire by rotation, at the
upcoming annual general meeting.

iv. The Board, pursuant to recommendation of Nomination and Remuneration
Committee, has approved the re-appointment of Mr. Manish Turakhia (DIN:
02265579], as a Managing Director (Executive Director) of the Company in their
meeting held on September 02, 2025, not liable to retire by rotation for a period
of 3 (three) years effective from September 01, 2026, The Board has
recommended his re-appointment as Managing Director of the Company, liable
to retire by rotation, at the upcoming annual general meeting.

v. The Board, pursuant to recommendation of Nomination and Remuneration
Committee (NRC), has approved the re-appointment of Mr. Jaimin Ajay Patwa
(DIN: 08613495) as an Independent Director in their meeting held on September
02, 2025 for a second term of five years commencing from May 10, 2025 till May
09, 2030 (both days inclusive),

vi. The Board, pursuant to recommendation of Nomination and Remuneration
Committee (NRC), has approved reappointment of Mr. Eshanya Guppta (DIN:
01727743) as an Independent Director in their meeting held on September 2,
2025 for a second term of five years commencing from May 30, 2026 till May 29
2031 (both days inclusive),

The Board of Directors as on the date of this Report comprises of following Directors:

*Mrs. Meghna Turakhia appointed as an Executive Director w.e.f. September 30, 2024.
b) Composition & Constitution of Key Managerial Personnel:

As on the date of this Report, the following are the KMPs of the Company:

i. Committees of the Board of Directors

The Board as on the date of this Report has three Committees of Board of Directors
consisting of the following members:

a. Audit Committee

- Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director

- Mr. Eshanya Gupta -Member, Non-Executive Independent Director

- Mr. Jay Shah -Member, Whole-time Director & CFO

b. Nomination and Remuneration Committee

- Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director

- Mr. Eshanya Gupta -Member, Non-Executive Independent Director

- Mr. Stavan Ajmera -Member, Non-Executive Director

c. Stakeholder's Relationship Committee

- Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director

- Mr. Manish Turakhia -Member, Managing Director (Executive]

- Mr. Stavan Ajmera -Member, Non-Executive Director

ii. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of
independence as provided in sub- section (6] of Section 149 of the Companies Act, 2013.
An Independent Director shall hold office for a term up to five consecutive years on the
Board of a Company, but shall not be eligible for re-appointment for the next five years by
passing of a special resolution by the Company.

As on date of this Report, Mr. Eshanya Guppta, Mr. Jaimin Patwa and Mr. Geet Shah are the
Independent Directors of the Company.

The Board opines that all the Independent Directors on the Board possess integrity,
necessary expertise and experience for performing their functions diligent.

Familiarization Programme for Independent Directors: The Company has an
orientation programme upon induction of new Directors as well as other initiatives to
update Directors on a continuous basis. The details of the familiarization programme of
independent directors are available on the Company's website at
www.valencianutrition.com.

iii. Retirement hv Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Paresh Desai (DIN: 07412510] as a Non Executive
Director of the Company, retires by rotation and offers himself for re-appointment.

The brief profile of Mr. Paresh Desai (DIN: 07412510], the nature of his expertise in
specific functional areas, names of the companies in which he has held Directorships, his
shareholding etc. are furnished in the notice of the ensuing Annual General Meeting.

12. MEETINGS:

During the year under review, the Board of your Company met Eleven (11] times. The
details of the Board Meeting held and the participation of the Directors thereat are
enumerated as below:

The details of Board Meetings held from April 01, 2024 to March 31, 2025 and attendance
of each Director thereat is as follows:

13. AUDIT COMMITTEE:

As on the date of this Report, Mr. Jaimin Patwa, Mr. Eshanya Guppta and Mr. Jay Shah are
the members of the Committee. Mr. Jaimin Patwa was appointed as the Chairman for all
the meetings held during the year.

The Audit Committee met ten (10] times during the financial year ended March 31, 2025.

The details of Audit Committee Meetings held from April 01, 2024, to March 31, 2025, and
attendance of each Director thereat is as follows:

The Committee is governed by a term of reference, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are:

1. Oversight of the Company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors
of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to our Board for approval, with particular reference to:

5. Matters required to be included in the Director’s Responsibility Statement, to be
included in our Board’s report in terms of clause (c] of sub-section 3 of section 134 of the
Companies Act;

6. Changes, if any, in accounting policies and practices and reasons for the same;

7. Major accounting entries involving estimates based on the exercise of judgment by
management;

8. Significant adjustments made in the financial statements arising out of audit findings;

9. Compliance with listing and other legal requirements relating to financial statements;

10. Disclosure of any related party transactions; and

11. Qualifications in the draft audit report.

12. Reviewing, with the management, the quarterly financial statements before
submission to our Board for approval;

13. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.], the statement of funds
utilized for purposes other than those stated in the offer document / prospectus / notice
and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights issue, and making appropriate recommendations to our Board to take
up steps in this matter;

14. Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

15. Approval of any subsequent modification of transactions of our Company with related
parties;

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of our Company, wherever it is necessary;

18. Evaluation of internal financial controls and risk management systems;

19. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems

20. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

21. Discussion with internal auditors of any significant findings and follow up thereon;

22. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to our Board;

23. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post- audit discussion to ascertain any area of concern;

24. Looking into the reasons for substantial defaults in the payment to depositors,
debenture holders, shareholders (in case of non-payment of declared dividends] and
creditors;

25. Reviewing the functioning of the Whistle Blower Mechanism;

26. Approval of appointment of CFO (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function] after assessing the
qualifications, experience and background, etc. of the candidate;

27. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

28. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.]

29. To consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.

30. Carrying out any other function as may be mentioned in the terms of reference of the

Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and
internal controls.

The Company Secretary acts as the Secretary to the Committee.

14. NOMINATION AND REMUNERATION COMMITTEE:

As on the date of this Report, Mr. Jaimin Patwa, Mr. Eshanya Guppta and Mr. Stavan
Ajmera are the members of the Committee. Mr. Jaimin Patwa was appointed as the
Chairman for all the meetings held during the year.

The Board has in accordance with the provisions of sub-section (3] of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.

During the year, the committee met three (3] times with full attendance of all the
members with full attendance of all the members. The composition of the Nomination and
Remuneration Committee as of March 31, 2025 and details of the Member's participation
at the Meetings of the Committee are as under:

The details of Nomination and Remuneration Committee Meetings held from April 01,
2024 to March 31, 2025 and attendance of each Director thereat is as follows:

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to our Board a policy relating to the
remuneration of the Directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to our
Board their appointment and removal;

5. Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

6. Recommend to the board, all remuneration, in whatever form, payable to senior
management.

15. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

During the year under review, the Stakeholders’ Relationship Committee, as per Section
178 (5] of Companies Act, 2013, is under Chairmanship of Mr. Jaimin Patwa, who was
inducted in the Committee effective from May 31, 2022 and Mr. Stavan Ajmera and Mr.
Manish Turakhia are the members of the said Committee. During the year, the committee
met one (1] time with full attendance of all the members. The composition of the
Stakeholders’ Relationship Committee as at March 31, 2025 and details of the Members'
participation at the Meetings of the Committee are as under:

The details of Stakeholders’ Relationship Committee Meetings held from April 01, 2024
to March 31, 2025 and attendance of each Director thereat is as follows:

The terms of reference of the Committee are:

1. Specifically look into various aspects of interest of shareholders, debenture holders and
other security holders.

2. Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

5. Review of the various measures and initiatives taken by the listed entity for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company.

6.

During the year, there were no complaints received from shareholder on SCORES. There
are no balance complaints. The Company had no share transfers pending as on March 31,
2025.

16. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board,
its Committees, Executive and Non-Executive Directors, Independent Directors. Based on
the same, the performance was evaluated for the financial year ended March 31, 2025. As
part of the evaluation process, the performance of Non- Independent Directors, the
Chairman and the Board was conducted by the Independent Directors. The performance
evaluation of the respective Committees and that of Independent and Non- Independent
Directors was done by the Board excluding the Director being evaluated in the NRC
meeting held on March 17, 2025.

The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the Audit Committee, Stakeholders’ Relationship Committee,
Nomination and Remuneration Committee (NRC]. The Board also carried out the
performance evaluation of all the individual Directors including the Chairman of the
Company. Additionally, NRC also carried out the evaluation of the performance of all the
individual Directors and Chairman of the Company in their meeting held on March 17,
2025. The performance evaluation was carried out by way of obtaining feedback from the
Directors through a structured questionnaire prepared in accordance with the policy
adopted by the Board and after taking into consideration the Guidance Note on Board
Evaluation issued by Securities and Exchange Board of India.

Also, as stipulated by the Code of Independent Directors under the Companies Act, 2013
and the Listing Agreement, a separate meeting of the Independent Directors of the
Company was held on March 11, 2025, to review the performance of Non-Independent
Directors (including the Chairman] and the Board as whole.

The feedback received from the Directors through the above questionnaire was reviewed
by the Chairman of the Board and the Chairman of the NRC and then discussed the same
at the meetings of the Board and NRC respectively. The performance evaluation of the
Chairman, Whole-time Director and the Board as a whole was carried out by the
Independent Directors at their separate meeting.

17. ANNUAL RETURN:

As per the provisions of Section 92(3] of the Act, the Annual Return of the Company for
the financial year 2024-25 is available on the website of the Company at
https://www.valencianutrition.com.

18. REMUNERATION POLICY:

The remuneration of the Board members is based on the Company’s size, its economic
and financial position, industrial trends and compensation paid by peer companies. The
compensation reflects each Board member’s responsibility and performance. The
Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the
Company’s website https://www.valencianutrition.com.

19. AUDITORS:

i. STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. Shah & Modi., Chartered Accountants (Firm
Registration No. 112426W], who were appointed in the 8^th Annual General Meeting to
hold office till the conclusion of the 13^th Annual General Meeting, have tendered their
resignation vide letter dated 13 ^th August 2025, resulting in a casual vacancy in the office
of Statutory Auditor.

Pursuant to the provisions of Section 139(8] of the Companies Act, 2013, the Board of
Directors, on the recommendation of the Audit Committee, has appointed M/s. H A Y and
Associates LLP, Chartered Accountants (Firm Registration No. 104106W], as the
Statutory Auditors of the Company to fill the said casual vacancy, subject to the approval
of the shareholders at the ensuing Annual General Meeting, to hold office from 14 ^th August
2025 till the conclusion of the 12^th Annual General Meeting.

The Board of Directors further recommends the appointment of H A Y and Associates LLP,
Chartered Accountants (Firm Registration No. 104106W], as Statutory Auditors of the
Company for a term of five consecutive years, from the conclusion of the 12^th Annual
General Meeting till the conclusion of the 17^th Annual General Meeting, at such
remuneration as may be decided by the Board in consultation with the Auditors.

The comments, if any, on financial statements referred to in the Auditors’ Report are self¬
explanatory and do not call for any further explanations.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.
No instances of fraud have been reported by the Statutory Auditors of the Company under
Section 143(12] of the Companies Act, 2013.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has
appointed M/s. Krupa Joisar & Associates, represented by its Proprietor Ms. Krupa Joisar,
a firm of Company Secretaries in Practice (CP No. 15263], to undertake the Secretarial
Audit of the Company upto F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is
annexed herewith as "Annexure 1" to the Board’s Report.

The Board further recommends the appointment of M/s Krupa Joisar & Associates,
represented by its Proprietor Ms. Krupa Joisar, a firm of Company Secretaries in Practice
(CP No. 15263] to conduct and perform secretarial audit for a term of 5 (Five] consecutive
financial years commencing from April 1, 2025 and ending on March 31, 2030, at such
remuneration as may be determined by the Board of Directors of the Company.

iii. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable
provisions if any, the Company has appointed M/s. SPDS & Associates LLP in the Board
meeting held on November 10, 2023, Chartered Accountants (FRN: W100383], to
undertake the internal audit of the Company up to the financial year 2025-26.

iv. COST AUDITOR:

The appointment of Cost Auditor does not apply to the Company.

20. VIGIL MECHANISM:

In pursuance of the provisions of sections 177(9] & (10) of the Companies Act, 2013, a
Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. Affirmation is also given that no personnel has been denied access to the
Audit Committee.

21. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been observed.

22. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. The Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.

23. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31, 2025 Company does not have any Subsidiary, Joint venture or Associate
companies.

As of the date of this report, the Company has incorporated a Wholly Owned Subsidiary
(WOS], Valencia Cielo Libre Beverages, S.L., in Spain on May 29, 2025. This WOS will
engage in the manufacturing and trading of beverages, snacks, and other fast-moving
consumer goods (FMCG).

Furthermore, Zion Beverages has been converted into Valencia Beverages & Superwater
Private Limited, which operates as a subsidiary of the Company effective from June 24,
2025, focusing on the production and distribution of beverages and related products.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2
on Meetings of the Board of Directors and General Meetings, respectively.

25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a] The steps taken or impact on conservation of energy - The Operations of the
Company are not energy intensive. However, adequate measures have been initiated for
conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy -

Company shall consider on adoption of alternate source of energy as and when
necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment
yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology
required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product
development or import substitution - Nil

c) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof.

iii. The expenditure incurred on Research and Development- Not Applicable.

iv. Foreign Exchange earnings and outgo: NIL

26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

During the financial year 2024-25, the Company acquired major stakes in partnership
firms, comprising the acquisition of a 99% stake in Zion Beverages and a 100% stake in
Suryavathi Beverages.

The Company has disclosed the full particulars of the loans given, investments made or
guarantees given or security provided as required under Section 186 of the Act and
Regulation 34(3) read with Schedule V of the SEBI Listing Regulations and forms part of
the financial statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the related party transactions were in the ordinary
course of business and at arm’s length. There are no materially significant related party
transactions that may conflict with the interests of the company and are disclosed in the
notes forming part of the financial statements.

During the year under review, the Company has accepted a rental deposit of Rs. 100.00
lakh from Mr. Manish Turakhia, Director of the Company, which falls within the definition
of “Related Party” under Section 2(76) of the Companies Act, 2013

Details of related party transactions are disclosed in 'Annexure II’ annexed to this report
in the prescribed format of Form AOC-2 in accordance to Section 188 of the Companies
Act, 2013.

28. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 and the Rules framed thereunder.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by
the regulators or courts or tribunals impacting the going concern status and the
Company's operations in the future.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal] Act, 2013 and rules made there under, the Company has
framed and adopted the policy for Prevention of Sexual Harassment at Workplace
including provisions relating to the constitution of Internal Complaints Committee. The
Company was not in receipt of any complaint of sexual harassment during the year.

31. DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING
COOPERATION TO ROC IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE
COMPANY:

The Company had appointed Ms. Nishi Jain, Company Secretary & Compliance Officer of
the Company and in her absence Mr. Jay Shah, Chief Financial Officer as a designated
person with effect from March 19, 2024 to ensure compliance with MCA notification on
this matter.

32. PARTICULARS OF EMPLOYEES:

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2]
of The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014
is not applicable, since during the year under review none of the employees of the
Company was in receipt of remuneration in excess of the limits specified, whether
employed for the whole year or part thereof.

33. CHANGES IN NATURE OF BUSINESS

There was no change in nature of Business during the year.

34. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Section 135 of the Companies Act, 2013 is not applicable to the
Company.

35. HUMAN RESOURCES:

At Valencia Nutrition Limited, we've always believed in the power of a great team and
positive relationships with our employees. In the last year, we have made some significant
changes in our human resources (HR] efforts. As on March 31, 2025 the Company had
total of twenty-seven (27] employees. Further, enormous energy and efforts have been
invested in revamping the HR system of the Company. And our strong relationships with
our team are built on clear communication, getting everyone involved leading to a
peaceful and productive atmosphere.

36. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5] of the Companies Act, 2013, the board of Directors, to the best
of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are 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/loss
of the Company for that period.

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal and
statutory auditors and external consultants and the reviews performed by management
and the relevant board committees, including the audit committee, the board is of the
opinion that the Company’s internal financial controls were adequate and effective during
the financial year 2024-25.

37. DISCLOSURE UNDER SECTION 43fa)fii) OF THE COMPANIES ACT. 2013:

The Company has not issued any shares with differential rights as to dividend, voting or
otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4] of the Companies (Share Capital and Debenture] Rules, 2014 is furnished.

38. DISCLOSURE UNDER SECTION 54mfd) OF THE COMPANIES ACT. 201 3:

The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1](d] of the Act read with Rule 8(13]
of the Companies (Share Capital and Debenture] Rules, 2014 is furnished.

39. DISCLOSURE UNDER SECTION 62mfh) OF THE COMPANIES ACT.2013:

The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9] of the Companies (Share Capital and Debenture]
Rules, 2014 is furnished.

40. DISCLOSURE UNDER SECTION 67f3) OF THE COMPANIES ACT. 201 3:

During the year under review, there were no instances of non-exercising of voting rights
in respect of shares purchased directly by employees under a scheme pursuant to Section
67(3] of the Act read with Rule 16(4] of Companies (Share Capital and Debentures] Rules,
2014 is furnished.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12] of the
Companies Act, 2013.

42. MSME RELATED COMPLIANCE:

The Company complies with the requirement of submitting a half yearly return with
respect to MSME dues with the Ministry of Corporate Affairs within the prescribed
timelines.

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 201 6:

The Company has neither filed any application, nor any proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016, during FY 2023-24.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute 'forward
looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.

45. ACKNOWLEDGEMENTS:

The Directors would like to express deep sense of appreciation for the assistance and co¬
operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.

46. RELATIONSHIPS BETWEEN DIRECTORS INTER SE:

None of the Directors is related to each other and there are no inter se relationships
between the Directors except Ms. Meghna Turakhia, Executive Director, who is wife of
Mr. Manish Turakhia, Managing Director.

47. SHAREHOLDING OF DIRECTORS:

As on date of this Report, no Director (except as mentioned below] holds any equity
shares or convertible instruments, if any, in the Company:

*issued for Rs. 40 (Rupees forty) per warrant (including a premium of Rs. 30), aggregating
up to Rs. 20,00,00,000 (Rupees Twenty Crore only).

48. BOARD SKILLS/EXPERTISE/COMPETENCIES:

The Board of Directors based on the recommendations of the Nomination and
Remuneration Committee, identified the following core skills/expertise/competencies of
Directors as required in the context of business of the Company for its effective
functioning:

Following are the details of the skills and competence possessed by the Board of
Directors:

The identified skills / competences are broad-based and marking of 'Proficient' against a
particular member does not necessarily mean the member does not possess the
corresponding skills / competences.

49. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

# Mrs. Meghna Turakhia appointed as the Executive Director (Executive Director] w.e.f.
September 02, 2024.

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /
MANAGER/WTD DURING FY 2024-25:

DISCLOSURE OF MANAGERIAL REMUNERATION:

A. Ratio of remuneration of each Director to the median remuneration of the employees
of the Company for FY 2024-25 as well as the percentage increase in remuneration of each
Director, Chief Financial Officer and Company Secretary is as under:

# Mrs. Meghna Turakhia appointed as the Executive Director (Executive Director] w.e.f.
September 02, 2024.

B. Percentage decrease in the median remuneration of employees in FY 2024-25: - 184%

C. Number of permanent employees on the rolls of the Company as on March 31, 2025: 27

D. Comparison of average percentile increase in salary of employees other than the
managerial personnel and the percentile increase in the managerial remuneration:

Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and other employees is as per the Remuneration Policy of the Company.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

GENERAL SHAREHOLDER INFORMATIONS:

a) 12^th Annual General Meeting

b) Financial Calendar for the year 2024-25

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

BSE Limited (“BSE”] (SME Platform)

Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai 400 023
SCRIP CODE: 542910

d) Location and time, where Annual General Meeting (AGM) for the last 3 years
were held is given below:

e) COMPANY WISE HIGH-LOW DATA FOR FY:2024-25:

The high/low of the market price of the shares of the Company is as follows:

f) REGISTRAR AND SHARE TRANSFER AGENT (RTA)

REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

1^st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis, Makwana Road, Marol,

Andheri East, Mumbai-400 059
Tel: 022 62638200.

Fax: 2851 2885

website: https://www.bigshareonline.com/

g) SHARE TRANSFER SYSTEM:

The Board has the authority for approving transfer, transmission of the Company's
securities. The Company ensures that the half yearly Compliance Certificate pursuant to
regulations 40(9] and 40 (10) of the SEBI Listing Regulations are filed with the Stock
Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further
amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30,
2018, requests for effecting transfer of securities (except in case of transmission or
transposition of securities] cannot be processed from April 1, 2019 unless the securities
are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in dematerialized form.

h) DISTRIBUTION OF SHAREHOLDING:

Nominal Value of Shares: Rs. 10

i) ^MATERIALIZATION OF SHARES:

The Company's shares are required to be compulsorily traded on Stock Exchanges in
dematerialized form. The number of shares as on March 31, 2025, held in dematerialized
and physical form are as under:

j) 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.

k) CORPORATE GOVERNANCE:

The Company does not fall under the purview of Regulations of Corporate Governance
pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements]
Regulations, 2015, the provisions of reporting of Corporate Governance as specified in
Regulation 27 (2] do not apply to the Company, as it is SME Listed Company. Hence, the
Company has filed a certificate for non-applicability of provisions of regulation 27(2] with
respect to Corporate Governance during each quarter of the year.

REGISTERED OFFICE:

601A, Neelkanth Business Park, Nathani Road, Vidyavihar (West], Mumbai- 400 086

Tel : 080 - 26799552
CIN: L51909MH2013PLC381314
Website: http://www.valencianutrition.com
Email: compliance@valencianutrition.co

For VALENCIA NUTRITION LIMITED

Sd/- Sd/-

Manish Turakhia Jay Shah

Managing Director Whole Time Director & CFO

DIN: 02265579 DIN: 09072405

PAN: BJPPS6293E

Date: September 02, 2025
Place: Mumbai