Corporate Restructuring and Fundraising

Valencia Nutrition Limited is undergoing a significant corporate restructuring through the proposed segregation of its incubated business divisions into five dedicated operating subsidiaries. This restructuring will be implemented via slump sale arrangement where each business undertaking, together with associated intellectual property, formulations, trademarks, designs, manufacturing know-how, digital assets, and operational capabilities will be transferred to respective subsidiaries as going concerns.

The valuation of each undertaking will be determined by an independent Certified Valuer. Consideration will primarily be discharged through allotment of equity shares by respective subsidiaries to VNL, enabling the parent company to retain ownership.

This restructuring is in addition to the company's existing subsidiary, Valencia Beverages & Superwater Private Limited, which houses the PET bottle business.

The company is backed by an ongoing fundraise exercise of ₹1,500 crores in the designated five subsidiaries from the total six subsidiaries. This capital deployment is designed to unlock global production standards, achieve significant economies of scale, and optimize unit economics across all group entities.

Strategic Growth Pillars

The company outlined three strategic growth pillars:

1. Global Manufacturing Hub: Developing cutting-edge formulation and production facilities to service international supply chains as a competitive global contract and private-label manufacturer in zero-sugar nutrition space.

2. Premiumization for Indian Upper Class: Introducing high-margin, value-added product lines tailored to health and wellness preferences of India's affluent urban demographic.

3. Middle East Export Expansion: Establishing dedicated export vertical targeting GCC and broader Middle East markets through international wholly owned subsidiary Valencia Nutrition Gulf Trading FZCO.

Valencia MOAT - Shared Strengths

The parent company maintains nine shared strengths that support all subsidiaries:

1. Formulation: Recipes, packaging and label compliance

2. Engineering: Group prototypes, plant design, machinery and commissioning

3. Accounting & Bookkeeping: One ERP and one standard

4. Information Technology: Shared systems, apps and machine software

5. Corporate Office & Capital: Capital planned and allocated in one place

6. PR & Marketing: Activations, campaigns and corporate tie-ups

7. Compliance & Legal: Filings, incorporations, trademarks and contracts

8. Creative: Brand, label and content design

9. Investor Relations: One consistent voice to the market

Subsidiary Performance Updates

Valencia Beverages & Superwater Private Limited (VBSW)
  • Secured order book of 1,98,000 cases (approximately 4,400 cases per day) across two units
  • Unit 1 (CSD): 1,24,000 cases (70,000 own-brand Bounce, 54,000 co-packing)
  • Unit 2 (Juice): 74,000 cases (37,000 own-brand Bounce Juice and Vitalize, 37,000 co-packing)
  • Own brands comprise ~54% of total volume (1,07,000 cases)
  • Commissioned 38 mm neck PET bottle production line with capacity of 150 bottles per minute
  • Received Legendary Brand of the Year award in Telangana
  • Expanded market presence into Pune and Mumbai
  • Participated in Drinktec exhibition
  • Introduced 78 SKUs across PET bottle juice and hydration beverage portfolio spanning 24 product variants across five packaging sizes (200 ml, 250 ml, 300 ml, 500 ml)
  • Operational performance: Both units operating at ~75% capacity despite water availability challenges and raw material cost increases of 40-45% above pre-conflict levels
Valencia Can Beverages Private Limited (VCB)
  • Expanded market presence through sports venue placements
  • Expanded distribution footprint in Goa to approximately 200 outlets
  • Established institutional tie-up with Holiday Inn, Goa
  • Discussions underway with Hyatt and Thalassa
  • Completed 8-10 metro station activations in Delhi
  • Conducted consumer sampling and promotional activities in Delhi
  • Preparing to launch Bounce Upp Cola in coming financial year
  • Developed multi-brand canned beverage portfolio across 250 ml SKU with 330 ml and 500 ml formats in pipeline
  • Existing portfolio includes 8 SKUs under Valencia Vitabev brand
  • Planned upcoming launches include 50 additional SKUs across multiple brands and categories
Valencia Snacks & Healthy Bites Private Limited (VSHB)
  • Introduced Vegetable Biryani into production in August 2026
  • Completed product development and packaging for Masala Peanuts and Salted Peanuts under Namkeen portfolio (commercial launch planned December 2026)
  • Continued research and market assessment for millet-based snack products under Healthy Bites portfolio
  • Expanded distribution footprint across South India and initiated market entry in Maharashtra (Satara and Kolhapur)
  • Introduced snacks and Osmania Biscuits leveraging shared distribution network
  • Developed multi-brand snacks portfolio comprising 26 SKUs across Crunzzo and Valencia Bakery brands in INR 5 and INR 10 packaging formats
Valencia POS Solutions Private Limited (VPOS)
  • Obtained GST registration
  • Submitted application for Importer Exporter Code (IEC)
  • Progressed BIS regulatory approvals
  • Filed trademark application for Valencia POS Solutions (cleared formality check)
  • Advanced vending machine development: software development, hardware evaluation, exterior design finalization, component specifications
  • Completed first soda fountain prototype showcased at AGM
  • Finalized core system architecture including carbonation tank, RO system, water chiller
  • Finalized flavor and syrup storage systems with Bag-in-Box packaging
  • Finalized touchscreen interface with Android-based module
Aroma De Valencia (ADV)
  • Transitioned from pilot-stage validation toward broader commercial deployment
  • ADV 9000 and ADV 5000 witnessed increased placements across commercial spaces
  • ADV 5 in 1 under live pilot testing with international transportation testing
  • Executed Mahindra Scorpio Lifestyler Valley Edition launch
  • Developing recurring revenue model through machine rentals with fragrance-oil consumption
  • Refining operational processes covering machine scheduling, installation, maintenance
Valencia Nutracare Lifesciences Private Limited (VNLS)
  • Progressed development of Tier 3 maternal nutrition portfolio
  • Finalized formulations for Garbhika (pregnancy nutrition powder) in Malai Kulfi and Chocolate flavors
  • Finalized formulations for Matrunayana (lactation nutrition powder) in Kesar and Cardamom flavors
  • Completed product trials, laboratory testing, and nutritional analysis
  • Progressed Littlevita children's nutrition formulation development
  • Initiated in-house development of additional products
  • Obtained FSSAI licence
  • Pursuing additional regulatory approvals under Food for Special Dietary Use framework
  • Engaged with Ministry of Women and Child Development Maharashtra and Breastfeeding Promotion Network of India
  • Adopting phased manufacturing approach: contract manufacturing initially, evaluating own facilities long-term
  • Trademark status: Multiple trademarks filed and registered including Matrunayana, Garbhika, AlphaBaby
Veer Value Foundation (VVF)
  • Advanced institutional engagement following interactions with Ms. Aditi Tatkare, Minister of Women and Child Development, Maharashtra
  • Made urban assessment reports available covering Worli, Colaba, Ghatkopar, Vidyavihar, Vikhroli
  • Established outreach access across urban locations in Maharashtra covering pregnant and lactating women:
  • Goregaon East: 1,012 pregnant, 1,086 lactating
  • Ghatkopar: 975 pregnant, 992 lactating
  • Borivali East: 949 pregnant, 297 lactating
  • Malegaon: 1,920 pregnant, 1,863 lactating
  • Received access to rural outreach clusters covering:
  • Ahmednagar Rahata: 1,194 pregnant, 1,159 lactating
  • Pandharpur Akkalkat: 1,190 pregnant, 890 lactating
  • Ichalkaranji Kolhapur: 1,117 pregnant, 1,026 lactating
  • Kamptee Hingna: 1,172 pregnant, 868 lactating
  • Osmanabad Tuljapur: 919 pregnant, 667 lactating
  • ICDS formally acknowledged Foundation's impact proposals
  • Initiated discussions with Bhamla Foundation for collaborative impact initiative
  • Received insights from Ms. Rajlakshmi Nair, nutrition expert associated with UNICEF
Agribusiness Initiatives

Koffico Coffee Development:

  • In R&D stage with initial communication established with Coffee Board
  • Conducted field surveys in Mysore and Bangalore
  • Meeting held with CEO of Coffee Incubation Centre
  • Research evaluating coffee varieties, product categories, SKU development opportunities
  • Studying processing methodologies and machinery requirements
  • Dubai team visited Dubai Multi Commodities Centre to explore export opportunities
  • Export route planned: Made in India → exported through Valencia Nutrition Gulf Trading FZCO → sold in Europe via Valencia Cielo Libre SL
  • All coffee products under Valencia Koffico brand

Potato Contract-Farming:

  • Developing contract-farming framework for potato procurement
  • Lady Rosetta variety from Indore, Madhya Pradesh and Bhatiya, Gujarat for Crunzzo Chips
  • Shepody variety from Disa & Mehsana, North Gujarat for Air-Fried French Fries

Operational Challenges

  • Raw material and packaging costs increased 40-45% above pre-conflict levels driven by higher crude oil and ethanol prices
  • Water availability challenges due to 17% rainfall deficit in Telangana's 2026 southwest monsoon (615.5 mm vs normal 740.6 mm)
  • Hyderabad recorded 27% rainfall deficit (458.2 mm vs normal 627.2 mm)
  • Groundwater in Medchal-Malkajgiri district dropped 4.99 meters year-on-year to 12.80 meters below ground level
  • Expanding in-house water storage to maintain operations at ~75% capacity

Outlook

With both units operational, growing market share, and new presence in Central India, VBSW is well placed for second half. Priorities include growing own-brand volumes at Unit 2, protecting margins as input costs move, and securing water supply for uninterrupted operations.

Disclaimer

The document contains forward-looking statements subject to risks and uncertainties including industry conditions, economic environment changes, regulatory changes, tax regimes, exchange rate fluctuations, corporate actions, litigation, and labor relations.