Valencia Nutrition Limited has announced the incorporation of a new subsidiary company, Valencia Nutracare Lifesciences Private Limited, on February 26, 2026. The Ministry of Corporate Affairs issued the Certificate of Incorporation on the same date, marking the formal establishment of the subsidiary entity.

Subsidiary Structure and Capital Details

The newly formed subsidiary has been established with specific capital parameters and ownership structure:

Valencia Nutrition Limited holds 75% of the paid-up share capital, making Valencia Nutracare Lifesciences Private Limited its subsidiary. The company subscribed to 7,500 equity shares of Rs. 10 each as a subscriber to the Memorandum of Association.

Business Focus and Industry Alignment

The subsidiary will operate in the food processing and health & wellness industry. Valencia Nutracare Lifesciences Private Limited has been established with comprehensive business objectives focusing on:

• Research and development of nutraceuticals
• Manufacturing of dietary supplements
• Marketing and sale of infant, maternal and pediatric nutrition products
• Development of functional foods and allied nutritional formulations

This business focus aligns with the growing health and wellness sector, expanding Valencia Nutrition's presence in specialized nutritional products.

Related Party Transaction Details

The incorporation qualifies as a related party transaction under Section 2(76) of the Companies Act, 2013, given the subsidiary relationship. Mr. Manish Turakhia, a promoter of Valencia Nutrition Limited, holds 25% of the equity share capital of the subsidiary in his individual capacity. No other promoters, promoter group members, or group companies have any interest in the subsidiary except through the parent company's shareholding.

Regulatory Compliance

The incorporation has been disclosed in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The announcement was made on February 27, 2026, following the regulatory requirements for material events and corporate actions. No additional governmental or regulatory approvals are required for this incorporation, as indicated in the company's filing.

Valencia Nutrition Limited has announced the conversion of warrants into equity shares by its promoter, marking a significant corporate action that strengthens promoter ownership. The BSE SME-listed nutrition and beverages company disclosed the transaction under SEBI regulations, highlighting the strategic move to enhance the promoter's stake through warrant conversion.

Warrant Conversion Transaction Details

Manish Pravinchandra Turakhia, the company's Managing Director and promoter, converted warrants to acquire 10,90,000 equity shares through preferential allotment on February 10, 2026. The transaction was executed at an issue price of Rs. 40.00 per share, including a premium of Rs. 30.00 over the face value of Rs. 10.00 per share.

Shareholding Pattern Changes

The warrant conversion resulted in significant changes to both the company's share capital structure and the promoter's ownership percentage. Prior to this transaction, Turakhia held 52,96,733 shares representing 30.74% of the company's equity capital.

Regulatory Compliance and Disclosures

The company filed the necessary disclosure under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015, on February 12, 2026. Jay Shah, Whole-Time Director & CFO, submitted the compliance documents to BSE Limited, ensuring adherence to regulatory requirements for insider trading disclosures.

Fully Diluted Shareholding Analysis

On a fully diluted basis, assuming conversion of the remaining convertible warrants into equity shares at a 1:1 ratio, Turakhia's enhanced position strengthens his control over the company. The warrant conversion demonstrates the promoter's confidence in the company's growth prospects and commitment to maintaining significant ownership.

Company Profile

Valencia Nutrition Limited operates in the nutrition and beverages sector with popular brands including Bounce Superdrinks, Roar Energy Drinks, Koffico, and Zu Tonic. The company is listed on BSE SME platform under scrip code 542910 with ISIN INE08RT01016. The company maintains its registered office at Neelkanth Business Park, Vidyavihar West, Mumbai, and continues to comply with all SEBI regulations regarding substantial acquisitions and insider trading disclosures.