Valecha Engineering Ltd Auditor Reports

To The Members of Valecha Engineering Limited Report on the Audit of Standalone Financial Statements

Corporate Insolvency Proceedings as per Insolvency and Bankruptcy Code, 2016 (IBC)

1. The Honourable National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an Insolvency and Bankruptcy petition filed by a Financial

Creditor under Section 7 of Insolvency & Bankruptcy Code, 2016 ("IBC") against Valecha Engineering Limited ("the Company") vide its order dated 21.10.2022 and appointed Mr. Anurag Kumar Sinha to act as the Interim Resolution Professional (IRP) (Later on confirmed as Resolution Professional(RP) by CoC). Anurag Kumar Sinha in his capacity as IRP had taken control and custody of the management and operations of the Company from October 21, 2022. Thereafter, Committee of Creditors of the Corporate Debtors, at the meetings of the CoC held on November

30, 2022, has confirmed the Interim Resolution Professional as the Resolution Professional ("RP"). RP has invited multiple resolution plans for revival of the Company. The Resolution Plan submitted by one of the Resolution Applicant has been approved by the members of the Committee of Creditors ("CoC"). The RP filed an application bearing IA No. 5819(MB) of 2023 in the Company Petition under Section 30(6) of the Code before the Honble NCLT for its consideration and approval of the Resolution Plan. The same is pending for approval before Honble NCLT Mumbai.

In terms of Sections 14(4) and 31(3) of the Code, until the resolution plan is approved by the Honble NCLT, the moratorium shall continue to be in effect and accordingly, the RP shall, continue to manage operations of the Company on a going concern basis during the CIRP.

Qualified Opinion

We have audited the accompanying standalone financial statements of Valecha Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects, if any, of the matters described in the "Basis for Qualified Opinion" paragraph of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting

Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw attention to: i. As explained in Note No. 45 to the Standalone Statement, Honble National Company Law Tribunal ("NCLT"), Mumbai Bench has passed an order dated 09th October 2023 for initiation of the Corporate Insolvency Resolution Process ("CIRP") in respect of Valecha Kachchh Toll Roads Limited (VKTRL), a subsidiary of the Company, under the provisions of the Insolvency and Bankruptcy Code, 2016 and appointed Mr. Avil Jerome Menezes as Interim Resolution Professional ("IRP") (later on confirmed as Resolution Professional(RP) by Committee of Creditors (CoC)) to carry out the functions as mentioned under I & B Code for initiation of CIRP.

Valecha Engineering Limited (VEL) has given Corporate Guarantees of Rs.990.70 Crores for the loans availed by VKTRL which have been invoked by the secured financial creditors of VKTRL. However, the Company has not made any provision in this regard in view of initiation of CIRP against VKTRL and also in view of likely resolution of the account of VEL during CIRP. The Company has also neither evaluated any impairment provisions for expected credit losses (ECL) as required under Ind AS 109

"Financial Instruments" nor made any fair valuation as per the requirements of Ind AS 113 "Fair Value Measurements" in respect of its Investment made of Rs. 39.84 crores and loan given of Rs. 73.46 crores to VKTRL, in view of likely resolution in CIRP of the Company. Had the Company made provision towards impairment of such outstanding Loans, Investments and Corporate Guarantees to VKTRL, the Net Loss of the Company would have increased by Rs. 1104.00 Crores. ii. As explained in Note No. 46 to the Standalone Statement, Valecha LM Toll Private Limited (VLMTPL), an erstwhile step down subsidiary of the Company, has been referred to liquidation vide Order dated 27th October, 2020 of Honble NCLT, Mumbai and liquidation process has commenced. As informed by Liquidator of VLMTPL, all the assets of VLMTPL have been auctioned except Income Tax receivable and security deposit of sales tax and the proceeds have been distributed amongst the secured financial creditors of VLMTPL. Further, Corporate Guarantees of Rs.261.14 Crores given by VEL has been invoked by the secured financial creditors of VLMTPL. However, the Company has not made any additional provision in this regard in view of likely resolution in CIRP of the Company.

Had the Company made provision towards impairment of such Corporate Guarantees to VLMTPL, the Net Loss of the Company would have increased by Rs 261.14 Crores. iii. As explained in Note 47 to the Standalone Statement, the Company has not evaluated impairment provisions for expected credit losses

(ECL) as required under Ind AS 109 "Financial Instruments" in relation to Investments aggregating to Rs. 2.19 crores in four subsidiary companies, Loans & advances aggregating to Rs.180.45 crores given to its four subsidiary companies and one step-down subsidiary company.

Further, Corporate Guarantees aggregating to Rs.168.81 crores to Banks on behalf of one Subsidiary company and one Step-down Subsidiary company has been invoked by the respective secured financial creditors of the above mentioned subsidiary and step down subsidiary. However, no provision has been made by the Company in this regard in view of likely resolution in CIRP of the Company.

Had the Company made provision towards impairment of such Investments, Loans and Corporate Guarantees, the Net Loss of the

Company would have increased by Rs. 351.45 Crores. iv. As explained in Note No. 48 to the Standalone Statement, the Company has not evaluated expected credit losses for long outstanding Trade Receivables of Rs. 303.09 crores which includes Rs. 99.45 crores pertaining to additional claims raised during earlier years due to price escalation and various other reasons which are under consideration and deliberation before various authorities.

The Company has also not evaluated impairment provisions for expected credit losses as required under Ind AS 109 "Financial Instruments" for loans given to related parties (other than subsidiaries, step down subsidiaries and associate company) amounting to Rs. 6.50 crores, loans given to other than related parties amounting to Rs. 26.11 crores and advances to suppliers amounting to Rs. 33.87 crores as at

March 31, 2024.

In absence of any detailed information regarding the recoverability of such loans and advances, third party confirmation/reconciliations for such trade receivables and loans and advances, we are unable to comment upon the recoverability and corresponding impact of impairment on the standalone financial statements for the year ended March 31, 2024. v. As explained in Note No. 49 to the Standalone Statement, the Company has not recognised interest payable on its borrowings from Banks and NBFCs since April 1, 2018 in view of the settlement proposals pursued in the prior years wherein the Company expected a settlement at an amount lower than the liabilities already recorded in books of accounts. The Company continues to not recognise the interest payable on its borrowings during the year ended March 31, 2024 in view of likely resolution in CIRP of the Company.

The Company has also not provided for interest liability which may arise towards delayed payment / non-payment of dues towards tax deducted at source as on March 31, 2024.

In absence of any further detailed information, we are unable to comment upon the resultant impact, if any, on the standalone financial statements for the year ended March 31, 2024, which may arise on account of non-provision of interest on loans and statutory dues as referred above. vi. As explained in Note No. 50 to the Standalone Statement, the Company has an outstanding principal liability of Rs. 22.94 crores as at March 31, 2024 payable to public fixed deposit holders. In view of the already weak financial position of the Company, the Company has not provided any further interest on these outstanding overdue deposits in prior years. The Company continues to not recognise any interest payable on the outstanding liability payable to Fixed Deposit holders in view of likely resolution in CIRP of the Company.

In absence of detailed information and computation of such interest including additional interest, if any, we are unable to comment upon its resultant impact on the standalone financial statements for the year ended March 31, 2024. vii. As explained in Note No. 51 to the Standalone Statement, Other Non-Current Assets as at March 31, 2024 includes Rs 31.35 crores receivable towards various indirect taxes from Government Authorities which are pending for assessments. However, in view of unavailability of information on status of such assessments or status of recoverability, we are unable to comment upon the resultant impact, if any on standalone financial statements for the year ended March 31, 2024.

Had the Company made provision towards such indirect taxes from Government Authorities, the Net Loss of the Company would have increased by Rs 31.35 Crores. viii. As explained in Note No. 52 to the Standalone Statement, the Company has many project sites which have either been de-mobilized or completed or otherwise shut / non-operational. The Company could not obtain details of transactions effecting, if any, through Bank accounts previously operated through such project sites. There have been no operations in such project sites during the year ended March 31, 2024. Such Project Sites comprises total assets of Rs. 84.36 crores [including Trade Receivables Rs. 70.46 crores and loans to other parties Rs. 5.54 crores referred in point iv above, balances with revenue authorities of Rs. 8.33 crores referred in point vii above] and total liabilities of Rs. 26.70 crores as at March 31, 2024. In view of unavailability of information, we are unable to comment upon the resultant impact, if any on standalone financial statements for the year ended March 31, 2024 had the said units been audited by us. ix. As explained in Note no 53 to the Standalone Statement, the Company has one in-operative and dormant Bank accounts for which no bank statements are available with the Company. The Company is in the process of obtaining the statements of such inoperative and dormant bank accounts.

In absence of such bank accounts details, we are unable to comment on the resultant impact if any on the standalone financial statements for the year ended March 31, 2024. x. As explained in Note no 54 to the Standalone Statement, the accounts of certain Banks, Loans & Advances given, Trade Receivables, Other Current Assets, Lenders liability, Trade Payables and Other liabilities are subject to confirmations, reconciliations and adjustments, if any, having consequential impact on the standalone financial statements for the year ended March 31, 2024 the amounts whereof are presently not ascertainable. xi. As explained in Note no 55 to the Standalone Statement, bank guarantees aggregating to Rs.13.40 crores have been invoked by customers of the Company. However, the Company has not provided for such invocation of bank guarantees in view of likely resolution in CIRP of the Company

Had the Company made provision towards Invocation of bank guarantees, the Net Loss of the Company would have increased by Rs 13.40 Crores. xii. As explained in Note no 57 to the Standalone Statement, RP has received claims from various operational and financial creditors. In certain instances, the amount of the claim admitted by RP under CIRP differs from the amount reflecting in the books of accounts of the Company. However, pending receipt of final order, the Company has not made any reconciliation / adjustments in its books of account vis-a-vis the claims made by the Creditors.

In absence of receipt of the final order, we are unable to comment upon the resultant impact, if any, on the standalone financial statements for the year ended March 31, 2024, which may arise on account of giving the order effect towards the reconciliations/adjustments in the books of accounts. xiii. There are various Legal Cases filed by / against the Company, since the cases are ongoing, we are unable to comment on any consequential impact in respect of the same on the standalone financial statements for the year ended March 31, 2024 the amounts whereof are presently not ascertainable.

The matters stated above except point (xi) and (xii) were also subject matter of qualification in our audit conclusion/ opinion on the standalone financial statements for the year ended March 31, 2023.

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered

Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Standalone financial Statements.

Material Uncertainty Related to Going Concern:

We draw attention to Note No. 49 & Note No. 56 to the Standalone Financial Statements which indicates that the Company has accumulated losses and its net worth has been substantially eroded and there has been defaults in repayment of various borrowings and deposits. These conditions, along with the commencement of CIRP proceedings as set forth in Note No 42, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the standalone financial Statements of the Company have been prepared on a going concern basis for the reasons stated in Note No.55 to the Standalone Financial Statement.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr. No Key Audit Matters	Auditors response
1 Revenue from Construction Contracts	Our procedures included:
There are significant accounting judgment including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition.	• Assessing the appropriateness of the Companys revenue recognition accounting policies in line with Ind AS 115 and testing thereof.
The Company recognizes revenue and profit/loss on the basis of stage of completion based on the proportion of contract costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion. The recognition of revenue and profit/loss therefore rely on estimates in relation to total estimated costs of each contract.	• Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness;
Refer to Note No. 2.7 Summary of significant accounting policies – "Revenue Recognition" of the Standalone Financial Statements	• Testing the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard;
	Testing a sample of contracts for appropriate identification of performance obligations;
	For the sample selected, reviewing for change orders and the impact on the estimated costs to complete;
	Discussion with the qualified & experienced project personnel regarding estimates of costs to complete for sample contracts, determination of milestones, various inherent contingencies in the contracts.
	• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Information Other than the Standalone Financial Statements and Auditors report thereon

The Companys Management is responsible for the preparation of other information. The Other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to the Board report, Corporate Governance report and

Shareholders information, but does not include the standalone financial statement and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on, the work we have performed, we conclude that there is a material misstatement of this other information; we required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Resolution Professional is currently managing the operations of the company and Standalone Financial Statements have been prepared on going concern basis. The Companys Management is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Resolution Professional is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Resolution Professional are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entitys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) Except for the matters stated in "Basis for Qualified Opinion" paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the matters stated in "Basis for Qualified Opinion" paragraphs above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and records.

(c) The Balance sheet, the Statement of Profit & Loss (including other comprehensive income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) Except for the effects / possible effects of matters described in the "Basis for Qualified Opinion" paragraphs above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015. (e) The matters described in the "Basis for Qualified Opinion" paragraphs above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2024 taken on records by the Board of

Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a Director in terms of Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial controls with reference to Standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure "B".

(h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, in our opinion and to the best of our information and according to the explanations given to us, the Company has not paid remuneration to its directors during the year.

(i) With respect to the other matters to be included in the Auditors report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the standalone financial statements disclose the impact of pending litigations on financial position of the Company. [Refer Note No. 32 & 58 to the Standalone Financial Statements] ii. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the Company has made provision, as required under the applicable law or Ind AS for material foreseeable losses, if any, on long-term contracts. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the Standalone Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) during the year by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company during the year from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub clause (i) and (ii) of Rule 11(e) of The Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contains any material misstatement. v. The Company has not declared or paid any dividend during the year ended March 31, 2024 and hence reporting compliance of Section 123 of the Act is not applicable. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which does not have a feature of recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

	For Bagaria & Co. LLP
	Chartered Accountants
	Firm registration No. 113447W/W-100019
Place: Mumbai	Vinay Somani
Date: May 30, 2024	Partner
	Membership No. 143503
	UDIN: 24143503BKDZJR5087

ANNEXURE "A" REFERRED TO IN PARAGRAPH "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF THE COMPANY FOR THE YEAR ENDED 31st March, 2024

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

i. a) In respect of Companys Property, Plant and Equipment (PPE) and Intangible Assets: A. The Company has maintained proper records, showing full particulars including quantitative details and situation of its PPE.

B. The Company does not have any intangible assets.

b) As explained to us, the Company has a phased program for physical verification of the property, plant & equipment for all major locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company and nature of its property, plant and equipment. Pursuant to the program of the physical verification of property, plant and equipment, physical verification of the assets has been carried out during the year and no material discrepancies were noticed on such verification.

c) Based on the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, other than properties where the company is lessee and lease agreements are duly executed in favour of the Company, are held in the name of the Company.

d) The Company has not revalued any of its Property, Plant and equipment (including right- of-use assets) and intangible assets during the year. Accordingly, the provisions of Clause 3(i)(d) of the Order are not applicable to the Company.

e) In our opinion and according to the information and explanations given to us, no proceedings have been initiated during the year or are pending as at 31st March, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder. Accordingly, the provisions of Clause 3(i)(e) of the Order are not applicable to the Company. (Refer Note no. 59 (A) to the standalone financial statements).

ii. a) According to the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification.

b) The Company has working capital limits in excess of 5 crore sanctioned by banks based on the security of current assets. The quarterly returns/statements, in respect of the working capital limits have not been filed by the Company with such banks.

iii. The Company has not made any investment nor provided any guarantees or security, or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year and hence reporting under Clause iii (a) to iii (f) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has generally complied with the provisions of Sections 185 and 186 of the Companies Act 2013, in respect of grant of loans, making investments and providing guarantees and securities, to the extent applicable.

v. According to the information and explanations given to us, during the year the Company has not accepted any deposit from the public. However, the Company has defaulted in repayment of Deposits accepted in previous years amounting to Rs.22.94 Crores. Further, the Company has also not made provision towards penal interest and fine as applicable under rule 21 of (Acceptance of Public Deposit) Rules, 2014. The public deposit holders, being the financial creditors are a part of the CoC as per Insolvency code and the repayment thereof is incumbent upon successful resolution plan for the Company.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays.

a) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable, except for the following :

Name of the Statute	Nature of the Dues	Amount (Rs. in Crores)	Period to which the amount relates	Due Date
Income Tax Act, 1961	Tax Deducted at source	1.08	FY 2016-17	7th day from the end of the relevant month.
		1.21	FY 2021-22
		0.14	FY 2022-23
Total		2.43
Goods and Service Act,	Goods and	0.01	FY 2017-18	20th day from the end of the relevant month.
2017	Service Tax	0.01	FY 2018-19
		0.01	FY 2019-20
		0.00	FY 2021-22
		0.03
Profession Tax Act, 1975	Profession Tax	0.00	FY 2022-23	30th day from the end of the relevant month.
		0.00	April 2023 to September 2023	30th day from the end of the relevant month.
		0.00
Provident Fund & Misc	Provident Fund	0.03	April 2022 to September 2022	15th day from end of the relevant month
Provision Act 1952
Total		0.03

b) There are no amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, Value Added Tax, Goods and Service Tax which have not been deposited on account of any disputes except as under:

Name of the Statute	Nature of the Dues	Amount (Rs.in Crs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Penalty proceedings towards Under Reporting Income	0.43	AY 2017-18	Commissioner of Income-tax (Appeals)
		2.58	AY 2016-17
		0.90	AY 2018-19

viii. According to the information and explanations given to us and based on our examination of records of the Company, there were no amounts to be recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Hence, reporting under Clause 3(viii) of the Order is not applicable to the Company. ix. (a) Based on our audit procedures and on the basis of information and explanations given to us, the Company has defaulted in the repayment of loans or other borrowings or in the repayment of interest thereon to the lenders as below:

	Amount of Default
Particulars	Principal	Interest*	Total	Period of Default
Term Loan
Central Bank Of India	35.98	13.04	49.02	3105 Days
Syndicate Bank	58.16	19.71	77.88	3012 Days
Yes Bank	6.90	1.65	8.56	2494 Days
State Bank of India (SBI)	12.08	3.47	15.56	2921 Days
Working Capital Facilities
State Bank of India	193.69	42.08	235.78	2923 Days
Axis Bank Ltd	72.54	20.83	93.37	2932 Days
Canara Bank	21.16	1.93	23.08	3092 Days
DBS Bank India Ltd	26.55	-	26.55	2282 Days
Fixed Deposits from Public	22.94	-	22.94	3499 Days
Machinery Loan
SREI Equipment Finance Ltd.	17.52	10.28	27.80	2556 Days
Total	467.53	112.99	580.52

*Interest on Borrowings has been accounted upto 31st March 2018(Refer Note no 49 of Standalone Financial Statements)

(b) According to the information and explanations given to us and representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has been declared as wilful defaulter by Canara Bank in 2021 and Central Bank of India in 2019.

(c) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of term loans during the year. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.

(d) During the year, the Company has not raised any short term funds during the year. Hence, the provisions of Clause 3(ix)(d) of the Order are not applicable to the Company.

(e) Based on our audit procedures and on the basis of information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary and associate. Accordingly, the provisions of Clause 3(ix)(e) of the Order are applicable to the Company.

(f) Based on our audit procedures and on the basis of information and explanations given to us, during the year the Company has not raised any funds on the pledge of securities held in its subsidiaries. Accordingly, the provisions of Clause 3(ix)(f) of the Order are not applicable to the Company.

x. (a) The Company has not raised any money by way of Initial public offer or further public offer (including debt instrument) during the year and hence, reporting under Clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, reporting under Clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud by or on the Company, noticed or reported during the year, nor have we been informed of such case by the management.

(b) During the year, no report under sub section 12 of Section 143 of the Act has been filed in Form ADT-4 as prescribed in Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle blower complaints received by the Company during the year.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of the Act and the details have been disclosed as required by the applicable Ind AS in Note 35 to the Standalone Financial Statements.

xiv. (a) In our opinion and according to the information and explanations given to us, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit issued to the Company during the year and till date, in determining nature, timing and extent of our audit procedures.

xv. Based on the information and explanations given to us, the Company has not entered into any non-cash transactions prescribed under Section 192 of the Act with directors or persons connected with them during the year. Therefore, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under Clause 3(xvi) (a), (b) and (c) of the Order is not applicable to the Company.

(b) As per the information and explanations given to us and as per the definition of Group under Core Investment Companies (Reserve Bank) Directions 2016, there are no Core Investment companies forming part of the group.

xvii. The Company has incurred cash losses of Rs 1.11 crores in the current financial year and Rs. 18.69 crores in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the year. Hence reporting under Clause 3(xviii) of the Order is not applicable to the Company.

xix. As referred to in ‘Material uncertainty related to Going concern paragraph in our audit report and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors / Resolution Professional and Management plans and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty that may cast a significant doubt on the Companys ability to continue as a going concern as on the date of audit report and the capability of the Company for meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. In our opinion and according to the information and explanations given to us and the records examined by us, no amount was required to be spent by the Company on the activities of CSR, as per provisions of Companies Act, 2013. Accordingly, reporting under paragraph 3(xx) of the Order are not applicable to the Company.

xxi. The reporting under clause 3(xxi) is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

	For Bagaria & Co. LLP
	Chartered Accountants
	Firm registration No. 113447W/W-100019
Place: Mumbai	Vinay Somani
Date: May 30, 2024	Partner
	Membership No. 143503
	UDIN: 23143503BGWEOJ1389

Annexure "B" referred to in "Report on Other Legal and Regulatory Requirements" section of our report to the members of Valecha Engineering Limited of even date

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the Internal Financial Controls with reference to financial statements of Valecha Engineering Limited ("the Company") as of 31st March, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential component of internal control stated in the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys Internal Financial Controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness.

Our audit of Internal Financial Controls with reference to financial statements included obtaining an understanding of Internal Financial Controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to financial statements includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorisations of management; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the entitys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of Internal Financial Controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Companys internal financial controls with reference to financial statements as at March 31, 2024: a. The Company is not having a full fledge ERP system to manage different operational activities. Accordingly, many of the operations, which would have been taken care by the system, required manual intervention and to that extent there are limitations in control system and processes.

The discrepancies noticed due to the above weakness, were, however, rectified by the year end with manual intervention. b. The Company did not have an appropriate internal control system at some projects sites which could potentially result in material misstatements in the Companys trade liabilities, trade receivables and other assets.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to financial statements were operating effectively as of March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the said Guidance Note.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31, 2024 and these material weaknesses affect our opinion on standalone financial statements of the Company for the year ended March 31, 2024 [our audit report dated May 30, 2024, which expressed an qualified opinion on those standalone financial statements of the Company].

	For Bagaria & Co. LLP
	Chartered Accountants
	Firm registration No. 113447W/W-100019
Place: Mumbai	Vinay Somani
Date: May 30, 2024	Partner
	Membership No. 143503
	UDIN: 23143503BGWEOJ1389