Valecha Engineering Ltd Directors Report

To

The Members,

Your Directors hereby present the 49^th Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended March 31, 2026.

FINANCIAL RESULTS:

		Rs. in Crores
	Financial Highlights (Standalone)
	2025-26	2024-25
Revenue from Operations	26.93	29.65
Other Income	2.50	1.90
Total Revenue	29.43	31.55
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax	6.93	4.10
Less: Finance Cost	0.12	0
Profit before Depreciation, Exceptional Items and Tax	6.81	4.10
Less: Depreciation and Amortization Expenses	1.14	0.35
Profit /(Loss) before Exceptional Item and Tax	5.67	3.75
Exceptional Items (Net) [gain/(loss)]	(3.91)	433.62
Profit/ (Loss) before Tax	1.76	437.37
Provision for Tax (Including earlier Year Taxation)	-	-
Profit /(Loss) after Tax	1.76	437.37
Other comprehensive income/(loss) for the year	0.09	0.05
Total comprehensive income for the year	1.85	437.42
Retained Earnings- Opening Balance	(173.54)	(156.14)
Add: Profit/ (Loss) for the Year	1.76	437.37
Less: Transfer from Retained Earnings to Capital Reserve	-	(454.77)
Retained Earnings- Closing Balance	(171.78)	(173.54)

REVIEW OF OPERATIONS During the period under review, based on Standalone financial statements, the Company earned total Revenue for the year ended 31.03.2026 of Rs. 29.43 Crore and the company earned Rs. 31.55 Crore income in the previous year ended 31.03.2025. Profit after tax for the year ended 31.03.2026 stood at Rs. 1.76 Crore (which includes net loss from Exceptional Items of Rs. 3.91 Crore) as compared to profit after tax of Rs. 437.37 Crore (which includes net gain from Exceptional Items of Rs. 433.62 Crore) for the year ended 31.03.2025.

1. Share Capital: The paid up Equity Share Capital as on 31st March, 2026 was 2,25,30,025 Equity shares of Rs. 10.00 each aggregating 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 Allotters	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, 2026.

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

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 31.03.2026 of Rs. 29.43 Crore and the Company earned Rs. 31.55 Crore income in the previous year ended 31.03.2025. Profit after tax for the year ended 31.03.2026 stood at Rs. 1.76 Crore (which includes net loss from Exceptional Items of Rs. 3.91 Crore) as compared to profit after tax of Rs. 437.37 Crore (which includes net gain from Exceptional Items of Rs. 433.62 Crore) for the year ended 31.03.2025.

The Company has achieved a consolidated turnover of Rs. 35.55 crores for the year ended 31st March, 2026 against Rs. 49.19 crores in the previous year. The consolidated loss after tax of Rs. 228.98 crores (which includes net loss from Exceptional Items of Rs. 3.82 crores) against the profit after tax of Rs. 228.37 crores (which includes net gain from Exceptional Items of Rs.433.62 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 31.03.2026 has been filed with Ministry of Corporate Affairs giving effect of the aforesaid order. Accordingly, fixed Deposits amount outstanding is Rs.18,115/- as at 31.03.2026.

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%).

The Honble National Company Law Tribunal, Mumbai Bench, has passed its order on 03.11.2025 for the dissolution of Valecha LM Toll Private Limited, an erstwhile step down subsidiary of Valecha Engineering Limited (the Holding Company), under Section 54 of the Insolvency and Bankruptcy Code, 2016. The company shall be considered dissolved with effect from the date of the order i.e. 03.11.2025. The Liquidator has accordingly demitted office and stand dissolved under section 54 of the Insolvency and Bankruptcy Code 2016.

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 (IBC,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 28th March 2025 with the requisite majority. Application for approval of Resolution Plan {IA(IBC)(PLAN)/61/MB/2025} has been filed on 09th May, 2025 with the Honble NCLT, Mumbai Bench and is currently pending adjudication.

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)

	2025 - 26	2024 - 25
Foreign Exchange Outgo	NIL	NIL
Foreign Exchange Earned	NIL	NIL

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

As on 31^st March, 2026, the Company has the following 7 subsidiaries /15 Joint Ventures namely:- Subsidiary Companies

1. Valecha Infrastructure Limited

2. Professional Realtors Private Limited

3. Valecha Badwani Sendhwa Tollways Limited

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

5. Valecha International FZE

6. Valecha Reality Limited

7. UV Bharat Private Limited w.e.f. 01.04.2026

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.

Valecha Engineering Limited has sold 42,000 Equity Shares of Rs.10/- each of Valecha Infrastructure Limited on 30.06.2026 and full consideration received by the Company. It is to be noted that 28,000 Equity Shares has been debited in the Demat account of the Valecha Engineering Limited and the balance 14,000 Equity Shares yet to be debited on account of procedure for the same yet to be completed by the purchaser.

In respect of the above, due intimation were given to Bombay Stock Exchange and National Stock Exchange of India on 01.07.2026.

Thus, the said Valecha Infrastructure Limited ceased as subsidiaries of the Company with effect from 01.07.2026.

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 31.03.2026 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 2025-26. The Independent Auditors Report to the members of the Company in respect of the Standalone and Consolidated Financial Statements for the year ended 31st March, 2026 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 Rohit Periwal and Associates Practicing Company Secretary (Membership No. FCS 12203 - COP-22021), firm of Company Secretaries in practice, has been appointed to undertake the Secretarial Audit for the financial year ended 31st March, 2027.

M/s. Ragigni Chokshi & Co., Practicing Company Secretary (Membership No.2390) firm of Company Secretaries in practice. Their Form MR-3 report attached to this report for the financial year 01.04.2025 to 31.03.2026.

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. Aniruddh Shrikhande (w e f 18.11.2025 )Mr. Vipul Bansal ( upto 18.11.2025) & Ms. Ashlesha Shachindra Raythattha (upto 28.05.2026) Ms. Sheuli Sandeep Mukharjee (w e f 13.08.2026)Non- Executive & Independent Directors on the Board of the Company, confirms 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. Appointment / Cessation of Director

1. Ms. Sheuli Sandeep Mukharjee (DIN : 11862995) has been appointed as a Non-Executive and Independent Director of your Company w.e.f. 13.08.2026 subject to the approval of Shareholders at the ensuing Annual General Meeting to fill the casual vacancy caused by resignation of Ms. Ashlesha S. Raythattha as Non-Executive & Independent Director citing her other professional commitments vide her email dated 28.05.2026. The Board of Directors record their appreciation of Ms. Ashlesha S. Raythattha for the advice given by her during the association with the Company

17. 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 2025-26 was carried out by your Company.

For the year 2025-26, 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.

18. Meetings of the Board of Directors: The details of the number of meetings of the Board held during the financial year 2025-26 forms part of the Corporate Governance Report.

19. 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.

20. 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 01.04.2025 to 31.03.2026 is as below.

Sr. No. Name of Directors	Total Sitting Fees
1 Mr. Ashish Mittal
2 Mr. Vipul Bansal up to 18.11.2025
3 Ms. Ashlesha S. Raythattha up to 28.05.2026	NIL
4 Mr. Aniruddh Kshrikhande w.e.f. 18.11.2025
5 Mr. Pardeep Khandagale

iv. Policy on Relatd 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.

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

3. 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 31.03.2026

21. 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.

22. 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.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. 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, 2026 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.

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

25. 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.

26. Director’s Responsibility Statement: As required by Section 134(5) of the Companies Act, 2013, your Directors confirms that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) The selected 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 2025-26 and of the profit and loss for the year ended 31st March, 2026.

(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 31st March, 2026 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.

27. 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 Director
For VALECHA ENGINEERING LIMITED
SHASHIKANT G. BHOGE	BHUSHAN R. SABLE
DIRECTOR	DIRECTOR
DIN: 05345105	DIN:03268957
Place: Mumbai
Date: 13.08.2026