| Textual Information(1) |
Notes to the Unaudited Consolidated Statements of Financial Results for the quarter and nine months ended December 31, 2025: 1. The above unaudited Consolidated Financial Results were reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Holding Company at the meeting held on 17/02/2026. The Statutory Auditors have carried out the limited review of the Unaudited Consolidated Financial Results for the quarter and nine months ended December 31, 2025 vide their report dated 17/02/2026. 2. This result has been prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015. The material accounting policies applied in preparation of these financial results are consistent with those followed in the annual consolidated financial statements for the year ended March 31, 2025. 3. Specific notes related with Subsidiary Companies: a) Valecha L M Toll Private Limited (VLMTPL) The Hon’ble 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 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 shall proceed to serve a copy of the dissolution order to the Registrar of Companies for its record. Accordingly, Valecha Infrastructure Limited (VIL), Parent Company of VLMTPL, has written off investment in equity shares of VLMTPL Rs.7.40 Crores and investment in Compulsory Convertible Debentures (CCD) of VLMTPL Rs. 37.31 Crores, aggregating to Rs.44.71 Crores, which were already provided for in earlier years. The amount such written off and provision written back since no longer required, has been shown under “Exceptional Items (Net) [gain/(Loss)]” b) Valecha Reality Limited (VRL) i. VRL has given a loan amounting to Rs 6.51 crores to M/s SVK Arcade LLP which is long outstanding in the Books of Accounts. VRL is not recognizing & receiving any interest on such loan and has neither made any provision for the loan amount outstanding. ii. VRL has received loans from Valecha Engineering Limited (“VEL”) and Valecha Infrastructure Ltd (“VIL”) to the tune of Rs. 0.28 crores and Rs. 6.52 crores respectively. VRL has not paid any interest on the same nor has it made any provisioning of the interest payable. VEL has not recovered any interest in view of already weak financial position of VRL. Similarly, VIL has also not recovered any interest amount from VRL in view of already weak financial position of VRL. iii. The subsidiary company, Valecha Realty Limited, has not accounted for its investment in Valecha Power Limited using the equity method as required under Ind AS 28 – Investments in Associates and Joint Ventures. Instead, the investment has been carried at cost. Management believes that this presentation is appropriate under the circumstances. The possible impact, if any, of this accounting treatment on the unaudited consolidated financial results has not been determined. c) Valecha Kachchh Toll Roads Limited (VKTRL) i. Hon'ble, 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 Hon’ble NCLT, Mumbai Bench and is currently pending adjudication. In view of the above fact that the Resolution plan is yet to be approved by NCLT and moreover, as per provisions of IBC, 2016, the company is to be kept as a going concern, and hence unaudited financial results are prepared assuming that it will continue as a going concern. ii. The Resolution plan is yet to be approved by NCLT due to which, the Ind AS 109 – Financial Instruments compliance relating to the recognition and derecognition of financial assets and liabilities is not yet done. Consequently, the impact, if any, arising from such recognition and derecognition has not been determined or given effect in the financial results. The same will be considered and accounted for upon conclusion of the CIRP and final approval of the Resolution Plan by the Hon’ble NCLT d) Valecha Infrastructure Limited (VIL) The accumulated losses incurred during quarter and nine months ended December 31, 2025 as well as in the past years have resulted in erosion of Company’s Net worth. Also there has been default in repayment of bank borrowing. The management of the Company has decided not to provide for the interest payable and has provided interest till 31.03.2024. The Company continues to carry its investments and loans and advances at its book value pending realisability assessment of entire assets of the Company. e) Valecha International (FZE) The financial statements of Valecha International FZE have been translated using the exchange rate as of March 31, 2023, instead of the applicable exchange rate as of December 31, 2025. 4. Consolidated results for the quarter and nine months ended December 30, 2025 includes results of following Subsidiaries:- Sr. No. Name of Company Relation 1 Valecha Infrastructure Limited Wholly Owned Subsidiary Company 2 Professional Realtors Private Limited Wholly Owned Subsidiary Company 3 Valecha International (FZE) Wholly Owned Subsidiary Company 4 Valecha Kachchh Toll Roads Limited Subsidiary Company 5 Valecha Reality Limited Subsidiary Company 6 Valecha Badwani Sendhwa Tollways Limited Step-Down Subsidiary Company 5. The consolidated financial results include goodwill arising on consolidation amounting to Rs. 1.80 crores, which has not been tested for impairment, despite the continued losses and sub-optimal operations of the Group. In accordance with the requirements of Ind AS 36 (Impairment of Assets), goodwill is subject to annual impairment testing or more frequently when indicators of impairment exist. However, no such testing has been carried out during the reporting period. In the absence of detailed impairment analysis, the potential impact, if any, on the consolidated results for the quarter and nine months ended December 31, 2025, arising from the non-recognition of impairment on goodwill, cannot be determined at this stage. The company will perform the required impairment testing in compliance with Ind AS 36 in due course. 6. Interest in other entities Joint operations (unincorporated entities): The Group’s share of interest in joint operations is set out below: i) Classification of joint arrangements: The aforementioned entities are joint arrangements whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. Sl No Name of the entity % of ownership interest held by the Company as at Name of Joint Operator Principal place of Business Principal activities Name of Project Work 31/03/2025 31/03/2024 1.a Valecha CSR (JV) 51% 51% CS Rao Infra Projects India Construction 9 R Bridge Mas-Ajj 1.b 51% 51% CS Rao Infra Projects India Construction Velachery - 1 1.c 51% 51% CS Rao Infra Projects India Construction Velachery-2 MRTS - Phase-Il- 2 Valecha TTC (JV) 51% 51% T. Tachu & Co India Construction Dimapur Piling Works 3 Valecha SDPL (JV) 51% 51% Shinde Developers Private Limited India Construction Nilanga-Latur Road Rehabilitation & Up Gradation To Two / Four Lane 4 Valecha Shradhha (JV) 51% 51% Shraddha Energy And Infraprojects Private Limited India Construction DHAD BHOKARDAN ROAD Rehabilitation and upgradation of existing carriageway to two lanes 5 Valecha SGCCL (JV) 70% 70% Shree Gautam Constn Co Ltd India Construction Construction of two laning from Lalpul Manmao Changlang 6 Valecha VKJ (JV) 60% 60% Vinod Kumar Jain India Construction Widening to 2 Lane and improvement in 97.20 KM Length Barsoor-Geedam-Dantewada-Kirandul-Jagergunda-Mariyagudam Road under PWD, 7 Ashoka Buildcon - VEL (JV) 49% 49% Ashoka Builcon Ltd India Construction Construction of 4/6 lane Access Controlled Chittorgarh Bypass in the State of Rajasthan 8 Valecha - ECCI (JV) 60% 60% East Coast Construction & Indstries Ltd India Construction Construction of flyover between Eastern Express Highway and V N Purav Marg at Suman Nagar Junction, Mumbai 9 Valecha - Transtonnelstroy (JV) 51% 51% Transtonnelstroy Ltd. India Construction Construction of single line BG standard straight alignment tunnel in soil and rock 10 KSSIIPL - VEL (JV) 60% 60% KazStroyService Infrastructure India Pvt Ltd India Construction Bhubaneshwar Puri section of NH-203 from Km 0 to 59 in the State of Orissa on BOT (TOLL) basis on DBFOT Pattern under NHDP Phase.III 11 Valecha - Shivalaya - Intradel (JV) 54% 54% Shivalaya Construction Co Pvt Ltd Intradel (Asia) Limited India Construction Execution of formation (fresh cutting) and surfacing (GSB layer) works for 9.35 km in the hill section from km 10 (realignment) to km 19.35 (existing road) on Gangtok-Nathula Road to NH double-lane standards under 758 BRTF, Project Swastik, Sikkim 12 Bitcon - VUBEPL - GCC-Valecha (JV) 1% 1% Bitcon India Infra. Developers Pvt Ltd. VUB Engineering Pvt Ltd Goverdhan Construction Co. India Construction Construction of CC road with storm water gutters, streetlights, effluent collection pipeline and allied works in TTC Industrial Estate DD-TTC & Kalwa 13 Valecha Atcon (JV) 51% 51% Atcon India Ltd India Construction Widening , Strengthening and reconstruction of Sawai Madhopur Sheopur road Km 76/600 to 112/000 (NH-552 Extn) 14 Valecha - Matere (JV) 51% 51% V M Matere Infrastructures (India) Pvt Ltd India Construction Rehabilitation and Up- gradation to Two Lanes (a) Karad- Tasgaon- Jath- vijapur Road upto Karnataka border road (b) Nagaj Junction at NH 166 to Jath in the State of Maharashtra 15 Valecha - RE Infra (JV) 51% 51% RE Infra Pvt. Ltd. India Construction Construction of a Rail Flyover for Harbour Line at Kurla in connection with Mumbai CST - Kurla 5th & 6th line project The Holding Company (i.e. Joint Operator) recognised its direct right to assets, liabilities, revenue and expenses of Joint Operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses in consolidated financial results for quarter and nine months ended 31st December, 2025 for following joint ventures :- Sr. No. Name of the Joint Venture 1 Valecha SDPL JV Unaudited 2 Valecha TTC JV Unaudited 3 Valecha Shraddha JV Unaudited 4 Valecha SGCCL (JV) Unaudited 5 Valecha VKJ JV Unaudited The Holding Company (i.e. Joint Operator) does not recognised its direct right to revenue and expenses of following Joint Operation as the financial statements for quarter and nine months ended 31st December, 2025 are not available. Its share of any jointly held or incurred assets, liabilities are recognised till 31st March, 2025 :- Sr. No. Name of the Joint Venture 1 Valecha CSR JV The Holding Company (i.e. Joint Operator) does not recognised its direct right to revenue and expenses of following Joint Operation as the financial statements for quarter and nine months ended 31st December, 2025 are not available. Its share of any jointly held or incurred assets, liabilities are recognised till 30th June, 2025 :- Sr. No. Name of the Joint Venture 1 Valecha - Matere (JV) The Holding Company (i.e. Joint Operator) does not recognised its direct right to assets, liabilities, revenue and expenses of Joint Operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses in consolidated statements for following joint ventures as these projects were completed, foreclosed and terminated long back and relevant financial statements of those joint ventures are not available :- Sr. No. Name of the Joint Venture Sr. No. Name of the Joint Venture 1 Ashoka Buildcon - VEL (JV) 5 Valecha - Shivalaya - Intradel (JV) 2 Valecha - ECCI (JV) 6 Bitcon - VUBEPL - GCC-Valecha (JV) 3 Valecha - Transtonnelstroy (JV) 7 Valecha Atcon (JV) 4 KSSIIPL - VEL (JV) 8 Valecha - RE Infra (JV) 7. The Government of India has notified the implementation of the four labour codes namely the code on wages 2019, The industrial Relations, Code,2020, the Code on social Security,2020 and the Occupational Safety, Health and working Conditions Code, 2020 with effect from 21st November 2025, rationalising 29 existing labour laws. Once Central/ State Rules are notified by the Government on all aspects of the Codes, the Holding Company will evaluate the impact, if any, on the measurement of employee benefits and would provide appropriate accounting treatment while finalising the accounts for the year ended 31st March 2026. 8. The previous period's figures have been re-grouped/ re-classified wherever required to conform to current period's classification. All figures of financials are stated as Rs. in Crores except otherwise stated. For VALECHA ENGINEERING LIMITED SHASHIKANT GANGADHAR BHOGE CHAIRMAN DIN : 05345105 DATE: 17/02/2026 PLACE: MUMBAI |