Valecha Engineering Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2024

Notes to the unaudited Standalone Statements of Financial Results for quarter and nine months ended December 31, 2024:

1. The above Unaudited Financial Results were reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Company at the meeting held on 14/02/2025. The Statutory Auditors have carried out the limited Review of the Unaudited Financial Results for the quarter and nine months ended December 31, 2024 vide their report dated 14/02/2025. These unaudited financial results have been drawn from the Unaudited Financial Statements and books of accounts and other relevant information shared by the Resolution Professional with the Board of Directors and subsequent transactions entered into by the Company as at and for the nine months ended December 31, 2024.

2. This result has been prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015.as available

3. Valecha Engineering Limited (“VEL or the Company ”) is engaged in "Construction Activity" and there are no other reportable segments under Ind AS 108 "Operating Segments".

4. Hon'ble NCLT, Mumbai Bench, 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 (Later on confirmed as Resolution Professional (RP) by CoC), to carry out the functions as mentioned under Insolvency and Bankruptcy Code, 2016.

Further, the RP filed an application bearing IA No. 5819(MB) of 2023 in the above Company Petition, under Section 30(6) of the Code before the Hon’ble NCLT for its consideration and approval of the Resolution Plan submitted by the consortium of J. K. Solutions Pvt Ltd and One Media Facility Management (Resolution Applicant) under Section 31 of IBC, 2016. The Hon’ble NCLT, Mumbai Bench, vide its order dated 25.06.2024 approved the Resolution Plan submitted by Resolution Applicant, as a result of which the CIRP ended on 25.06.2024.

Subsequent to approval of Resolution plan, Successful Resolution Applicant (SRA) has paid Rs.69.52 Crores towards payments to financial creditors and operational creditors and Rs.10.00 Crores towards capital expenditure and working capital. In addition to Rs.69.52 Crores SRA has paid RS.0.05 Crores towards unexpected contingent liabilities.

5. During the nine months ended December 31, 2024, the Company has accounted for derecognition of financial liabilities amounting to Rs.694.54 Crores being liability towards financial creditors and operational creditors to the extent of amounts over and above the final settlement amount payable of Rs.69.52 Crores (Rs. 68.02 Crores payable to Financial Creditors, Rs.0.50 Crores payable to Operational Creditors, Rs. 1.00 Crore towards CIRP Costs. In addition to above Rs. 69.52 Crores, Rs.5 lakhs is kept as reserve for unexpected contingent liability) as mentioned in the Resolution Plan approved by Hon’ble NCLT. The derecognition / write back of the above referred liabilities over and above the settlement amount approved, have been accounted under Capital Reserve, as per the approved Resolution Plan (page no.88, Para no.3.9.9 -2).

6. Pursuant to approval of Resolution Plan, the existing paid-up share capital to the extent of Promoters Group and their related parties group holding stood fully written down (capital reduction). The Successful Resolution Applicant infused Rs.21.40 Crores towards the issue of equity shares by the Company and hold the overall 95% of the shareholding. Balance 5% of the shares to be issued to the existing shareholders other than the Promoters Group and their related parties, against their existing holdings of 68.91%.

7. The unpaid liabilities related to expenses accrued during the CIRP period, are yet to be paid from the funds available for the Committee of Creditors (CoC). Accordingly undistributed amount aggregating of Rs. 1.58 Crores till December 31, 2024 has been reduced from the Cash and Cash Equivalents.

8. The undistributed liability, aggregating of Rs.4.60 Crores which are to be settled out of fund received from SRA as per Resolution Plan approved by the Hon’ble NCLT, has been reduced from Cash and Cash Equivalent.

9. Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench has passed an order dated 09th October 2023 for initiation of the Corporate Insolvency Resolution Process (“CIRP”) in respect of Valecha Kachchh Toll Roads Limited (VKTRL), a subsidiary of the Company, under the provisions of the Insolvency and Bankruptcy Code, 2016 and appointed Mr. Avil Jerome Menezes as Interim Resolution Professional (“IRP”) (later on confirmed as Resolution Professional(RP) by Committee of Creditors (CoC)) to carry out the functions as mentioned under I & B Code for initiation of CIRP.

The Company continues to carry its Investments of Rs. 39.84 crores in VKTRL and loan given of Rs. 76.36 crores to VKTRL at its book value aggregating to total asset value of Rs. 116.20 crores in view of likely resolution of CIRP of VKTRL and pending realisability assessment of entire Assets of the Company.

10. The Company continues to carry its Investments of Rs. 2.18 Crores in four subsidiary companies, loans and advances given of Rs.180.71 crores to four subsidiary companies and one step-down subsidiary company at their book values pending realisability assessment of the Assets of such Companies. Details of which are as follows:

Name of Company Relation Investment
(Rs. Crores) Loans & Advances
(Rs. Crores)
Valecha Infrastructure Limited Subsidiary 0.05 152.36
Professional Realtors Private Limited Subsidiary 1.80 0.24
Valecha International FZE Subsidiary 0.31 23.57
Valecha Reality Limited Subsidiary 0.02 0.29
Valecha Badwani Sendhwa Tollways Limited Step-down Subsidiary
- 4.25
Total 2.18 180.71



11. The Company also continues to carry its Trade Receivables of Rs. 301.53 Crores, Other Non Current Financial Assets including Retention amounting to Rs. 16.04 crores and Rs.15.41 Crore with Canara Bank {which was hold by Bank and awaiting of the current adjustment status (vide order dtd 12.02.2020 by NCLAT, New Delhi against company appeal (AT)127 of 2019)}, loans extended to various related parties (other than subsidiaries, step down subsidiaries and associate company) amounting to Rs. 6.50 crores, loans given to other than related parties amounting to Rs. 26.09 crores and advances to suppliers amounting to Rs.35.90 crores as at December 31, 2024 crores at their book values pending realisability assessment of the Assets of the Company.

12. Other Non-Current Assets as at December 31, 2024 includes Rs. 31.86 crores receivable towards various indirect taxes from Government Authorities which are pending for assessments since long.

13. The Company had certain project sites in March 2017, which have either been de-mobilized or completed /terminated or otherwise shut / non-operational. The Company could not obtain details of transactions if any, through Bank accounts previously operated for such project sites. There have been no operations in such project sites during the period ended December 31, 2024. There are total assets of Rs. 84.34 crores [including Trade Receivables of Rs. 70.46 crores and loans to other parties Rs. 5.54 crores referred in point 10 above, balances with revenue authorities of Rs. 8.33 crores referred in point 11 above , as at December 31, 2024.

14. The Company has certain Loans & Advances, Trade Receivables and Other Current Assets, which are subject to confirmations, reconciliations, and adjustments as may be deemed necessary upon realisability assessment of the Assets of the Company.

15. As per the NCLT Order dated 25.06.2024 para 33.3, On the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of the Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the Resolution Plan. Accordingly, all the liabilities including contingent liabilities and commitments, claims and obligations existing as on and pertaining to the period upto 25.06.2024 whether recorded or not in the books of the accounts of the Company shall stand extinguished and accordingly no outflow of economic benefits/ loss is expected in respect thereof except a total contingency amount of Rs. 5 lakhs provided in the Resolution Plan.

16. As per the approved Resolution Plan (page no.9, Para no.6), out of Cash and Cash equivalent balance remained after payments/ provisions of pending CIRP expenses as on the date of approval of resolution plan, Rs.2.35 Crores has been distributed among financial creditors and the said amount has been debited to Capital Reserve.

17. 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
DIRECTOR
DIN : 05345105

DATE: 14/02/2025
PLACE: MUMBAI