Nutricircle Limited Launches Wholly-Owned Subsidiary in Denmark for European Expansion

Nutricircle Limited has expanded its international footprint by incorporating a wholly-owned subsidiary, Nutricircle Europe ApS, in Denmark on May 20, 2026. The company invested ₹3,00,000 to acquire 100% of the paid-up share capital, totaling DKK 20,000. This strategic move aims to explore new business opportunities in the European market and aligns with the parent company's focus on processing and preserving fruit and vegetable products.

The disclosure was made to BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The subsidiary is classified as a related party transaction, as Hitesh Mohanlal Patel, the Managing Director of Nutricircle Limited, also serves as the Executive Director of Nutricircle Europe ApS.

Subsidiary Details

Nutricircle Europe ApS is registered at Agro Food Park 13, 8200 Aarhus N, Denmark. The entity is a private limited liability company established to conduct business involving the development, production, and sale of plant-based ingredients and food products. As the subsidiary was recently incorporated, it has not yet commenced business operations, and turnover figures are not applicable.

Financial and Regulatory Information

The incorporation costs are estimated at DKK 15,000 excluding VAT. The entire share capital was subscribed at a rate of 100, corresponding to DKK 1 per share of nominally DKK 1. No specific governmental or regulatory approvals were required for this acquisition. The primary objective of the new entity is to market proteins and engage in activities deemed related by the executive management, supporting Nutricircle Limited's strategy to broaden its operational base in the food processing sector.

Particulars:	Details
Name of Entity:	Nutricircle Europe ApS
Country:	Denmark
Registered Address:	Agro Food Park 13, 8200 Aarhus N
Share Capital:	DKK 20,000
Investment by Nutricircle Limited:	₹3,00,000
Shareholding Acquired:	100%
Date of Incorporation:	May 20, 2026
Incorporation Costs (excl. VAT):	DKK 15,000

Nutricircle Limited reported a net profit of ₹30.42 lakh for the financial year ended March 31, 2026, on revenue from operations of ₹1,775.05 lakh. The company's total income for FY26 rose to ₹1,776.61 lakh from ₹271.04 lakh in the prior year, while total expenses increased to ₹1,746.19 lakh. The statutory auditors issued a qualified opinion on the financial results due to the company's inability to provide confirmation for an unsecured loan of ₹50 lakh outstanding from Mr. K. Veersham.

Financial Performance

The board approved the audited financial results at a meeting held on May 26, 2026. The company's earnings per share (EPS) for FY26 was ₹0.30. The paid-up equity share capital increased to ₹1,110 lakh from ₹1,000 lakh, following the conversion of 11,00,000 share warrants into equity shares on February 13, 2026, for a total consideration of ₹1,10,00,000.

Metric	FY26 (₹ Lakh)	FY25 (₹ Lakh)
Revenue from Operations	1,775.05	270.48
Total Income	1,776.61	271.04
Total Expenses	1,746.19	258.94
Net Profit	30.42	12.09
EPS (Basic)	0.30	0.36

Statement on Impact of Audit Qualifications

M/s N S V R & Associates LLP, the statutory auditors, noted that the company could not provide a balance confirmation or alternative evidence for the unsecured loan of ₹50 lakh from Mr. K. Veersham. In the absence of such confirmation, the auditors were unable to verify the completeness and accuracy of the loan balance, leading to a limitation in the scope of the audit and a qualified opinion.

Management's View

Management stated that the amount of ₹50 lakh was paid during 2017-18 to Mr. K. Veersham, a Crop Organizer farmer, for cultivating Quinoa, Jowar, and Chickpea. The crops were completely damaged due to adverse climate conditions without yield. While Mr. K. Veersham promised to cultivate future breeds in compensation, the company has been negotiating for years without a response. The company confirmed that recovery is certainly not possible and that it is unable to take rigorous steps due to the sensitivity of the matter involving farmers. The adjusted figures after considering the qualification remain unchanged, with Net Profit at ₹30.42 lakh and Total Assets at ₹822.78 lakh.

Asset Position

As of March 31, 2026, the company's total assets were valued at ₹822.78 lakh, up from ₹671.79 lakh in the previous year. Non-current assets increased to ₹7.53 lakh, while current assets stood at ₹815.25 lakh. Trade receivables rose to ₹80.15 lakh from ₹17.90 lakh in FY25. Cash and cash equivalents decreased to ₹2.40 lakh from ₹138.80 lakh. The board appointed M/s Manas Dash & Co., Chartered Accountants, as the internal auditor for the financial year 2026-27, effective May 26, 2026.