In exercise of the powers of the Board of Directors by the Resolution Professional of Valecha Engineering Limited (the Company) as per Section
17(1)(b) of Insolvency and Bankruptcy Code, 2016, hereby present the 47^th Annual Report on business and operations of the Company along with
the Audited Statement of Accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

REVIEW OF OPERATIONS During the period under review, based on Standalone financial statements, the Company earned Total.

Revenue for the year ended 31.03.2024 of Rs.58.62 Crore. As the company earned Rs.93.68 Crore income in the previous year ended 31.03.2023

Loss after tax for the year ended 31.03.2024 stood at Rs.1.50 Crore as compared to loss after tax of Rs.17.65 Crore for the year 31.03.2023.

1. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and

company’s operations in future:

A. Hon'ble National Company Law Tribunal, Mumbai bench (“Hon'ble NCLT”), passed Order dated 21/10/2022 in Company Petition no. CP
(IB) No.594/MB-IV/2021 filed by STATE BANK OF INDIA, the Financial Creditor /Petitioner, under section 7 of Insolvency & Bankruptcy
Code, 2016 (I&B Code) against the Company, Corporate Debtor/Respondent, for initiating Corporate Insolvency Resolution Process
(“CIRP”) and appointed Mr. Anurag Kumar Sinha, a Registered Insolvency Professional having Registration Number [IBBI/IPA-001/
IP-P00427/2017-18/10750] as Interim Resolution Professional, to carry out the functions as mentioned under I&B Code.

B. The appointment of Mr. Anurag Kumar Sinha was confirmed/approved as the Resolution Professional (“RP”) of the Company by the
Committee of Creditors w.e.f. 30.11.2022. As per Section 17(1) (a) of the I&B Code, from the date of appointment of the IRP, the management
of affairs of the Corporate Debtor was vested in the IRP/ RP and as per Section 17(1) (b), the powers of the board of directors stood
suspended and was exercised by the IRP/ RP.

C. The NCLT vide its order dated 25.06.2024 has approved the Resolution Plan submitted by the M/s. J K Solutions Private Limited in
consortium with One Media Facility Management under Section 31 of the IBC, which has been implemented in phase wise manner. The
powers of the Board of Directors of the Company and its Committees remained suspended from the initiation of CIRP till Board of the
Company has been re-constituted i.e. 14.08.2024.

D. Pursuant to implementation of Resolution Plan, erstwhile Board of Directors of the Company were replaced with the new Board of Directors
with effect from 14.08.2024

2. Share Capital: The paid up Equity Share Capital as on 31st March, 2024 was Rs. 22.53 Crores.

3. Dividend: The Company being under CIRP and in view of the losses incurred during the year under review, the RP does not recommend any dividend
for the year ended 31st March, 2024.

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

5. Operations/ State of affairs during the year:

Standalone: The Company has achieved a turnover of Rs.57.01 crores for the year ended 31^st March, 2024 against Rs.90.07 crores in the
previous year. The Company has incurred loss after tax of Rs.1.50 crores against the loss after Tax of Rs.17.65 crores in the previous year.

The company has achieved a consolidated turnover of Rs.70.56 crores for the year ended 31^st March, 2024 against Rs.113.69 crores in the
previous year. The company has incurred a consolidated loss after tax of Rs.197.70 crores against the Loss after tax of Rs.484.97 crores in the
previous year.

6. Fixed Deposits: As on 31^st March, 2024, Fixed Deposits accepted by the Company stood at Rs.22.94 Crores as against Rs.22.94 Crores in the
previous year.

Details relating to deposits covered under The Companies (Acceptance of Deposits) Rule, 2014 for the Financial Year 2023-24 No deposits were
re-paid during the year to Fixed Deposit holders.

7. 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.

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

9. UPDATE:

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

NCLT, Mumbai has passed Order that the Corporate Debtor i.e. Valecha L M Toll Private Limited has to be liquidated in terms of the provisions
of Section 33 of IBC, 2016 and has appointed Mr. Udayraj Patwardhan, Resolution Professional having IBBI Registration No. IBBI/IPA-001/IP-
PP00024/2016-2017/10057, as Liquidator of the Corporate Debtor.

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

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 for running the CIRP of the Company. Further Resolution plan for revival of the company
has been submitted by Resolution Applicant in reply to the invitation for expression of interest dated 05.12.2023 filed by the RP, the resolution
plan submitted is under review and yet to be approved by the CoC as on the date of the audit report (VKTRL).

10. 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:

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

As on 31^st March, 2024, the Company has the following 7 subsidiaries namely:-

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

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.

12. 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 31.03.2024 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.

13. 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 Note no. 36 A i and ii.

14. Auditors’ and their Report:

Statutory Auditor M/s. Bagaria & Co. LLP conducted the Statutory Audit for the year 2023-24. 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, 2024 form part
of this Annual Report.

STATUTORY AUDITORS: M/s. Bagaria & Co. LLP Chartered Accountants, who were appointed as the Statutory Auditors of the Company
for a term of five years, from the conclusion of the 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting. Hence,
M/s. Bagariya & Co. LLP Chartered Accountants retires as the Statutory Auditors of the company at the conclusion of the 47th Annual General
Meeting.

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, 2024. Their Report is annexed as
Annexure-A to this report.

15. 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.

16. Cessation of Directors:

The tenure of Directorship of Non-Executive and Independent Directors of the Company namely, Ms. Chetna Verma (DIN : 08981045), Ms.
Bharti Ranga (DIN : 06864738) and Mr. Achal Kapoor (DIN : 09150394) ceased at the 46^th Annual General Meeting held on 28.09.2023. Ms.
Lalna Takekar, Mr. S. N. Kavi & Ms. Swati Jain ceased as Director(s) in terms of NCLT Order dated 25.06.2024.

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.

17. Board Evaluation Since the powers of the Board of Directors has been suspended with effect from 21.10.2022 pursuant to Hon'ble NCLT Order
dated 21.10.2022, the question of evaluation of Board does not arise.

18. Meetings of the Board of Directors: The details of the number of meetings of the Board held during the financial year 2023-24 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 loss incurred, Section 135 (1) of the Companies Act, 2013
is not applicable.

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 company's 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.

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

i. Having not appointed any Managing Director and Whole Time Directors during the year under review, the question of payment of
Remuneration does not arise.

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 01.04.2023 to 31.03.2024 is as below.

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 Company's 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 arm's 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 arm's length basis.

There was no material related party contract or arrangement or transaction during the year.

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: There are no employees drawing salary pursuant to Rule 5(2) 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.

24. 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 31,2024 is available on Company's website at www.valecha.in. The same can be accessed
by clicking on the web link: https://valecha.in/Investor-Room/Other-Disclosure.

25. 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
Board's Report.

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

27. 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.

28. Director’s 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, 2024, 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 2023-24 and of the profit loss for the year ended 31^st March, 2024.

(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, 2024 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.

29. 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

CHAIRMAN

DIN:05345105