Directors Report of Valencia India Ltd.

Mar 31, 2025

Your Directors are pleased to present Eighth (08th) Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2025 is given below:

(Rs. in Lakhs)
Particulars	2024-2025	2023-2024
Revenue from Operations	767.73	711.49
Other Income	-	-
Total Revenue	767.73	711.49
Less Depreciation	47.00	13.00
Profit Before Tax	284.23	253.54
Less Current Income Tax	59.06	68.04
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	13.87	1.39
Net Profit after Tax	211.30	184.12
Earning per share (Basic)	2.35	2.05
Earnings per Share(Diluted)	2.35	2.05

2. NATURE OF BUSINESS

The Company is involved in the Hospitality Business.

3. FINANCIAL PERFORMANCE

The Company has turnover of Rs. 767.73/- (Rs. In Lakhs) and the company has book Net Profit of Rs. 211.30/- (Rs. in Lakhs) for the year under review.

The Earnings Per Share of the financial year under review is 2.35 whereas of the last financial year is 2.05.

4. DIVIDEND

Your Directors do not recommend payment of any dividend for the financial year under review, as the company has no earnings to distribute as dividend among the members.

5. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

6. RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under review.

7. SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2025 is Rs. 13,50,00,000.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 9,00,00,000.

The Company has made bonus issue of 89,70,000 shares of face value of Rs. 10/- per equity share on July 15, 2024.

**The Company has come up with SME IPO and allotted 39,99,600 equity shares of face value of Rs. 10 each for cash at a price of Rs. 110/- per equity share including share premium of Rs. 100/-per equity share aggregating to Rs. 4399.56 Lakhs on July 01, 2025.

8. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the salient feature of the financial statement of a company''s associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

9. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

• APPOINTMENTS ON BOARD

a. Mr. Dhavalkumar Kaushikkumar Chokshi, appointed as CFO of the Company as on 01.05.2024.

b. Mr. Keyur Jitendra Patel is appointed as Managing Director and Chairman of the company as on 30.04.2024.

c. Mr. Prakash Deepakbhai Mahida designation is changed from Executive Director to NonExecutive Director w.e.f. 01.05.2024.

d. Ms. Amita Chhaganbhai Pragada is appointed as Non-Executive Independent Director w.e.f 30.04.2024.

e. Mr. Bhuvnesh Kumar is appointed as Non-Executive Independent Director w.e.f 30.04.2024

f. Ms. Twinkle Rathi is appointed as Company Secretary of the Company w.e.f 01.05.2024

• NUMBER OF BOARD MEETINGS

• Ten Board Meetings were held during the Financial Year ended March 31, 2025, in respect of which meetings proper notice were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

• DIRECTOR RETIRED BY ROTATION:

Mr. Prakash Deepakbhai Mahida (DIN: 08165045), who retire by rotation and being eligible, offers himself for re-appointment as Director in this AGM.

• MEETING OF INDEPENDENT DIRECTORS:

A Separate meeting of the Independent Directors of the Company was held on March 25, 2025 at registered office of the Company as per Section 149(8) read with Schedule IV of Companies Act, 2013.

• APPOINTMENT OF KEY-MANAGERIAL PERSONNEL:
	NAME	DESIGNATION	CHANGE	W.E.F.
	Twinkle Rathi	Compliance Officer	Appointment	01.05.2024
	Dhavalkumar Kaushikkumar Chokshi	Chief Financial Officer	Appointment	01.05.2024

• DECLARA TION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

• FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

• STATEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

• COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

The Audit Committee is constituted and has met four times during the Financial Year 2024-25 on 31^st August, 2024, 14^Th November, 2024, 20^Th December, 2024 and 27^th March, 2025.

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: https://www.valenciaindia.in/

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

The Nomination Remuneration Committee is constituted and has met once during the Financial Year 2024-25 i.e. on 27^th March, 2025.

3. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith. The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors during the Financial Year 2024-25 and no investor complaints were outstanding as on 31st March 2025.

The Stakeholder Relationship Committee is constituted and has met four times during the Financial Year 2024-25 on 31^st August, 2024, 14^Th November, 2024, 20^Th December, 2024 and 27^th March, 2025.

10. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

11. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: https://www.valenciaindia.in/.

12. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Net worth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3) (o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilizing alternate sources of energy	NIL
the capital investment on energy conservation equipment’s	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) The expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

14. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

Every Listed Company is require to give disclosure under Section 197(12) of Companies Act, 2013 with regard to payment of remuneration to Director and Key Managerial Personnel. However your company was unlisted as on March 31, 2025, therefore such disclosure has not been annexed to this report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-I", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and Redressal of complaints of sexual harassment at workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

During the financial year 2024-25, the Company has not received any compliant on sexual harassment. The policy is available on the following web-link of the Company:

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2025, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s Operations in Future:

As per the information available with the Board of Directors, there were no such orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Shifting of Registered Office of The Company

The company Shift its registered office of the Company from OFFICE NO. 1030, GALA EMPIRE, OPP. T.V. TOWER DRIVE IN ROAD, THALTEJ, AHMEDABAD, GUJARAT, INDIA, 380054 to UNIT NO. 927 GALA EMPIRE, OPP. DOORDARSHAN TOWER, DRIVE IN ROAD, THALTEJ, AHMEDABAD-380054 GUJARAT INDIA as on in the board directors meeting of the company held on 7^th May ,2024.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A) (II) Of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) Of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company is annexed hereto and marked as "Annexure - II" and forms part of this Report.

17. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

18. AUDITORS Statutory Auditors:

The Auditor''s report given by M/s. Doshi Doshi & Co, Chartered Accountants (FRN: 153683W), on the Financial Statements of your Company, for the year ended March 31, 2025, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their Report. In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has been placed as an agenda item in the AGM Notice for the approval of the shareholders.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed CS Sonu Jain, Practicing Company Secretary, as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as "Annexure III".

19. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company''s operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee.

20. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

22. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

23. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is engaged in the production of the goods or providing services, as specified in "Regulated Sector" of the Act having an overall turnover from all its products and services of rupees thirty five crore or more during the immediately preceding financial year, includes cost records for such products or services in their books of accounts as required to maintain cost accounts and records.

24. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

25 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has setup the Internal complaints committee and the said committee has framed the policy "Prevention of Sexual Harassment" on prevention, prohibition and Redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

26. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as

applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

27. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year under review; therefore no valuation was made.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

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Mar 31, 2024

Your Directors are pleased to present SEVENTH (07th) Annual Report on the business
and operations of the Company together with the Audited Statements of Accounts for
the financial year ended on March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March
31, 2024 is given below:

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operations	711.49	522.70
Other Income	-	-
Total Revenue	711.49	522.70
Less Depreciation	13.50	7.36
Profit Before Tax	252.76	86.12
Less Current Income Tax	68.04	25.24
Less Previous year adjustment of	-	0.26
Income Tax
Less Deferred Tax	1.39	(0.63)
Net Profit after Tax	183.34	61.25
Earning per share (Basic)	1597.64	612.53
Earnings per Share(Diluted)	-	-

2. NATURE OF BUSINESS

The Company is involved in the Hospitality Business.

3. FINANCIAL PERFORMANCE

The Company has turnover of Rs. 711.49/- (Rs. In Lakhs) and the company has
book Net Profit of Rs. 183.34/- (Rs. in Lakhs) for the year under review.

The Earnings Per Share of the financial year under review is 1597.64 whereas of
the last financial year is 612.53.

4. DIVIDEND

Your Directors do not recommend payment of any dividend for the financial year
under review, as the company has no earnings to distribute as dividend among
the members.

5. RESERVES

Profits of the year Rs. 183,34/- (Rs in Lakhs) under review has been transferred
into reserves. Futhermore, Securities Premium rasied on account of Issue of Right
shares of Rs. 598 /- (Rs in Lakhs) also shall be part of Reserves.

6. SHARE CAPITAL

The company has increased its authorized share capital to Rs. 13,50,00,000
(Rupees Thirteen Crores Fifty Lakhs only) from Rs. 100,000 (Rupees One Lakh
only) in extra-ordinary general meeting held on January 20, 2024.

Furthermore, the Right issue of 20,000 shares of face value Rs. 10/- each at a price
of Rs. 3000/- each including premium of Rs. 2990/- per share in board meeting
held on March 05, 2024.

7. CHANGE IN NAME

The company changed its name from VALENCIA INDIA PRIVATE LIMITED to
VALENCIA INDIA LIMITED by virtue of conversion of private limited company to
public limited company in the Extra-ordinary general meeting of the company held
on Wednesday, 01^st May, 2023.

8. DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONS APPOINTED/ RESIGNED

Mr. Keyur Jitendra Patel was appointed as Executive Director in the extra-ordinary
general meeting held on 20^th January, 2024. Thereafter, he was appointed as
Managing Director of the Company in the Extra-ordinary General Meeting held on
30^th April, 2024.

9. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint
Ventures.

10. DEPOSITS

The Company has neither invited/ accepted nor renewed any deposits within the
meaning of Chapter V other than the exempted deposit as prescribed under the
provision of the Companies Act, 2013 and the rules framed there under, as
amended from time to time. Hence there are no particulars to report about the
deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed
by any Regulators or Court or Tribunals which may have impact on the going
concern status or on the Company''s operation in future.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption,
Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
regarding conservation of energy and technology absorption is Nil.

Further, during the period under review, following were earning and expenditure
in Foreign Currency:

Details	2023-2024	2022-2023
Earning in Foreign Currency	-	-
Expenditure in Foreign Currency	-	-

13. PARTICULARS OF EMPLOYEES

There are no employees drawing the remuneration in excess of ceiling prescribed
under the Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Section 134 of the Companies Act,
2013 as amended from time to time. Hence no information is required to be
appended to this report in this regard.

14. STATUTORY AUDITORS

M/s. LAKHANI ISMAILI TUNDIYA & ASSOCIATES, Chartered Accountants (FRN:
119573W) were Statutory Auditors of the Company for a period of five (5) years
i.e. from F.Y. 2018-19 to F.Y. 2022-23 resigned w.e.f 20^th Jaunuary, 2024.

M/S DOSHI DOSHI & CO. CHARTERED ACCOUNTANTS (FRN 153683W), are

appointed as statutory auditors of the company from F.Y. 2023-24 to F.Y. 2027-28
in the extra-ordinary general meeting held on 20^th January, 2024.

There are no Qualification/reservations by the Statutory Auditor''s in their report
for the financial year 2023-2024.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of the Company for the year ended
March 31, 2024 the Board hereby submit its Responsibility Statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures, wherever applicable;

(b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss of the company for
that period;

(c) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

16. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE

No material changes and commitments affecting the financial position of the
Company occurred during the year under review.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided
any guarantees and securities for the year under review under section 185 and
186 of the Companies Act, 2013.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All Transactions/Contracts/Arrangements entered into by the Company with
Related Party (ies) as provided under the provisions of Section 2 (76) of the
Companies Act, 2013, during the Financial Year under review were in ordinary
course of business and on an Arm''s Length Basis.

Further, none of these Contracts/Arrangements/Transactions with Related Parties
could be considered material in nature as per the thresholds given in Rule 15(3) of
the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no
disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-I", which
forms part of this Report.

19. NUMBER OF BOARD MEETINGS

Six Board Meetings were held during the Financial Year ended March 31, 2024, in
respect of which meetings proper notice were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.
The maximum gap between any two Board Meetings was less than one Hundred
and Twenty days.

The names of Directors of the Board, their attendance at the Board Meetings are
as under:

SRN	Date of Board Meeting	Directors Present
1 1	15.05.2023	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
2	31.08.2023	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
3	26.12.2023	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
4	21.02.2024	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
5	05.03.2024	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
6	15.03.2024	PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI

20. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT REMUNERATION,
DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on directors'' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section 178(1) and
section 178(3) of Companies Act, 2013 is not applicable to the Company.

21. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is
not applicable, as the company does not have Networth of Rs. 500 crores or
Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which
is under review and hence the company is not required to comply with the
provision of section 134(3)(o) of the Companies Act, 2013.

22. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control
the probability and/or impact of unfortunate events or to maximize the realization
of opportunities. The Company has laid down a comprehensive Risk Assessment
and Minimization Procedure which is reviewed by the Board from time to time.
These procedures are reviewed to ensure that executive management controls
risk through means of a properly defined framework. The major risks have been
identified by the Company and its mitigation process/measures have been
formulated in the areas such as business, project execution, event, financial,
human, environment and statutory compliance.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not have any women employees and therefore there arise no
need of adopting a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and the
Rules made thereunder.

However the Directors assured that once any women appointed on the Board of
the Company or otherwise, the needful will be done.

24. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with all the provisions of Secretarial Standards on
Board Meetings and General Meetings issued by The Institute of Company
Secretaries of India.

25. APPRECIATION

Your Directors would like to express their sincere appreciation for the co¬
operation and assistance received from all those who have extended their valuable
sustained support and encouragement during the year under review.

Your Directors look forward for the continued support and confidence of every
stakeholder in the future.

f tlTe Order of the Boaird

VALENCIA

wc_Js§ MZjrJ

_jhsa&rfS^ATEL KAUSHIKKUMARxSBHShL

Date: 16-07-2024 MANAGING DIRECTOR Director

Place: Ahmedabad DIN: 00252431 DIN: 01697664