1. Directors' Report and MD&A Approval

The Board approved the Directors' Report and Management Discussion and Analysis (MD&A) along with all necessary annexures for the financial year ended March 31, 2026.

2. Director Re-appointment

The Board recommended to shareholders the re-appointment of Mrs. Meghana Turakhia (DIN: 07109963) as Director retiring by rotation at the ensuing Annual General Meeting.

3. New Director Appointments

The Board approved the appointment of Mr. Ashish Kamdar (DIN: 07691534) as Additional Director designated as Executive Director, liable to retire by rotation effective September 03, 2026, subject to shareholder approval. Mr. Kamdar is a Commerce graduate with a Diploma in Capital Markets and possesses nearly three decades of diversified business experience in manufacturing, automobile components, computerized embroidery, capital market investments, international trade compliance, cross-border logistics, and operational leadership.

The Board also approved the appointment of Mr. Hiren Jain (DIN: 02789749) as Additional Director designated as Non-Executive Director, liable to retire by rotation effective September 03, 2026, subject to shareholder approval. Mr. Jain is a Commerce graduate from Mumbai University with over two decades of experience spanning commercial construction, technical facility modernization, agri-business supply chains, and statutory compliance management.

4. Director Resignation

The Board noted the resignation of Mr. Paresh Desai (DIN: 07412510) as Non-Executive Director of the Company effective September 03, 2026. In his resignation letter dated September 3, 2026, Mr. Desai cited personal reasons and other commitments for his resignation.

5. Memorandum of Association Alteration

The Board approved the alteration of the existing Main Objects Clause of the Memorandum of Association 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, subject to shareholder approval.

6. Slump Sale Approvals

The Board approved five separate slump sale transactions, all subject to shareholder approval:

A. Canned, Functional & Premium Beverage Undertaking

  • Buyer: Valencia Can Beverages Private Limited (subsidiary under incorporation)
  • Turnover Contribution: ₹15,35,417.15 (1.60% of total revenue)
  • Expected Completion: On or before March 31, 2027
  • Consideration: Slump Sale Consideration (Share Swap): ₹56,02,492 (discharged via 5,60,249 Equity Shares of ₹10 each at par + ₹2 cash adjustment); IPR & Intangibles Consideration: ₹71,74,672 (plus applicable GST of ₹12,91,440)
  • Related Party: Yes, Promoter Group holds 75% and Mr. Manish Turakhia (MD & Promoter) holds 25%
  • Arm's Length: Determined pursuant to independent Valuation Report dated August 31, 2026, by Registered Valuer CA Shyam P. Dave (M/s. S Dave & Associates)

B. Snacks, Bakery & Healthy Snacking Undertaking

  • Buyer: Valencia Snacks and Healthy Bites Private Limited (subsidiary under incorporation)
  • Turnover Contribution: ₹60,45,539.32 (6.31% of total revenue)
  • Expected Completion: On or before March 31, 2027
  • Consideration: Slump Sale Consideration (Share Swap): ₹1,29,45,410 (discharged via 12,94,541 Equity Shares of ₹10 each at par + ₹5 cash adjustment); IPR & Intangibles Consideration: ₹1,70,31,676 (plus applicable GST of ₹30,65,702)
  • Related Party: Yes, Promoter Group holds 75% and Mr. Manish Turakhia (MD & Promoter) holds 25%
  • Arm's Length: Determined pursuant to independent Valuation Report dated August 31, 2026, by Registered Valuer CA Shyam P. Dave (M/s. S Dave & Associates)

C. Automated Retail & Point-of-Sale Solutions Undertaking

  • Buyer: Valencia POS Solutions Private Limited (subsidiary under incorporation)
  • Turnover Contribution: ₹4,66,099.95 (0.49% of total revenue)
  • Expected Completion: On or before March 31, 2027
  • Consideration: Slump Sale Consideration (Share Swap): ₹1,05,73,599 (discharged via 10,57,359 Equity Shares of ₹10 each at par + ₹9 cash adjustment); IPR & Intangibles Consideration: ₹88,30,461 (plus applicable GST of ₹15,89,484)
  • Related Party: Yes, Promoter Group holds 75% and Mr. Manish Turakhia (MD & Promoter) holds 25%
  • Arm's Length: Determined pursuant to independent Valuation Report dated August 31, 2026, by Registered Valuer CA Shyam P. Dave (M/s. S Dave & Associates)

D. Nutraceuticals & Specialised Nutrition Undertaking

  • Buyer: Valencia Nutracare Lifesciences Private Limited
  • Turnover Contribution: No business operations during last financial year
  • Expected Completion: On or before March 31, 2027
  • Consideration: Slump Sale Consideration (Share Swap): ₹91,57,113 (discharged via 9,15,711 Equity Shares of ₹10 each at par + ₹3 cash adjustment); IPR & Intangibles Consideration: ₹1,21,75,188 (plus applicable GST of ₹21,91,534)
  • Related Party: Yes, Promoter Group holds 75% and Mr. Manish Turakhia (MD & Promoter) holds 25%
  • Arm's Length: Determined pursuant to independent Valuation Report dated August 31, 2026, by Registered Valuer CA Shyam P. Dave (M/s. S Dave & Associates)

E. Consumer Products Undertaking

  • Buyer: Valencia Consumer Products Private Limited (subsidiary under incorporation)
  • Turnover Contribution: ₹10,11,085.75 (1.06% of total revenue)
  • Expected Completion: On or before March 31, 2027
  • Consideration: Slump Sale Consideration (Share Swap): ₹40,50,472 (discharged via 4,05,047 Equity Shares of ₹10 each at par + ₹2 cash adjustment); IPR & Intangibles Consideration: ₹31,23,006 (plus applicable GST of ₹5,62,142)
  • Related Party: Yes, Promoter Group holds 75% and Mr. Manish Turakhia (MD & Promoter) holds 25%
  • Arm's Length: Determined pursuant to independent Valuation Report dated August 31, 2026, by Registered Valuer CA Shyam P. Dave (M/s. S Dave & Associates)

All slump sale transactions are outside a Scheme of Arrangement and will require approval via Special Resolution in compliance with Regulation 37A (Majority of Minority/Public Shareholders' approval). No agreements have been executed as of the date of this notice.

7. Annual General Meeting

The Board approved the Notice convening the Thirteenth (13th) Annual General Meeting 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/Other Audio-Visual Means.

The disclosure includes all statutory requirements under Regulation 30 of 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.