| Textual Information(1) |
Notes to the Unaudited Consolidated Statements of Financial Results for the quarter ended June 30, 2026: 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 13/08/2026. The Statutory Auditors have carried out the limited review of the Unaudited Consolidated Financial Results for the quarter ended June 30,2026 vide their report dated 13/08/2026. 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, 2026. 3. Specific notes related with Subsidiary Companies: a) Valecha Reality Limited (VRL) i. The Company has incurred continuous losses during the current and previous financial years and, as at June 30, 2026. Further, the Company has experienced adverse financial conditions which indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Based on the management’s assessment and considering the absence of future plans for revival of operations and generation of sufficient cash flows, the financial statements have not been prepared on a going concern assumption. Accordingly, the assets of the Company have been stated at realizable value. 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. 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 unaudited 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 ended June 30, 2026 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. Further, the Company has experienced adverse financial conditions which indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Based on the management’s assessment and considering the absence of future plans for revival of operations and generation of sufficient cash flows, the financial statements of the Company have not been prepared on a going concern assumption. Accordingly, the assets of the Company have been stated at realizable value. During the quarter, the Holding Company proposed to sold its investment in 42,000 equity shares of Valecha Infrastructure Limited (VIL), pursuant to which its holding will be reduced to 16% .The Holding Company received the full consideration of Rs.4.20 lakh on June 30, 2026. The transfer of 28,000 equity shares was effected in the Holding Company’s demat account on July 1, 2026, subsequent to the quarter-end, while the transfer of the remaining 14,000 equity shares is pending as at the date of approval of these financial statements. Accordingly, VIL continued to be a subsidiary of the Holding Company as at June 30, 2026, and ceased to be a subsidiary upon completion of the transfer of the requisite shares subsequent to the quarter-end. e) Valecha Badwani Sendhwa Tollways Limited (VBSTL) Madhya Pradesh Road Development Corporation (MPRDC), vide its letter no.9034569 dated 24/03/2026 received by Company on 30/03/2026 has suspended the Company’s (Concessionaire) Rights to collect Toll fee and other revenues w .e .f. 01st April 2026 leading to freeze in earning revenue of the Company. However, MPRDC has appointed an agency to collect Toll which shall be deposited in the Escrow Account of the Company. The 26th Annuity receivable by the Company from January 2025 up to June 2025, also becomes Contingent due to this event. The Toll Assets were to be handed over to the MPRDC from October 2026 as per the Concession Agreement. In addition to Bank Loan Liability, the Liability on account of execution of maintenance work at Risk and Cost to the Company by MPRDC, may accrue to the Company, the quantum of which is evaluated by the MPRDC at the amount of Rs.5.47 Cr. and Rs.75.98 Lakhs, required for repair & maintenance works (O&M Expenses). The Company has contested the said letter and claim of the MPRDC. Due to unavailability of the financial transactions from 1st April, 2026, the assets and liabilities of the Company as at 31st March, 2026 are carried forward as at 30th June, 2026. f) 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 June 30, 2026. g) Professional Realtors Private Limited (PRPL) The Company has incurred continuous losses during the current and previous financial years and, as at June 30, 2026. Further, the Company has experienced adverse financial conditions which indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Based on the management’s assessment and considering the absence of future plans for revival of operations and generation of sufficient cash flows, the financial statements have not been prepared on a going concern assumption. Accordingly, the assets of the Company have been stated at realizable value. 4. Consolidated results for the quarter ended June 30, 2026 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. Capital Reserve and Assessment of Pre-CIRP Assets Pursuant to Implementation of the Resolution Plan : Capital Reserve has arisen pursuant to the implementation of the approved Resolution Plan of Holding company under the Insolvency and Bankruptcy Code, 2016, representing the surplus arising on account of extinguishment and settlement of liabilities of financial creditors in accordance with the terms of the approved Resolution Plan. Pursuant to the implementation of the approved Resolution Plan, the Holding Company has undertaken a comprehensive review of certain assets and liabilities, including trade receivables, loans, advances, deposits and other balances, substantially pertaining to the period prior to the commencement of the Corporate Insolvency Resolution Process (CIRP). The assessment involved review of underlying records, legal status, recovery efforts, confirmations, litigations and other available information. Based on such assessment, wherever management concluded that there was no reasonable expectation of recovery or settlement, appropriate adjustments have been recognised in the financial results. Balances for which the recoverability assessment is not yet concluded continue to be carried at their respective carrying values, subject to ongoing review and evaluation. The Holding Company shall recognise further adjustments, if any, in the period in which additional information becomes available or the assessment is concluded. During the quarter, pursuant to the ongoing realisability assessment of assets and liabilities, the Holding Company has written back statutory dues payable amounting to Rs.0.01 crores through Capital Reserve, as such balances pertained to the period prior to the approval of Resolution Plan and are no longer considered payable. 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 30/06/2026 31/03/2026 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 unaudited financial results for quarter ended 30th June, 2026 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) recognised its direct right to revenue and expenses of the joint operations and its share of any jointly held or incurred assets, liabilities are recognised for following joint venture till 31st March, 2026 :- Sr. No. Name of the Joint Venture 1 Valecha - Matere (JV) The Holding Company (i.e. Joint Operator) recognised its direct right to revenue and expenses of the joint operations and its share of any jointly held or incurred assets, liabilities are recognised for following joint venture till 30th June, 2025 :- Sr. No. Name of the Joint Venture 1 Valecha - Matere (JV) Unaudited 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 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. The holding Company was under CIRP and the new management has taken over the operations ,will evaluate the impact, if any, on the measurement of employee benefits. 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: 13/08/2026 PLACE: MUMBAI |