Vascon Engineers Ltd Directors Report

Dear Members,

On behalf of the Board of Directors (‘the Board), it is our pleasure to present the 40^th Annual Report of the Company along with the Audited financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31, 2025.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In line with the MCA Circular No. 09/2024 dated September 19, 2024 (In continuation with the Circulars issued earlier in this regard) and SEBI Circular No. SEBI/HO/CFD/CFD-POD-2/P/CIR/2024/133 dated October 03, 2024, this Notice along with the Annual Report for FY 2024-25 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depositories/ Depositary Participants / KFintech. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website www.vascon.com. websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively and on the website of Kfintech at https://evoting.kfintech.com/showallevents.aspx. Hard copy of the full Annual Report will be sent to shareholders who request for the same.

Accordingly, this report is being sent through electronic mode to those shareholders whose email addresses are registered with the Companys Registrar and Share Transfer Agent viz Kfin Technologies Limited / Depository Participants.

1. Financial Highlights:

Table 1 gives the financial highlights of the Company for FY2025 as compared to the preceding financial year, on consolidated and standalone basis.

(C in lakh)

Particulars	Consolidated		Standalone
	FY 2025	FY 2024	FY 2025	FY 2024
Net Sales /Income from Business Operations	1,07,790	74,790	1,07,524	76,340
Other Income	1,250	1,183	1,250	1,177
Total Income	1,09,040	75,973	1,08,774	77,517
Profit /(loss)before Interest and Depreciation	10,038	7,180	9,972	8,734
Less: Interest	1,888	1,354	1,888	1,353
Profit /(loss)before Depreciation	8,150	5,826	8,084	7,381
Less: Depreciation and amortization	588	596	589	596
Profit / (loss) after depreciation and Interest	7,562	5,230	7,495	6,785
Share of Profit from Joint Venture/Associates	(49)	1,563	0	0
Exceptional Item	7,406	0	7,479	0
Less: Current Income Tax	2,615	646	2,608	643
Less: Previous year adjustment of Income Tax	(126)	0	(131)	0
Less: Deferred Tax	(215)	0	(214)	0
Net Profit after Tax of continuing operations	12,645	6,148	12,711	6,142
Net Profit after Tax of discontinuing operations	380	645	0	0
Net Profit after Tax of continuing & discontinuing operations	13,025	6,794	12,711	6,142
Remeasurement of Benefit liabilities/(Assets)	5	(35)	62	34
Income Tax relating to items that will not be reclassified to profit & loss account	(2)	17	(16)	0
Total Comprehensive Income	13,028	6,776	12,757	6,176
Less: Minority share of profits / losses	38	97	-	-
Dividend	0	0	0	0
Net Profit after Dividend and Tax	13,025	6,794	12,711	6,142
Earnings per share (Basic)	5.64	2.76	5.67	2.8
Earnings per Share (Diluted)	5.64	2.76	5.67	2.8

Notes: FY 2025 represents fiscal year 2024-25, from 1 April 2024 to 31 March 2025, and analogously for FY2024 and other such labeled years.

2. Business Performance:

The total standalone sales for Financial Year 2025 are C1,07,524 lakh as compared to C 76,340 Lakh for Financial Year 2024. The Company made a Profit after Tax of C12,711 lakh in Financial Year 2025 compared to 6,142 Lakh in Financial Year 2024.

The Companys performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.

3. Consolidated Results:

The turnover of the Company was C 1,07,741 Lakh in Financial Year 2025 against C 76,353 Lakh in Financial Year 2024. Profit after tax before Minority Interest for Financial Year 2025 was C13,025 lakh as compared to C 6,794.00 Lakh in Financial Year 2024.

4. Business Operations & Future Outlook

The real estate market, a key driver of the countrys economy, has been undergoing rapid evolution and growth in the recent years. Fuelled by increasing urbanization and rising incomes, the housing sector has become a significant contributor to Indias economic landscape.

Your company is strengthening its focus on its core area of operations, Viz., EPC and Real Estate. In view of the Governments emphasis on infrastructure expenditure in Health Care Sector - Hospitals and Medical College affordable housing and Airports your company has a sharp focus on all this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, design and built contract, the importance of value add in the project, and a special focus on the all the above segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects. The company witnessed strong execution backed by return of gradual normalcy. The company witnessed strong execution backed by return of normalcy in the overall economy.

EPC Segment:

The EPC segment remained the primary growth driver, with revenues of Rs1,007.21 crore in FY 2024-25. Execution momentum was sustained across major projects including the Mumbai Police Staff Quarters, Medical Colleges with District Hospitals at Kaushambi and Bijnor, Vedanta - Barmer facilities, and Pune MRDA works.

At year-end, the EPC order book stood at Rs2,825 crore, equivalent to 2.8 times annual revenues, providing robust visibility for the coming years. A diversified client base across government, institutional, and private sectors further strengthens resilience. Going forward, the Company will focus on expanding into high-potential verticals such as healthcare, institutional infrastructure, and residential complexes while leveraging digital tools and automation to enhance efficiency.

Real Estate Segment:

The Real Estate segment recorded revenues of Rs71 crore in FY 2024-25, supported by healthy sales momentum and disciplined collections. New sales bookings stood at ~35,000 sq. ft. worth Rs23 crore, with collections of Rs58 crore during the year.

Ongoing projects continued to demonstrate strong traction, reflecting Vascons brand strength and focus on the mid-to-premium housing category. With a strong pipeline of new launches, Vascon is well-positioned to capture demand in growth corridors such as Pune, Mumbai, and Coimbatore.

Looking ahead to 2026, optimism prevails as the sector is poised to rebound from the challenges encountered in previous years. Analysts anticipate a more favourable market environment, citing the presence of pent-up equity seeking housing opportunities. Whether youre a first-time buyer or an investor eyeing property expansion, staying abreast of real estate trends is crucial for making well-informed decisions in this dynamic market.

The depth of capital in Asian markets, including India, is diversifying, with real estate emerging as a favored sector for increased allocations. Indias position as one of the fastest-growing economies globally, driven by private consumption and capital formation, makes the real estate sector an attractive investment option. Investors are exploring opportunities across various real estate segments, such as office spaces, logistics, private credit, residential properties, and data centres.

The Company aims to drive profitability, enhance customer experience, and embrace digital technologies. Moreover operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

5. Credit Rating:

The Company has obtained Credit Ratings from CRISIL Ratings Ltd ("CRISIL"). During the year under review, the Companys credit rating was revised upwards which reflects its strong financial position and robust operational performance and the same is as under:

Instrument	Rating Agency	Rating	Outlook
Long Term Ratings
(Fund Based Facilities)	CRISIL	A-	Stable (Upgraded from ‘CRISIL BBB+)
Short Term Ratings
(Non-Fund Based Facilities)	CRISIL	A2+	Assigned (Upgraded from ‘CRISIL A2)

The outlook remains stable.

6. Transfer to Reserves:

The Company has not transferred any amount to the General Reserve.

7. Dividend:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://www.vascon.com/investors/ services

The Board of Directors strongly believe that the current market scenario would offer attractive business development opportunities in the real estate sector and reinvesting the capital in such opportunities would create more wealth and value for the shareholders in the long term. Accordingly, with a view to creating long-term economic value, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025.

8. Share Capital

The current Authorised Capital of the Company is C 2,69,13,00,000 divided into 26,41,30,000 Equity Shares of C 10/- each and 50,00,000 Preference Shares of C10/- each.

During the year under review 49,70,000 Equity Shares of face value C 10/- each of the Company were allotted to its eligible employees on exercise of options granted under Companys Employees Stock option Scheme 2020 (ESOS 2020).

As on March 31, 2025, the total issued, subscribed and paid-up share Capital of the Company is C 226,28,71,110/- consisting of 22,62,87,111 Equity Shares of C 10/- each fully paid-up.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than ESOS. Your Company has not resorted to any buy back of the equity shares during the financial year under review.

9. Public Deposits:

The Company has not accepted or renewed any deposit as covered under Section 73 of the Companies Act, 2013, from its members or the public, during the financial year under review.

10. Material Changes and Commitments affecting the Financial Position of the Company:

There are no material changes and commitments affecting the financial position of the Company which had occurred between the end of the financial year and the date of this report.

11. Adequacy of Internal Financial

Controls with Reference to the

Financial Statements:

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

12. Subsidiaries, Associates and Joint Ventures:

The status of the Subsidiaries, Associates & Joint Ventures of the Company, during FY 2024-25 were as under:

a. The Company had divested its entire holding in GMP Technical Solutions Private Limited, a material subsidiary of the Company (GTSPL) i.e. 12689 equity shares to M/s Shinryo Corporation and thereby GTSPL ceases to be the Subsidiary of the Company w.e.f. 10^th October 2024.

b. The Company had divested its entire equity stake held in its wholly owned Subsidiary i.e. Marathawada Realtors Private Limited ("MRPL")

i.e. 39216 Equity shares having face value of C100/- each to Individual buyers in terms of Share Transfer Agreement dated 28^th March 2025 and thus, MRPL ceases to be the wholly owned Subsidiary of the Company w.e.f. 28^th March 2025.

c. The Company has divested its entire equity stake held in its wholly owned Subsidiary i.e. Almet Corporation Limited ("ACL") i.e. 58824 Equity Shares having face value of C100/- each to Individual buyers in terms of Share Transfer Agreement dated 31^st March 2025 Thus, ACL ceases to be the wholly owned Subsidiary of the Company w.e.f. 31^st March 2025.

Except the above mentioned Companies, the other Subsidiaries and Associates of your Company as on March 31, 2025 which also forms a part of MGT-7, the draft of which can be accessed from Companys website https://www.vascon.com/investors/services

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more Subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all Subsidiaries, Joint Ventures and Associates in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statements of the Company and all its subsidiaries and joint ventures are prepared in accordance with the provisions as specified in the Companies (Accounts) Rules, 2014, form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiaries and Joint Ventures in the prescribed form AOC-1 is attached as "Annexure-I" to the Boards Report. This statement also provides the details of the performance and financial position of each Subsidiary/Joint Ventures and Associates

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements and related information of the subsidiaries, where applicable, will

be available for inspection on demand in electronic form. These will also be available on our website at https://www.vascon.com/investors/balancesheet

13. Particulars of Loans, Guarantees or Investments:

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI Listing Regulations in Notes forming part of the financial statements.

14. Employee stock option scheme:

The Company offers stock options to select employees of the Company, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the ‘SBEBSE Regulations). Stock options are granted to employees upon achieving defined thresholds of performance and leadership behaviour. This has contributed to the active involvement of the leadership and senior team who are motivated to ensure longterm success of the Company.

Grant of stock options also allows the Company to maintain the right balance between fixed pay, shortterm incentives and long-term incentives to effectively align with the risk considerations and build the focus on consistent long-term results

Employee Stock Option Scheme-2020 (‘ESOS) is in compliance with the SBEB Regulations and there were no material changes in the scheme during the year. The same can be accessed at https://www.vascon. com/investors/services

A statement giving complete details as at the year ended March 31, 2025, in terms of Regulation 14 of SBEBSE Regulations is available on the Companys website and can be accessed at https://www.vascon. com/investors/services

Grant wise details of options vested, exercised and cancelled are provided in the notes to the Standalone and Consolidate Financial Statements.

15. Corporate Governance and Additional Shareholders Information:

Your company practices a culture that is built on core and ethical values. The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report.

A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on corporate governance.

16. Awards and Recognitions:

The Company has been recognized / awarded with the following titles during the FY 2024-25

I. 5 million safe man hours working for developing Maharashtra State Police Housing - Mulund, Mumbai - May 2024

II. Conclave and Awards - Industry Achievement Award Construction to Siddharth Vasudevan Moorthy - Pune - August 2024

III. CW Architect & AMP; Builder - Outstanding contribution to the Construction Industry. - Sept 2024

17. Management Discussion and Analysis:

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is provided as a separate chapter in the Annual Report.

18. Board of Directors and Key Management Personnel:

a. Mr. K. G. Krishnamurthy (DIN: 00012579) ceased to be the Independent Director of the Company upon successful completion of his tenure on September 20, 2024. The Board places on record its appreciation towards valuable contribution made by him during his tenure as Independent Director of the Company.

Save and except the above, there were no changes in the Directors of the Company during the year under review.

b. Retire by Rotation of Ms. Sowmya Aditya

Iyer (DIN: 06470039), Non-Executive

Director

As per Section 152 of the Companies Act, 2013, Ms. Sowmya Aditya Iyer Non-Executive Director of the Company shall retire by rotation at the forthcoming 40^th Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies along with her shareholding in the Company as stipulated under the Secretarial Standards and SEBI Listing Regulations is appended as an Annexure to the Notice of the ensuing AGM.

Ms. Sowmya Aditya Iyer is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE and NSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

c. Key Management Personnel (KMPs)

Ms. Sarita Ahuja resigned from the position of Company Secretary & Compliance Officer w.e.f 24^th May, 2024, and Ms. Neelam Pipada was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 17^th July, 2024.

The following persons have continued as the Key Managerial Personnel during the FY 2024-25:

• Mr. Siddharth Vasudevan Moorthy,

Managing Director

• Dr. Santosh Sundararajan, Whole time Director and Group Chief Executive Officer

• Mr. Somnath Biswas, Chief Financial Officer

• Ms. Sarita Ahuja, Company Secretary and Compliance Officer (till May 24, 2024)

• Ms. Neelam Piyush Pipada, Company Secretary and Compliance Officer (w.e.f. July 17 2024)

Save and except the above, there were no changes in the Key Managerial Personnel of the Company during the year under review.

19. Declaration by Independent Directors:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are Independent of the Management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as Directors in listed Companies for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

20. Meetings:

The Company Secretary, in consultation with the Chairman of the Company and Chairman of the respective Board Committees, prepares the agenda and supporting documents for discussion at each Board meeting and Committee meetings, respectively. The Board and the Audit Committee meet in executive session, at least four times during a Financial Year, mostly at quarterly intervals inter-alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if deemed necessary, to conduct the business. During the Financial Year 2024-25, 7 meetings of Board of Directors were held. The maximum gap between two board meetings did not exceed 120 days.

Details of board meetings are laid down in Corporate Governance Report which forms a part of this Annual Report.

21. Performance Evaluation:

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and

Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Boards overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on 27^th January, 2025, inter-alia, for:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Meeting was conducted in an informal manner without the presence of the Whole-time Director(s), the NonExecutive Non-Independent Directors.

22. Board Committees:

In compliance with the Statutory requirements, the company has constitutes four mandatory committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

A detailed update on the Board, its composition, governance of committees, terms and reference of various committees, no of committee meeting held during the year is provided in the Corporate Governance Report, which forms a part of this report.

a. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of SEBI Listing Regulations. The Audit Committee of the Board of Directors consists of three Independent Directors and one Executive-Director. The members of Audit Committee are financially literate and have experience in financial management. Presently, the Committee comprises of:

• Mr. Mukesh Satpal Malhotra, Chairperson and Independent Director

• Ms. Tara Subramaniam, Woman Independent Director and Member

• Mr. S. Balasubramanian, Independent Director and Member

• Mr. Siddharth Vasudevan Moorthy, Managing Director and Member.

Company Secretary of the Company acted as Secretary of the Committee.

The Board has accepted all recommendations made by the Audit Committee during the year.

b. Nomination and Remuneration Committee:

The composition of Nomination & Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued there under and Regulation 19 of SEBI Listing Regulations. Presently, the Committee comprises of:

• Ms. Tara Subramaniam - Chairperson and Independent Director

• Mr. Mukesh Satpal Malhotra - Independent Director and Member

• Ms. Sowmya Aditya Iyer - Non-Executive Director and Member

The Board has accepted all recommendations made by the Nomination and Remuneration Committee (NRC) during the year Company Secretary of the Company acts as Secretary of the Committee.

Companys Policy on Directors Appointment and Remuneration:

Based on the recommendation of NRC, the Board has adopted the Remuneration Policy for Directors, KMP and other Employees. NRC has also formulated the criteria for determining qualifications, positive attributes and independence of director as well as criteria for evaluation of individual Directors and the Board.

The Remuneration Policy of the Company is hosted on the Companys website at the weblink: https://www.vascon.com/investors/services.

c. Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder and Regulation 20 of SEBI

Listing Regulations. Presently, the Committee comprises of:

• Mr. Mukesh Satpal Malhotra, Chairperson and Independent Director;

• Mr. S. Balasubramanian Independent Director and Member;

• Mr. Siddharth Vasudevan Moorthy, Managing Director and Member.

Company Secretary of the Company acted as Company Secretary of the Committee.

The Board has accepted all recommendations made by the Stakeholders Relationship Committee during the year.

d. Corporate Social Responsibility Initiatives:

Vascon has been an early adopter of Corporate Social Responsibility initiatives. The Company works with Vascon Moorthy Foundation (‘VMF) towards improving healthcare, supporting child education and many such activities for the welfare of the Society.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors.

Corporate Social Responsibility Committee comprises of:

• Mr. Siddharth Vasudevan Moorthy, Chairman of the Committee;

• Mr. Mukesh Satpal Malhotra, Member;

• Ms. Sowmya Aditya Iyer, Member.

During the year, the Committee monitored the implementation and adherence to the CSR policy. Our CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of health, livelihood and education. The policy enables a deeper understanding of outcome focused social development through diverse collaborations.

The Report on CSR activities of the Company is attached as "Annexure-III"

The CSR Policy of the Company is hosted on the Companys website at the weblink: https://www. vascon.com/investors/services

23. Business Risk Management:

The Company has established a well-documented and robust risk management framework under

the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Companys objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business.

24. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

25. Related Party Transactions:

The Board attaches highest importance to governance and stakeholders confidence and trust. In line with the same and to provide governance over transactions which could involve a potential conflict of interest, the Company has a defined Related Party Transactions Policy and guidelines and the Audit Committee of the Board periodically reviews and monitors the Related Party Transactions.

The updated Related Party Transactions Policy has been hosted on the Companys website at https:// www.vascon.com/investors/services

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Related Party Transactions that have any conflict of interest.

No material Related Party Transactions i.e. transactions exceeding 10% of the Annual Consolidated turnover as per the last Audited Financial Statement, were entered during the year by your Company. There were no transactions with related parties which require compliance under Regulation 23 of SEBI Listing Regulations. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock

Exchanges as on September 30, 2024 and March 31, 2025.

26. Vigil Mechanism / Whistle Blower Policy:

The Company has Whistle-Blower policy (Whistle- Blower/ Vigil Mechanism) to report concerns and aligns with the requirement of vigil mechanism and Regulation 22 of SEBI Listing Regulations. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The Policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The details of the procedure are also available on the Companys website https://www.vascon.com/investors/services

27. Auditors:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Sharp and Tannan Associates, Chartered Accountants (FRN - 109983W) have been reappointed as the Statutory Auditors of the Company for a further period of 5 years from the conclusion of 39^th Annual General Meeting, held in 2024 till the conclusion of 44^th Annual General Meeting of the Company to be held in 2029. During the FY 2024-25, they continue as the Statutory Auditor of the Company.

b) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Amit Jaste of M/s Amit Jaste and Associates, Practicing Company Secretaries (Membership No.:7289, Certificate of Practice:12234) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2024-25. The Secretarial Audit Report for FY 2025 is attached as "Annexure-N".

c) Appointment of Secretarial Auditor and fixation of their remuneration:

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Amit

Jaste & Associates, Practicing Company Secretaries (Membership No.:7289, Certificate of Practice:12234 and Peer Reviewed Certificate No. 1751/2022) as the Secretarial Auditors of the Company for a first term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. Amit Jaste & Associates, Practicing Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

The Secretarial Auditor have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

d) Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the Cost Audit records. Your Board has, on the recommendation of the Audit Committee, appointed Varsha S. Limaye, Cost Accountants (Membership No:12358) as Cost Auditors of the Company for the FY 2026 at a remuneration of C 2,50,000/- (Rupees Two Lakh and Fifty Thousand only) plus taxes as may be applicable.

28. Boards Response on Auditors Qualification, Reservation or Adverse Remark:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, Secretarial Auditor and Cost Auditor in their respective report(s) for the financial year ended March 31, 2025 except the following:

Observation by Secretarial Auditor

In Respect of Audited Financial Results for the quarter and year ended 31^th March, 2024, newspaper publication of the said financial results approved by the Board on 21^st May, 2024 were published on 24^th May, 2024.

Management Response:

The Company had given the requirement of publication in newspaper, however due to administrative difficulties the publication could take place only on May 24, 2024

Secretarial Auditors Certification:

• The Secretarial Auditors certificate confirming compliance with conditions of Corporate Governance as stipulated under SEBI Listing Regulations, for financial year ended 31^st March, 2025 also forms part of this Report.

• The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available for inspection by the members on demand electronically.

29. Reporting of Frauds:

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

30. Significant and Material Orders Passed by the Courts/Regulators:

During the Financial Year ended 31^st March, 2025, there were no significant and/or material orders, passed by any Court or Regulatory Authority or Tribunal, which may impact the going concern status or the Companys operations in future.

31. Information Required Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules

there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI Listing Regulations in this regard is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial Year: Nil

c. No. of complaints pending as on end of Financial Year: Nil

32. Transfer of unpaid and unclaimed dividend amount and transfer to Investor Education and Protection Fund (‘IEPF)

The Company had declared the Dividend during FY 2023-24 and the list of Unpaid / Unclaimed Dividend has been placed on the Website www.vascon.com/ investorservices

Adhering to the various requirements set out in the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has during Financial Year 2018-19, transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer i.e. November 15, 2018. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link https://www.vascon.com/investors/ services. The said details have also been uploaded on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Members may note that shares as well as dividend transferred to IEPF Authority can be claimed back from them. Concerned members/investors are advised to visit the weblink: http://iepf.gov.in/IEPFA/refund.html or contact Kfintech for lodging claim for refund of shares and/or dividend from the IEPF Authority.

33. Disclosures:

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following items and accordingly affirm as under:

• The Company has neither revised the Financial Statements nor the report of the Board of Directors.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• There was no change in the nature of the business of the Company.

• There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

• No petition/application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

• Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees.

• The company has software for maintaining its books of account and has a feature of recording audit trail for each transaction with audit log.

34. Particulars of Employees:

Disclosures containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in "Annexure-IV" forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Any Member interested in obtaining a copy thereof may send an e-mail to compliance.officer@vascon.com

The ratio of the remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as "Annexure-IV" Remuneration of Managerial Personnel.

35. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company focuses on conservation of energy in its projects. Many of our projects are eco-friendly. One of our Project (Windermere) pre-certified project issued by Indian Green Building Council. Company has also received another certificate- Eco-housing Certificate with 5 STAR rating issued by Science and Technology.

Adampur Airport is Griha certified with the rating of 4 STAR, even Goa airport is registered for GRIHA and aim towards 4 STAR rating. PMRDA is registered for GRIHA and aims for 3 STAR rating.

Our Medical College Campur & Hospital located at Bijnor & Kaushambi both are registered for GRIHA.

Barmer Crain oil residential development is aimed for IGBC GOLD rating.

We focus on preserving natural resources like trees, canals and other resources while designing the projects. Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

During the year under review, no Foreign Exchange Earnings and Outgo reported.

36. Extract of the Annual Return

In compliance with section 134(3)(a) of the Act, a copy of the annual return as provided under section 92(3) of the Act in the prescribed form, which will be filed with the Registrar of Companies/Ministry of Corporate Affairs (‘MCA), is available on the website of Company and can be accessed at https://www.vascon.com/ investors/services

37. Directors Responsibility Statement:

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on accrual basis except for certain financial instruments which are measured at fair value pursuant to the provisions of the Act and guidelines issued by SEBI. Accounting policies have been consistently applied except where revision to an existing Accounting Standard requires a change in the accounting policy.

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended March 31, 2025 and of the profits and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

38. Acknowledgement:

We thank our clients, vendors, investors, bankers, employees, for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our growth was made possible by their hard work, co-operation and support. We further place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Business Partners.

For and on behalf of the Board of Directors

Sd/-	Sd/-
Mukesh Satpal Malhotra	Siddharth Vasudevan Moorthy
Chairman	Managing Director
Place: Mumbai
Date: 14th May, 2025