We have audited the standalone financial statements of Valecha Engineering Limited (the “Company”), which comprise the standalone balance
sheet as at 31^st March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of
changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a
summary of material accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give
the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2025, and its profit and other comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.

Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter’s

i. We draw attention to Note 43 of the financial statements regarding the Corporate Insolvency Resolution Process (CIRP) initiated
against the Company pursuant to the Hon’ble NCLT, Mumbai Bench order dated 21.10.2022 in CP (IB) No.594/MB-IV/2021, and the
subsequent approval of the Resolution Plan on 25.06.2024. Pursuant thereto, the Successful Resolution Applicant has infused funds
aggregating Rs. 69.52 crores towards settlement of creditors and Rs.10.05 crores towards capital expenditure, working capital, and
contingent liabilities

ii. We draw attention to Note 44 to the Standalone financial statements:

a. As per the NCLT Order vide dated 25^lh June, 2024, amounts over and above the final settlement of Rs. 69.52 crores (including Rs.
68.02 crores to Financial Creditors, Rs. 0.50 crores to Operational Creditors, and Rs. 1.00 crore towards CIRP Costs, plus Rs. 0.05
crore reserved for contingencies) have been written back. During the year ended March 31, 2025, the Company in compliance
with Ind AS 109 - Financial Instruments, recognised the derecognition gain of Rs. 640.55 crores through the Statement of Profit
and Loss under Exceptional Items (Net). Further, an amount of Rs. 454.77 crores being capital receipt has been transferred from
Retained Earnings to Capital Reserve.

b. Where during the year ended March 31, 2025, the Company has written off assets comprising irrecoverable receivables, loans,
and advances amounting to Rs.185.64 crores and this amount have been charged to the Statement of Profit and Loss and
presented under “Exceptional Items (Net)”

c. An amount of Rs.21.29 crores was paid by the Resolution Professional (RP) to Secured Financial Creditors pursuant to the
approved Resolution Plan, towards corporate guarantee obligations invoked in respect of Holding Company by the lenders of
subsidiaries companies. This amount has been charged to the Statement of Profit and Loss and presented under “Exceptional
Items (Net)”

iii. We draw your attention to the Note No 45 to the Standalone financial statements, the Hon’ble NCLT Order dated 25th June 2024, which
states that upon approval of the Resolution Plan by the Adjudicating Authority, all claims not forming part of the Resolution Plan shall
stand extinguished. Accordingly, all liabilities, including contingent liabilities, commitments, claims, and obligations pertaining to the
period up to 25th June 2024 whether recorded in the books or not stand extinguished. As a result, no outflow of economic benefits or
loss is expected, except for a contingency amount of Rs. 5 lakhs provided under the Resolution Plan.

iv. We draw your attention to the Note No 46 to the Standalone financial statements regarding Valecha Kachchh Toll Roads Limited
(VKTRL), a subsidiary of the Company, against which the Hon’ble NCLT, Mumbai Bench, admitted an application for initiation of CIRP
on 9th October 2023. The Resolution Plan approved by the CoC on 28th March 2025 is pending for adjudication before the Hon’ble
NCLT. Pending the outcome of the CIRP and recoverability assessment, the Company continues to carry its investment of Rs. 39.84
crores and loans of Rs. 76.36 crores (aggregating to Rs. 116.20 crores) at book value. As required under Ind AS 109 and Ind AS 36,
these balances are ordinarily subject to impairment testing; however, no impairment has been recognised at this stage. The impact, if
any, will be considered upon conclusion of the CIRP

v. We draw your attention to the Note No.47 of the Standalone financial statements, The Company continues to carry investments of Rs.
2.18 crores in four subsidiary companies, along with loans and advances aggregating Rs. 169.02 crores extended to four subsidiaries
and one step-down subsidiary, at their respective book values. These amounts have been retained pending a detailed assessment
of the recoverability of the underlying assets. In accordance with Ind AS 109 - Financial Instruments, such financial assets are

measured at amortized cost or fair value, with recognition of expected credit losses (ECL) where applicable. The Company has
performed a preliminary review and will undertake a detailed assessment of recoverability and recognition of expected credit losses,
if necessary. Management believes that the carrying amounts are appropriately stated and will make adjustments under applicable
Indian Accounting Standards, if required.

vi. We draw attention to Note 48 of the Standalone financial statements, which describes matters relating to the recoverability and
impairment assessment of certain financial assets. The Company continues to carry certain investments and loans at book value,
pending a detailed assessment of their recoverability. In accordance with Ind AS 109 - Financial Instruments, such financial assets
are required to be measured at amortised cost or fair value, with recognition of expected credit losses (ECL) where applicable.
While a preliminary review has been conducted, a comprehensive assessment, including evaluation of ECL, is yet to be completed.
Management believes that the carrying amounts are currently appropriate and any necessary adjustments under applicable Indian
Accounting Standards will be made in due course. The Company has not evaluated expected credit losses on long outstanding trade
receivables amounting to Rs.170.27 crores. Further, impairment provisions as required under Ind AS 109 have not been assessed
for loans given to related parties (excluding subsidiaries, step-down subsidiaries, and associate companies) amounting to Rs.6.50
crores, loans to other parties amounting to Rs.5.03 crores, and advances to suppliers amounting to Rs.17.54 crores as at March 31,
2025. Additionally, we draw attention to a receivable of Rs.15.41 crores from Canara Bank, currently classified under “Other Non¬
Current Financial Assets,” the adjustment of which is pending in light of the NCLAT order dated 12.02.2020 in Company Appeal No.
(AT) 127 of 2019.

vii. We draw your attention to the Note No. 49 of the Standalone financial statements, Other Non-Current Assets as at March 31, 2025
includes Rs 20.46 crores receivable towards various indirect taxes from Government Authorities which are pending for assessments.
However, in view of unavailability of information on status of such assessments or status of recoverability, we are unable to comment
upon the resultant impact, if any on the financial statements for the year ended March 31, 2025. Had the Company made provision
towards such indirect taxes from Government Authorities, the Net Profit of the Company would have increased by Rs 20.46 Crores.

viii. We draw your attention to the Note No. 50 of the Standalone financial statements, we draw attention to the fact that certain project
sites, operational as of March 2017, have since been de-mobilized, completed, terminated, or rendered non-operational. Due to
the closure of these sites, detailed transaction records could not be obtained through the previously operated bank accounts. No
operations have occurred at these sites during the period ended March 31, 2025.In accordance with Ind AS, the Company has written
off trade receivables of Rs. 70.46 crores, loans to other parties of Rs. 5.54 crores, and balances with revenue authorities of Rs. 8.22
crores, resulting in a full write-off of assets related to the Piling Division.

ix. We draw attention to Note 52 of the Standalone Financial Statements, which states that unpaid liabilities amounting to Rs. 1.69 Crores
as at March 31, 2025, relating to amounts withheld from payments to sub-contractors and expenses accrued during the Corporate
Insolvency Resolution Process (CIRP) period, are yet to be settled from the funds available with the Committee of Creditors (CoC).
These amounts have been disclosed under the relevant heads of liabilities in the financial statements.

x. We draw attention to Note 53, which discloses undistributed pending payables amounting to Rs.4.38 crores, comprising Gratuity
(Rs. 1.67 crores), EPFO dues (Rs. 2.66 crores), other contingencies (Rs. 0.04 crores), and fixed deposit holders (Rs. 0.01 crores).
These liabilities are to be settled from the funds received from the Successful Resolution Applicant (SRA) under the Resolution Plan
approved by the Hon’ble NCLT. In accordance with Ind AS 37, no provision has been made in the books for Rs. 3.15 crores, as these
amounts have not yet been recognized.

xi. We draw attention to Note no 54 to the Standalone financial statements in respect of the utilization Cash and Cash equivalents after
payment of pending CIRP expenses, Rs.2.35 Crores has been distributed among secured financial creditors and the said amount has
been debited to respective financial creditors.

xii. As explained in Note no 55 to the Standalone financial statements, the accounts of certain Loans & Advances given, Trade Receivables,
Other Current Assets, are subject to confirmations, reconciliations and adjustments, if any, having consequential impact on standalone
financial statement for the year ended March 31, 2025 the amounts whereof are presently not ascertainable.

xiii. We draw attention to Note no 56 to the Standalone financial statements regarding the classification of the Perpetual Loan amounting
to Rs. 35.65 crore, which during the period has been reclassified from “Unsecured Loan” to “Equity” in accordance with Ind AS
32 Financial Instruments: Presentation. The instrument is perpetual in nature, carries no contractual repayment obligation, and the
payment of non-cumulative distributions at 6% per annum is entirely at the discretion of the Company.

xiv. We further draw your attention that the Company Trade Payables have been bifurcated into two parts i.e., MSME and others and
further sub- divided as disputable or otherwise. Disputed trade payables are taken only in cases where matter is under litigation.
In case of delayed outstanding against MSME/ others, beyond the period of Credit policy of the Company have been considered as
undisputable by the management. Assessment for identifying disputable one is not available. In absence of any audit evidence with
regards to classification, assessment of disputable or otherwise, we are unable to comment thereon and impact thereof on year ended
standalone financial statement.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements

of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the Standalone Financial Statements and Auditors’ Report thereon

The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information
included in the Company's annual report, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

Responsibilities of Board of Directors and Those Charged with Governance for the Standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of the state of affairs (financial position), profit/loss and other comprehensive income,
changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls which, in the opinion of the Board, are adequate and are being made
more robust, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, it being noted that such controls are the primary responsibility of the management and are continuously being made more robust,
but not for the purpose of expressing an opinion on the effectiveness of such.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of
standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the Standalone Financial Statements of the Company to express an opinion on the
Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, This includes any matters relating to internal financial controls that, in our judgment, could be made more robust, without implying a material
deficiency, identified during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143
(11) of the Act, we give in the “Annexure- A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31,2025 taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,2025 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure -B”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations if any as at 31 March 2025 on its financial position in its standalone
financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.

(iii) There are no amounts that are required to be transferred, to the Investor Education and Protection Fund by the Company.

(iv) (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or

invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any
other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of it's knowledge and belief, other than as disclosed in the notes to the
accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their
notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

(v) The company has not declared dividend during the financial year

(vi) Based on our examination, which included test checks, we observed that the company has used accounting software for maintaining
its books of account for the year ended 31st March 2025 that does not have the audit trail (edit log) feature as required under the
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014. As a result, any modifications to transactions during the year have not
been captured or recorded through an audit trail in the software.

(vii) With respect to the other matters to be included in the Auditors' Report in accordance with the requirements of section 197 (16) of the
Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration paid
by the Company during year to its directors therefore, the provisions of section 197 of the Act not applicable to company.

For Jain Jagawat Kamdar & Co.

Chartered Accountants

FRN:122530W

CA Basant Jain

Partner

M.No. 122463

UDIN: 25122463BMIIYW5648

Date: 24^th September, 2025

Place: Mumbai