Announcement under Regulation 30 of SEBI (LODR) Regulation, 2025 - Approval of slumpsale

Date: September 03, 2026 BSE Limited Department of Corporate Services, Phiroze Jejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Ref: - Scrip Code: 542910 ISIN: INE08RT01016 Sub: -Outcome of Board Meeting held on Thursday, September 03, 2026 at 06:30 p.m. and concluded at 07:50 p.m. Dear Sir/ Madam, Pursuant to Regulation 30 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), we wish to inform your good office that the Board of Directors of Valencia Nutrition Limited, at its meeting held today, i.e. Thursday, September 03, 2026, which commenced at 06:30 p.m. and concluded at 07:50 p.m. has inter alia, considered, approved and noted the following business items: 1. Approval of the Directors’ Report and Management Discussion and Analysis (MD&A), along with all other necessary annexures thereto, for the financial year ended March 31, 2026. 2. Approval and recommendation to the shareholders for the re-appointment of Mrs. Meghana Turakhia (DIN: 07109963), Director retiring by rotation at the ensuing Annual General Meeting, who being eligible, offers herself for re-appointment. 3. Approval for appointment of Mr. Ashish Kamdar (DIN: 07691534) as an Additional Director (designated as Executive Director) of the Company, liable to retire by rotation w.e.f. September 03, 2026, subject to the approval of the Members. (Refer to Annexure I) 4. Approval for appointment of Mr. Hiren Jain (DIN: 02789749) as an Additional Director (designated as Non-Executive Director) of the Company, liable to retire by rotation, w.e.f. September 03, 2026, subject to the approval of the Members. (Refer to Annexure I) 5. Noting of the resignation of Mr. Paresh Desai (DIN: 07412510) as a Non- Executive Director of the Company, w.e.f. September 03, 2026. (Refer to Annexure I) 7. Approval for the alteration of the existing Main Objects Clause of the Memorandum of Association (MoA), subject to the approval of the Members to include- (i) Undertaking the business of agricultural production, farming, and allied agri- activities including horticulture, floriculture, aquaculture and contract farming; and (ii) Undertaking the business of software development, IT-enabled services, cloud computing, and AI/ML solutions. 8. Approval for the slump sale of the Canned, Functional & Premium Beverage undertaking to Valencia Can Beverages Private Limited (or any other name as may be approved by the Registrar of Companies), subject to the approval of the Members (Refer to Annexure-II) 9. Approval for the slump sale of the Snacks, Bakery & Healthy Snacking undertaking to Valencia Snacks and Healthy Bites Private Limited (or any other name as may be approved by The Registrar of Companies), subject to the approval of the Members (Refer to Annexure-II) 10. Approval for the slump sale of the Automated Retail & Point-of-Sale Solutions undertaking to Valencia POS Solutions Private Limited (or any other name as may be approved by The Registrar of Companies), subject to the approval of the Members (Refer to Annexure-II) 11. Approval for the slump sale of the Nutraceuticals & Specialised Nutrition undertaking to Valencia Nutracare Lifesciences Private Limited, subject to the approval of the Members (Refer to Annexure-II) 12. Approval for the slump sale of the Consumer Products undertaking to Valencia Consumer Products Private Limited (or any other name as may be approved by The Registrar of Companies), subject to the approval of the Members (Refer to Annexure-II) 13. Approval of the Notice convening the Thirteenth (13th) Annual General Meeting (AGM) of the Company, scheduled to be held on Tuesday, September 29, 2026, at 11:30 A.M. IST in Hybrid Mode at Ruby Room, Interlink Banquets, 2nd Floor, Neelkanth Business Park, D Wing, Near Vidyavihar Railway Station, Ghatkopar (West), Mumbai – 400 086 (In-Person), and through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) along with the draft Explanatory Statement. The statutory disclosures required under Regulation 30 of the SEBI LODR Regulations, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated July 11, 2023, updated as on January 30,2026, in respect of Director changes, and Slump Sale restructuring transactions are enclosed herewith as Annexure I and Annexure II respectively. Kindly take the above information on record. Yours Truly, For Valencia Nutrition Limited Jay Shah Whole-Time Director & CFO (DIN: 09072405) (PAN: BJPPS6293E) Encl:a/a The details as required under Regulation 30 of SEBI Listing Regulations read with SEBI circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated July 13, 2023, updated on January 30,2026 are as under: Annexure-I Sr. Particulars Details Details Details No (Item 3) (Item 4) (Item 5) 1 Name Mr. Ashish Kamdar Mr. Hiren Jain (DIN: Mr. Paresh (DIN: 07691534) 02789749) Desai (DIN: 07412510) 2 Reason for Change Appointment as an Appointment as an Resignation as viz., appointment, Additional Director Additional Director a Non- resignation, (designated as (designated as Non- Executive removal, death or Executive Director) of Executive Director) of Director of the otherwise the Company. the Company. Company. 3 Date of The Board at its The Board at its The Board at its Appointment and meeting held today, meeting held today, i.e. meeting held Term of i.e. September 03, September 03, 2026, today, i.e. Appointment 2026, approved the approved the September 03, appointment of Mr. appointment of Mr. 2026, took note Ashish Kamdar (DIN: Hiren Jain (DIN: of the 07691534) as an 02789749) as an resignation of Additional Director Additional Director Mr. Paresh (designated as (designated as Non- Desai (DIN: Executive Director) of Executive Director) of 07412510) as a the Company, liable to the Company, liable to Non-Executive retire by rotation in retire by rotation in Director of the terms of Section 152 terms of Section 152 of Company. of the Companies Act, the Companies Act, 2013, with effect from 2013, with effect from September 03, 2026, September 03, 2026, based on the based on the recommendation of recommendation of the the Nomination & Nomination & Remuneration Remuneration Committee, and Committee, and subject subject to the approval to the approval of the of the Shareholders at Shareholders at the the forthcoming forthcoming Annual Annual General General Meeting (AGM) Meeting (AGM) of the of the Company. Company. 4 Brief Profile (In Mr. Ashish Kamdar is a Mr. Hiren Jain is a N.A. case of Commerce graduate Commerce graduate appointment) with a Diploma in from Mumbai Capital Markets and University and a possesses nearly three versatile operational decades of diversified leader and business experience in entrepreneur with manufacturing, over two decades of automobile experience spanning components, commercial computerized construction, technical embroidery, capital facility modernization, market investments, agri-business supply international trade chains, and statutory compliance, cross- compliance border logistics, and management. His operational expertise leadership. encompasses the self- funded development and execution of commercial mall and cinema infrastructure in 2018, hands-on leadership in theatrical distribution, content security (KDM licensing), and HVAC/electrical upgrades, as well as founding a Mumbai- based commercial RO water technology enterprise. Additionally, he brings significant exposure in large-scale agricultural operations, animal husbandry, cross- border import-export logistics, and government- partnered environmental CSR initiatives including dam restoration and reforestation projects with the Government of Maharashtra backed by a robust command over corporate tax governance, GST compliance, and regulatory licensing. 5 Disclosure of Except for the Except for the N.A. Relationship appointee himself, appointee himself, between Directors none of the Directors, none of the Directors, (in case of Key Managerial Key Manageri [Showing first 8,000 characters — download PDF for full document]