Shareholders meeting

VALECHA ENGINEERING LIMITED VALECHA (AN ISO 9001 - 2015 COMPANY) ~fDEflNING INFRASTRUCTURE VEL /2026-27 05.09.2026 BSELIMITED NATIONAL STOCK EXCHANGE OF INDIA Dept. of Corporate Services, LIMITED P. J. Towers, Exchange Plaza, Bandra Kurla Complex, Bandra Dalal Street, (East), Mumbai - 400 001 Mumbai - 400 051 SCRIP CODE 532389 VALECHAENG Dear Sir / Madam, Sub: Submission of 49th Annual Report for the year 2025-26 along with the Notice and information on Book closure as per Regulation 34 & 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Annual Report for the FY 2025-26 along with the Notice of 49th Annual General Meeting of the Company to be held on Wednesday, 30.09.2026 at 03:30 p.m. (1ST), at the Valecha Chambers 4th Floor, New Link Road, Andheri West, Mumbai - 400 053 to transact the business as set out in the Notice convening the Meeting. Wednesday, 30.09.2026 at 03:30 p.m. 1 Date Time & Venue of AGM (1ST) at Valecha Chambers 4th Floor, New Link Road, Andheri West, Mumbai - 400 -" 053 2 Book Closure Period Wednesday, 23.09.2026 to Wednesday 30.09.2026 (both days inclusive). Cut-off Date for determining eligibility 3 for the remote e-voting & e-voting Wednesday, 16.09.2026 during the AGM and through Postal Ballot during the AGM e-Voting date September 27, 2026 and time (Sunday) from 09:00 a.m. 4 Remote E-Voting Period (1ST) e-Voting date September 29, 2026 and time (Tuesday) till 05:00 p.m. (1ST) The Company has engaged National Securities Depository Limited (NSDL) for providing e voting services for this 49th AGM. We request you to take the above on record as compliance with relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and disseminate to the stakeholders. Kindly take the same on records. Thanking you, Yours faithfully For VA LECHA ENGINEERING LIMITED (VIJAYKUMAR MODI) COMPANY SECRETARY& LEGAL Encl : As above ~ Regd. Office: Valecha Chambers, 4th floor, Plot No. B,6, New Link Rood, Andheri (W), Mumbai 400053, Indio. Tel.: + 91·22·42633200 Email: ho@valecha.in Website: www.valecha.in (IN, L74210MH1977PLC019535 VALECHA ENGINEERING LIMITED 49TH ANNUAL REPORT 2025 -26 CIN: L74210MH1977PLC019535 VALECHA ENGINEERING LIMITED Board of Directors Mr. Bhushan Ravindra Sable - Executive Director w.e.f. 14.08.2024 Mr. Shashikant Gangadhar Bhoge - Executive Director w.e.f. 14.08.2024 Mr. Pradeep Khandagale - Non-Executive Director w.e.f. 14.08.2024 Mr. Ashish Mittal - Non-Executive and Independent Director w.e.f. 14.08.2024 Mr. Vipul Bansal - Non-Executive and Independent Director w.e.f. 10.09.2024 up to 18.11.2025 Ms. Ashlesha Shachindra Raythattha - Non-Executive and Independent Director w.e.f. 10.09.2024 up to 28.05.2026 Mr. Aniruddh Shrikhande - Non-Executive and Independent Director w.e.f. 18.11.2025 Ms. Sheuli Sandeep Mukharjee - Non-executive and Independent Director w.e.f.13.08.2026 Company Secretary & Legal : Mr. Vijaykumar H. Modi Chief Financial Officer : Mr. Anil S Korpe Auditors : M/s. Jain Jagawat Kamdar & Co. Chartered Accountants Bankers : Bank of Maharashtra Registrars and Transfer Agents : Bigshare Services Private Limited w.e.f. 01.10.2024 PINNACLE BUSINESS PARK, Office No S6-2, 6th Floor, Mahakali Caves Rd, next to Ahura Centre, Andheri (East), Mumbai, Maharashtra - 400093 Phone: 022 6263 8200 Registered Office : “Valecha Chambers”, 4th Floor, Andheri New Link Road, Andheri (West), Mumbai-400 053. Tel. : 022-42633200 E-mail: investor.relations@valecha.in; https://valecha.in CONTENTS Page Nos. Notice 4 Board’s Report 12 Report on Corporate Governance 20 Management Discussion and Analysis Report 28 Independent Auditor’s Report 30 Balance Sheet 42 Statement of Profit & Loss 43 Cash Flow Statement 45 Notes on Financial Statement 46 Material Accounting Policies 46 Salient Features of Subsidiaries 77 Consolidated Financial Statement 79 49th Annual Report 2025-2026 CIN: L74210MH1977PLC019535 NOTICE NOTICE is hereby given that the 49th Annual General Meeting of the Members of the Company will be held on WEDNESDAY 30.09.2026AT 03 : 30 P.M. (IST) at Valecha Chambers, New Link Road, Andheri (West) Mumbai 400 053. to transact the following businesses : 1. Adoption of Financial Statements To consider and adopt: a) the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Report of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Report of Auditors thereon. 2. To appoint a Director in place of Mr. Pradeep Khandagale (DIN: 01124220), who retires by rotation and being eligible, offers himself for re- appointment 3. To appoint Ms. Sheuli Sandeep Mukharjee ( DIN:11862995) as Non-executive and Independent director of the Company. To consider and if thought fit, to pass the following resolution as an SPECIAL RESOLUTION RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and in accordance with the Articles of Association of the Company, Ms. Sheuli Sandeep Mukharjee (DIN: 11862995) be and is hereby appointed as Director of the Company to fill the casual vacancy caused due to the resignation Ms. Ashlesha Shachindra Raythattha (DIN: 10769720) with effect from 28.05.2026 RESOLVED FURTHER THAT Ms. Sheuli Sandeep Mukharjee shall hold office up to the date up to which the original Director would have held office had the vacancy not occurred. RESOLVED FURTHER THAT the Board of Directors or Company Secretary be and is hereby severally authorized to do all such acts, deeds matters and things as may be necessary and required for giving effect to this resolution.” 4. RE-APPOINTMENT OF THE STATUTORY AUDITORS To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION To appoint M/s. JAIN JAGAWAT KAMDAR & CO., Chartered Accountants, as Statutory Auditors of the Company to hold office for a period of 1(One) financial year-2026-27, from the conclusion of the 49th Annual General Meeting of the Company until the conclusion of the 50th Annual General Meeting of the Company and to authorise the Board of Directors of the Company to fix their remuneration. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification, amendment or enactment thereof, for the time being in force), M/s. JAIN JAGAWAT KAMDAR & CO, Chartered Accountants, (Firm Registration No.: 122530 W) be and are hereby appointed as Statutory Auditor of the Company from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting of the Company to be held in the year 2027 at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of Directors of the Company and the Auditors. 5. APPOINTMENT OF SECRETARIAL AUDITOR To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION RESOVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) read with applicable provisions of the Companies Act, 2013, each as amended, and based on the recommendation(s) of the Audit Committee and the Board of Directors of the Company (‘Board’), M/s. Ro [Showing first 8,000 characters — download PDF for full document]