Valencia Nutrition Ltd

To,

The Members,

The Directors take pleasure in presenting their 11th (eleventh) Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended March 31, 2024.

1. Financial performance of the company:

The summary of standalone financial highlights for the financial year ended March 31, 2024, and the previous financial year ended March 31,2023 is given below:

Amount (Rs. In lakhs)

Financial Performance:

The total Revenue for the financial year under review stood at Rs. 164.79 lacs as against Rs 146.06 lacs for the previous financial year. During the year under review, the company registered loss before and accordingly, the Company has reported the total loss of Rs. 138.47 lacs against of Rs. 126.28 lacs in the corresponding previous year.

During the year under review, the beverages processing industry showed good traction in the domestic market. Further, due to budget constraints due to delay in the Rights Issue, major domestic production plans got deferred.

With the conclusion of Rights Issue in April 12, 2024 funds availability eased and simultaneously buoyant demand in the domestic market in the first quarter of the upcoming year, we are 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 second quarter in FY 2024-25 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 "product". We have evolved with time to ensure the best-inclass services to our customers.

State Of Company Affairs:

Marketing Expenses incurred during the year have advantages for longer time. However, Accounting Standards do not permit capitalising or amortisation over a period. Hence, they have been written off during the year under review.

The below expenses pertain to the launch of Bounce aluminum can products such as ROAR Energy drink, ROAR ginger Ale, Titonic Iconic Tonic water, Titonic iconic Tonic Water Elderflower, Bootea Peach Iced Tea and ROAR Pink Guava at Taste of Vadodara from May 6, 2023, to June 4, 2023 Taste of Vadodara is a one-month long summer fair that draws students during their vacations along with their families offering a platform for dance performance of various kinds, music events and enjoy diverse array of food and beverages. Hence our company strategically chose to put up a stall to introduce our product range to the target audience in the age group of 15-40.

The below expenses were carried out whose benefits will occur to the company for three to four years in terms of consumer awareness. However, accounting standards prohibit for capitalisation of such expenses for future periods. Hence, the same has been booked as expenses for the current period.

Taste of Vadodara (TOV) Expenses List:

2. Dividend:

As the Company incurred a net loss during the year, the Directors do not propose any dividends for the Financial Year ending March 31, 2024.

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:

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:

As on March 31,2024, the Authorised share capital stands at Rs. 14,20,00,000 divided into 1,42,00,000 equity shares of the face value of Rs.10 each & the issued, subscribed & paid-up share capital of your Company stands at Rs.5,58,53,410 divided into 55,85,341 Equity Shares of Rs.10 each.

However, the Company had approved the allotment of 83,77,500 rights equity shares of face value of Rs. 10/-each for cash at a price of Rs. 26/- per rights equity shares of the Company in their board meeting held on April 23, 2024. Hence, as on date of this report the issued, subscribed & paid- up share capital of your Company stands at Rs. 13,96,28,410 divided into 1,39,62,841 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:

The Company had shifted its registered office from the SH-4, A Wing, Bldg. No. 34, Tilak Nagar, Chembur, Sahvas Co-operative HSG Soc, Mumbai-400089 to 601A, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai- 400 086, within the local limits of the city, in the board meeting held on October 09, 2023.

10. Re-classification Of Promoters:

The Company had approved the reclassification of one of the promoters, Ms. Deepthi Anand, from promoter/promoter group to public category in its meeting held on December 12, 2023, pursuant to receiving a request letter cum undertaking from the said Promoter of the Company on November 24, 2023 under Regulation 31 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The approval of the stock exchange, with respect to the same, is awaited.

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 August 29, 2023, appointed Mr. Jay Shah (DIN: 09072405), as a Whole-Time Director (WTD) and Key Managerial Personnel of the Company, liable to retire by rotation for a period of 3 (three) years effective from August 29, 2023 and subsequently, the members had approved the same in their meeting held on September 28, 2023.

ii. Pursuant to the recommendation ofthe Nomination &Remuneration Committee (NRC), the Board at its meeting held on August 29, 2023, appointed Ms. Prabhha Shankarran (DIN: 07906258), as a Whole-Time Director (WTD) and Key Managerial Personnel of the Company, liable to retire by rotation for a period of 3 (three) years effective from August 29, 2023 and subsequently, the members had approved the same in their meeting held on September 28, 2023.

iii. Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board at its meeting held on September 02, 2023, re-designated and appointed Mr. Manish Turakhia (DIN:02265579), as the Managing Director (MD) and Key Managerial Personnel of the Company, not liable to retire by rotation for a period of 3 (three) years effective from September 02, 2023 and subsequently, the members had approved the same in their meeting held on September 28, 2023.

iv. Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board at its meeting held on September 02, 2023, appointed Mr. Paresh Desai (DIN:07412510), as an Additional Director (Non-Executive Director), liable to retire by rotation with effect from September 02, 2023 and subsequently, the members appointed him as Non-Executive Director, liable to retire by rotation in their meeting held on September 28, 2023.

v. Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board at its meeting held on September 02, 2023, appointed Mr. Geet Shah (DIN:08532430), as an Additional Director (Non-Executive, Independent Director), not liable to retire by rotation with effect from September 02, 2023 and subsequently, the members appointed him as an Non-Executive Independent Director in their meeting held on September 28, 2023.

vi. The Board, pursuant to recommendation of Nomination and Remuneration Committee, has approved the appointment of Mrs. Meghna Turakhia (DIN: 07109963), as an additional director (Executive Director) of the Company, liable to retire by rotation, to hold office upto the date of next ensuing Annual General Meeting (‘AGM') or three months from the date of appointment, whichever is earlier, w.e.f. September 02,2024. The Board has recommended her appointment as Executive Director of the Company, liable to retire by rotation, at the upcoming annual general meeting.

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

*Mrs. Meghna Turakhia appointed as an Additional Director (Executive Director) w.e.f. September 02, 2024.

b) Composition & Constitution of Key Managerial Personnel:

The Board at its meeting held on August 29, 2023, has appointed Ms. Nishi Jain as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2023, pursuant to the resignation of Mr. Aditya Agarwal as the Company Secretary & Compliance Officer of the Company with effect from May 31, 2023.

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 be eligible for re-appointment for the next five years on the 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.

Familiarisation 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 familiarisation programme of independent directors are available on the Company's website at www.valencianutrition.com.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jay Shah (DIN: 09072405), Executive-Whole time Director of the Company, retires by rotation and offers himself for re-appointment.

The brief profile of Mr. Jay Shah, 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 twelve (12) 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, 2023 to March 31, 2024 and attendance of each Director thereat is as follows:

*Mr. Geet Shah (DIN: 08532430) was appointed as a Non-Executive Independent Director effective September 02, 2023.

**Mr. Paresh Desai (DIN: 07412510) was appointed as a Non-Executive Director effective from September 02, 2023.

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 nine (9) times during the financial year ended March 31, 2024.

The details of Audit Committee Meetings held from April 01, 2023, to March 31, 2024, and attendance of each Director thereat is as follows:

The Committee is governed by a terms 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, 2024 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, 2023 to March 31, 2024 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. Stakeholder's 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, 2024 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, 2023 to March 31, 2024 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, nonreceipt 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, 2024.

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 31,2024. 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 19, 2024. 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 19, 2024. 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 19, 2024, 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 2023-24 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 Members of the Company at their Eighth Annual General Meeting held on September 28, 2021, had appointed M/s. Shah & Modi, Chartered Accountants (FRN: 112426W), as Statutory Auditors of the Company for a period of five years till the conclusion of thirteenth Annual General Meeting of the Company.

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. 2023-24 is annexed herewith as "Annexure 1" to the Board's Report.

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 upto 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/Joint Ventures/Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate companies.

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:

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 interest of the company and are disclosed in the notes forming part of the financial statements.

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 did not accept any deposits from the public during the year under review.

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, 2024 the Company had total of seven 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. Director's 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 2023-24.

37. Disclosure Under Section 43(AUIi) 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 54HUD) Of The Companies Act, 2013:

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 62(1UB) 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 67(3) Of The Companies Act, 2013:

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. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016:

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.

43. 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.

44. 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.

45. 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, Additional Director, who is wife of Mr. Manish Turakhia, Managing Director..

46. Shareholding Of Directors:

As on date of this Report, no other Director (except as mentioned below) holds any equity shares in the Company. The Company has not issued any convertible instruments

47. 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:

*Mrs. Meghna Turakhia appointed as the Additional Director (Executive Director) w.e.f. September 02, 2024.

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.

48. Details Of Remuneration To All The Directors And Key Managerial Personnel :

*Mr. Manish Turakhia (DIN: 02265579) has been appointed as a Managing Director (Executive Director) effective from September 02, 2023.

** Mr. Paresh Desai (DIN:07412510) has been appointed as a Non-Executive Director with effect from September 02, 2023.

***Mr. Geet Shah (DIN:08532430) has been appointed as a Non-Executive, Independent Director with effect from September 02, 2023.

#Mrs. Meghna Turakhia appointed as the Additional Director (Executive Director) w.e.f. September 02, 2024. She was paid Rs. 25,000/- as Strategic Advisor to the Company for FY 2023-24.

Remuneration To Key Managerial Personnel Other Than Md / Manager/ Wtd During Fy 2023-24:

* Mr. Aditya Agarwal, resigned from the office of Company Secretary and Compliance Officer effective from May 31, 2023.

** Ms. Nishi Jain was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2023.

Disclosure Of Managerial Remuneration :

A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2023-24 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under:

* Mr. Aditya Agarwal, resigned from the office of Company Secretary and Compliance Officer effective from May 31, 2023.

** Ms. Nishi Jain was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2023.

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

B. Percentage decrease in the median remuneration of employees in FY 2023-24: 28.6%

C. Number of permanent employees on the rolls of the Company as on March 31, 2024: 8

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:

a) 11th Annual General Meeting

b) Financial Calendar for the year 2023-24

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

Listing on Stock Exchange:

BSE Limited ("BSE")

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 Fv:2023-24:

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

f) Reaistrar And Share Transfer Aaent (Rta)

Registrar And Share Transfer Agent:

Bigshare Services Private Limited

1st 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.biashareonline.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 November30, 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) Dematerialization 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, 2024, 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 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