Valecha Engineering Ltd Directors Report

DIRECTORS REPORT

To

The Members,

Your Directors hereby present the 48^th Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended March 31, 2025.

FINANCIAL RESULTS:

Financial Highlights (Standalone)	Rs. in Crores
	2024-25	2023-24
Revenue from Operations	29.65	57.01
Other Income	1.90	1.61
Total Revenue	31.55	58.62
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax	4.10	(0.81)
Less: Finance Cost	-	0.19
Profit before Depreciation, Exceptional Items and Tax	4.10	(1.00)
Less: Depreciation and Amortization Expenses	0.35	0.50
Profit /(Loss) before Exceptional Item and Tax	3.75	(150)
Exceptional Item	433.62	-
Profit/ (Loss) before Tax	437.37	(150)
Provision for Tax (Including earlier Year Taxation)	-	-
Profit /(Loss) after Tax	437.37	(150)
Other comprehensive income/(loss) for the year	0.05	0.06
Total comprehensive income for the year	437.42	(144)
Retained Earnings- Opening Balance	(156.14)	(154.64)
Add: Profit/ (Loss) for the Year	437.37	(150)
Less: Transfer from Retained Earnings to Capital Reserve	(454.77)	-
Retained Earnings- Closing Balance	(173.54)	(156.14)

REVIEW OF OPERATIONS

During the period under review, based on Standalone financial statements, the Company earned total Revenue for the year ended 31.03.2025 of Rs. 31.55 Crore and the company earned Rs. 58.62 Crore income in the previous year ended 31.03.2024. Profit after tax for the year ended 31.03.2025 stood at Rs. 437.37 Crore (which includes Gain from Exceptional Items of Rs. 433.62 Crore) as compared to loss after tax of Rs. 1.50 Crore for the year 31.03.2024.

1. Share Capital: The paid up Equity Share Capital as on 31st March, 2025 was Rs. 22.53 Crores. In terms of National Company Law Tribunal Order dated 25.06.2024, the Board of directors in their meeting held on 27.12.2024 approved the allotment as under:

CATEGORY	List of Allottees	No of Equity Share of Rs 10/- each	%
Promoters	J K solutions Private Limited	1,14,90,313	51%
Promoter group	Aether Perspectives LLP (Formerly One Media facility Management)	99,13,211	44%
Sub total		2,14,03,524	95%
Public share holders	Public share holders	11,26,501	5%
	Total	2,25,30,025	100%

The Compliances- Corporate Action for the aforesaid allotment Equity Shares are in progress at Ministry of Corporate Affairs vide PAS-3 Return of Allotment, for Listing & Trading BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), at National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

2. Dividend: The Board of Directors does not recommend any dividend for the year ended 31st March, 2025.

3. Reserves: No amount is being transferred to reserves.

However during the year, from the balance of Retained Earnings, Rs.454.77 crores has been transferred to Capital Reserve, amount being capital receipt.

4. Operations/ State of affairs during the year:

Standalone: During the period under review, based on Standalone financial statements, the Company earned total Revenue for the year ended 31.03.2025 of Rs. 31.55 Crore and the company earned Rs. 58.62 Crore income in the previous year ended 31.03.2024. Profit after tax for the year ended 31.03.2025 stood at Rs. 437.37 Crore (which includes Gain from Exceptional Items of Rs. 433.62 Crore) as compared to loss after tax of Rs. 1.50 Crore for the year 31.03.2024.

The Company has achieved a consolidated turnover of Rs. 46.96 crores for the year ended 31^st March, 2025 against Rs. 70.56 crores in the previous year. The consolidated profit after tax of Rs. 228.37 crores (which includes Gain from Exceptional Items of Rs. 433.62 crores) against the loss after tax of Rs. 197.70 crores in the previous year.

5. Fixed Deposits: In terms of in terms of National Company Law Tribunal Order dated 25.06.2024, the amount has been refunded to concerned Fixed Deposit Holders who had lodged their claim along with the requisite documents. Accordingly DPT -3 Return of Deposits as at 31.03.2025 has been filed with Ministry of Corporate Affairs giving effect of the aforesaid order. Accordingly, fixed Deposits amount outstanding is NIL as at 31.03.2025.

6. Material changes and commitments: There have been no material changes and commitments, affecting the financial position of the company between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. Changes in the nature of business: There has been no change in the nature of business.

8. UPDATE:

1. The Subsidiary Company Valecha L M Toll Private Limited (VLMTPL) (VEL Stake - 74%).

VLMTPL, an erstwhile step down subsidiary of the Company, has been referred to liquidation in terms of the provisions of Section 33 of IBC, 2016, vide Order dated 27th October, 2020 of Honble NCLT and Mr. Udayraj Patwardhan, Resolution Professional having IBBI Registration No. IBBI/IPA-001/IP-PP00024/ 2016-2017/10057, has been appointed as Liquidator of the Corporate Debtor.

As informed by Liquidator of VLMTPL, there are no pending assets of the Corporate Debtor (VLMTPL) and accordingly application for dissolution has been filed with the Honble Adjudicating Authority on April 02, 2025.

In terms of advice from Mr. Udayraj Patwardhan, Resolution Professional, all statutory records have been handed over to them.

2. The Subsidiary Company Valecha Kachchh Toll Roads Limited (VKTRL) (VEL) Stake - 58%).

Honble, NCLT, Mumbai passed Order dated 09.10.2023 in Company Petition No. CP (IB) 360(MB)/2023 filed by Canara Bank, the Financial Creditor Petitioner, under section 7 of Insolvency & Bankruptcy Code, 2016 (I&B Code) against Valecha Kachchh Toll Roads Limited (VKTRL), Corporate Debtor, for initiating Corporate Insolvency Resolution Process (CIRP).

Mr. Avil Jerome Menezes, a Registered Insolvency Professional having Registration Number [IBBI/IPA-001/IPP00017/2016-17/10041] has been appointed as Interim Resolution Professional (IRP)(later on confirmed as RP by Committee of Creditors (CoC)), to carry out the functions as mentioned under Insolvency & Bankruptcy Code, 2016 for running the CIRP of the Company. Further pursuant to Section 30(4) of IBC, 2016, Resolution plan for revival of the company, submitted by Resolution Applicant has been approved by CoC of VKTRL in the CoC meeting held on 28^lh March 2025 with the requisite majority and the same is pending for adjudication before the Honble NCLT, Mumbai Bench.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013, and Rules thereunder:

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption: During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

C. Foreign Exchange Earnings & Outgo:

		(Rs. in lakhs)
	2024 - 25	2023 - 24
Foreign Exchange Outgo	NIL	NIL
Foreign Exchange Earned	NIL	NIL

10. Details of Subsidiary/Joint Ventures/Associate Companies:

As on 31^st March, 2025, the Company has the following 7 subsidiaries /15 Joint Ventures namely:-

Subsidiary Companies

1. Valecha Infrastructure Limited

2. Professional Realtors Private Limited

3. Valecha LM Toll Private Limited (under liquidation)

4. Valecha Badwani Sendhwa Tollways Limited

5. Valecha Kachchh Toll Roads Limited (under CIRP Process)

6. Valecha International FZE

7. Valecha Reality Limited

Joint Ventures

1. Valecha CSR (JV)

2. Valecha TTC (JV)

3. Valecha SDPL (JV)

4. Valecha Shradhha (JV)

5. Valecha SGCCL (JV)

6. Valecha VKJ (JV)

7. Ashoka Buildcon - VEL (JV)

8. Valecha - ECCI (JV)

9. Valecha - Transtonnelstroy (JV)

10. KSSIIPL - VEL (JV)

11. Valecha - Shivalaya - Intradel (JV)

12. Bitcon - VUBEPL - GCC-Valecha (JV)

13. Valecha Atcon (JV)

14. Valecha - Matere (JV)

15. Valecha - RE Infra (JV)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries in Form AOC-1 forms part of the Financial Statement and hence not repeated here for the sake of brevity.

11. Consolidated Financial Statements:

The audited Consolidated Financial Statements of the Company also form part of the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries as on 31.03.2025 on its website www.valecha.in. The Company will make available the audited annual accounts and associated information of its subsidiaries, upon request by any of its shareholders.

12. Particulars of Loans, Guarantees or Investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. Auditors and their Report:

Statutory Auditor M/s. Jain Jagawat Kamdar & Co. conducted the Statutory Audit for the year 2024-25. The Independent Auditors Report to the members of the Company in respect of the Standalone and Consolidated Financial Statements for the year ended 31^st March, 2025 form part of this Annual Report.

M/s. Jain Jagawat Kamdar & Co. Chartered Accountants, Mumbai (Firm Registration No.: 122530W) has consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors Remarks: Relevant Notes to Standalone Financial Statement provide clarification to the Auditors opinion in related points of the Audit report (Standalone) Relevant Notes to Consolidated Financial Statement provide clarification to the Auditors opinion in related point of the Audit report (Consolidated).

Secretarial Auditors: Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ragini Chokshi & Co, Practicing Company Secretary (Membership No.2390), firm of Company Secretaries in practice, has been re-appointed to undertake the Secretarial Audit for the financial year ended 31^st March, 2025. Their Report is annexed as FORM MR-3 to this report.

14. Adequacy of Internal Financial Control: The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information to Directors.

15. Directors:

Declaration by Independent Directors:

Mr. Ashish Mittal, Mr. Vipul Bansal & Ms. Ashlesha Shachindra Raythattha Non- Executive & Independent Directors on the Board of the Company, confirm that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and has given declaration that they meet the criteria of independence as provided in section 149 (6) of the Act, and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Non-Executive and Independent Directors of the company had no pecuniary relationship or transactions with the company. In the opinion of the Board, they fulfill the conditions of independence as specified and is independent of the management.

16. Board Evaluation

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee for the year 2024-2025 was carried out by your Company.

For the year 2024-2025, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

17. Meetings of the Board of Directors:

The details of the number of meetings of the Board held during the financial year 2024-25 forms part of the Corporate Governance Report.

18. Committees of the Board of Directors:

The Board of Directors have the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance section of this Report.

19. Policies of the Board of Directors

I. Corporate Social Responsibility

During the year under review, in view of the losses during previous two years, provisions of Section 135(1) of the Companies Act, 2013 with respect to CSR Expenditure is not applicable for current and previous financial year.

II. Vigil Mechanism/Whistle Blower

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy with a view to maintain high standards of transparency in Corporate Governance, deal with unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy, if any. No communication from any employee of the company under the Whistle Blower Policy was received during the year under review.

III. Remuneration Policy for Directors, Key Managerial Personnel and other employees A. Executive Directors

i. No remuneration were paid to Whole Time Directors during the year under review.

ii. The Remuneration to the Key Managerial Personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

iii. Non-Executive Directors

The total sitting fees paid to Non-Executive & Independent Directors from 25.06..2024 to 31.03.2025 is as below.

Sr. No. Name of Directors	Total Sitting Fees
1 Mr. Ashish Mittal
2 Mr. Vipul Bansal
3 Ms. Ashlesha S. Raythattha	NIL
4 Mr. Pardeep Khandagale

iv. Policy on Related Party Transaction Pursuant to section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Company has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions.

In light of the above, VEL has framed a policy on related party transaction. This policy has been adopted by the Board of Directors of the Company based on recommendations of Audit Committee. The policy on Related Party Transactions, as approved by the Board, is available for viewing on the Companys website.

Particulars of Contracts or Arrangements with Related Parties: The Contracts or Arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Form AOC-2 as required under Section 134 (3)(h) is as under.

Form No. AOC - 2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Company (Accounts) Rules, 2014] 2023-24.Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis.

All contracts arrangements /transactions with related parties were on arms length basis and were in the ordinary course of business.

2. Details of material contracts or arrangement or transactions at arms length basis.

There was no material related party contract or arrangement or transaction during the year other than those disclosed in the Annual accounts as at 31.03.2025

20. Compliance with Secretarial Standards: The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

21. Particulars of Employees: The details of employee drawing salary pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name	Designation	Date of Appointment	Gross remuneration	Experience	Previous employment
Mr. Tarun Dutta	Chief Executive officer	30.07.2019	Rs. 1.20 Crores	35 Years	Pratibha Industries Ltd

22. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 [14 of 2013]: As

required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. The Company has also constituted an Internal Complaints Committee with a mechanism of lodging complaints. During the year under review, there were no cases filed pursuant to the aforesaid Act.

Extract of the Annual Return: Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31,2025 is available on Companys website at www.valecha.in. The same can be accessed by clicking on the web link: https://valecha.in/Investor-Room/Other-Disclosure.

Corporate Governance and Management Discussion & Analysis Report:

The Company has complied with the Corporate Governance Code as stipulated under 27(2)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. A separate section on Corporate Governance along with certificate from Secretarial Auditors confirming the compliance is annexed and forms part of the Annual Report.

The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Boards Report.

23. Risk Management Policy:

Details on Risk Management Policy have been mentioned in the Corporate Governance Report annexed to this report.

24. Reporting of Frauds:

During the year under review, there have been no instances of fraud reported by the Auditors including the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

25. Directors Responsibility Statement:

As required by Section 134(3)(c) of the Companies Act, 2013, it is stated that:

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

(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2024-25 and of the profit loss for the year ended 31^st March, 2025.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31^st March, 2025 have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. Acknowledgements:

The Board of Directors wishes to place on record their appreciation to all employees of the Company for their continued contribution to the performance of the Company and to all the Shareholders, Customers and various Authorities for their continued support during the year. The Board also wishes to give sincere thanks and gratitude to Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goal.

For and on behalf of the Board of Directors
For VALECHA ENGINEERING LIMITED
SHASHIKANT G. BHOGE	BHUSHAN R. SABLE
DIRECTOR	DIRECTOR
DIN:05345105	DIN:03268957
Place: Mumbai
Date: 24.09.2025