Vascon Engineers Ltd Directors Report

Dear Members,

As Vascon Engineers celebrates four decades of excellence under the theme "40 Saal Bemisaal," on behalf of the Board of Directors (‘the Board), it is our pleasure to present the 41st Annual Report of the Company along with the Audited financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31, 2026

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In compliance with the MCA Circulars and Regulation 36(1)(a) of the Listing Regulations, Notice of the AGM along with the Annual Report for the financial year 2025-26 is being sent only through electronic mode to those Members whose e-mail address is registered with the Company / Share Transfer Agent / Depository Participants / Depositories. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter providing the web-link, including the exact path, where Annual Report for the financial year 2025-26 is available, is being sent to those Members whose e-mail address is not registered with the Company / Share Transfer Agent / Depository Participants / Depositories.

Members may note that this Notice and Annual Report for the financial year 2025-26 will also be available on the Companys website at: 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 Companys Share Transfer Agent, KFin Technologies Limited ("KFinTech") at: https://evoting.kfintech.com/showallevents.aspx.

1. Financial Highlights:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Table 1 gives the financial highlights of the Company for FY2026 as compared to the preceding financial year, on consolidated and standalone basis.

Particulars	_Consolidated		Standalone
	FY 2026	FY 2025	FY 2026	FY 2025
Net Sales / Income from Business Operations	94,929	1,07,790	94,853	1,07,524
Other Income	3,519	1,250	3,515	1,250
Total Income	98,448	1,09,040	98,368	1,08,774
Profit /(loss)before Interest and Depreciation	8,789	10,039	8,703	9,972
Less: Interest	1,620	1,888	1,620	1,888
Profit /(loss)before Depreciation	7,169	8,151	7,083	8,084
Less: Depreciation and amortisation	585	589	585	589
Profit / (loss) after depreciation and Interest	6,584	7,562	6,498	7,495
Share of Profit from Joint Venture/Associates	-76	-49	-	-
Exceptional Item		7,406	-	7,479
Less: Current Income Tax	1,925	2,489	1,916	2,609
Less: Previous year adjustment of Income Tax		-		-131
Less: Deferred Tax	-507	-215	-506	-214
Net Profit after Tax of continuing operations	4,890	12,645	4,888	12,711

 

Particulars	_Consolidated		Standalone
	FY 2026	FY 2025	FY 2026	FY 2025
Net Profit after Tax of discontinuing operations	-	380.00	-	-
Net Profit after Tax of continuing & discontinuing operations	4,890.00	13,025.00	4,888.00	12,711.00
Remeasurement of Benefit liabilities/(Assets)	83.00	-3.00	83.00	62.00
Income Tax relating to items that will not be reclassified to profit	-21.00	-	-21.00	-16.00
& loss account
Total Comprehensive Income	4,952.00	13,028.00	4,950.00	12,757.00
Less: Minority share of profits / losses	-	38.00	-	-
Dividend	-	-	-	-
Net Profit after Dividend and Tax	4,890.00	13,025.00	4,888.00	12,711.00
Earnings per share (Basic)	2.15	5.81	2.15	5.81
Earnings per Share (Diluted)	2.15	5.81	2.15	5.81

Notes: FY 2026 represents fiscal year 2025-26, from 1 April 2025 to 31 March 2026, and analogously for FY2026 and other such labeled years. Previous year figures have been regrouped/re-arranged wherever necessary.

2. Business Performance:

The total standalone sales_ for Financial Year 2026 are _94,853_lakh as_compared to _1,07,524 Lakh_for Financial Year 2025. The Company made a Profit after Tax of__4,888_lakh in Financial Year 2026_compared to_12,711 Lakh_in Financial Year 2025.

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 _94,929 Lakhs in Financial Year 2026 against _1,07,790_ Lakhs in Financial Year 2025. Profit after tax before Minority Interest for Financial Year 2026 was _4,890_lakh as compared to _13,025 lakhs in Financial Year 2025.

4. State Of Affairs, Business Operations & Future Outlook

Vascon Engineers Ltd celebrates 40 years milestone Over these 40 years, Vascon has showcased versatility for delivering complex and large-scale projects with quality, precision, and timeliness and engineering excellence.

During FY 2025-26, the company divested its entire stake in Ascent Hotels Private Limited and acquired a 100% stake in Kanchi Properties Private Limited, making the latter a wholly-owned subsidiary.

During the year, the Company entered into an MoU with Adani Infra (India) Limited to act as an EPC execution partner for upcoming real estate projects of the Adani Group. The project scope and value are under finalization, subject to receipt of the necessary statutory approvals and regulatory clearances.

EPC Segment

The EPC segment reported the revenues of _916 crore in FY 2025–26. At year-end, the EPC order book stood at _2,717 crore, equivalent to 2.9 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 _33 crore in FY 2025–26, supported by healthy sales momentum and disciplined collections. New sales bookings stood at 96735 sq. ft. worth _113 crore, with collections of _119 crore during the year.

Ongoing projects continued to demonstrate strong traction, reflecting Vascons brand strength and focus on the mid-to-premium housing category. Real estate business is supported by a robust upcoming project pipeline, providing strong medium-term growth visibility. Near-term launches comprise four projects across key micro-markets such as Mumbai and Pune, with a total saleable area of approximately 1.94 million sq. ft. and an estimated gross development value (GDV) of _2,360 crore, of which around _1,110 crore is attributable to Vascon. Key upcoming launches include projects in Powai, Prakash Housing Society.

5. Credit Rating:

The Company continues to be rated by CRISIL Ratings Limited (CRISIL). During the year under review, the Companys credit ratings remained unchanged, reflecting its strong financial discipline, prudent financial management and robust business fundamentals the same is as under:

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

The outlook remains stable.

6. Transfer to Reserves:

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

7. Dividend:

In accordance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has adopted the Dividend Distribution Policy and the same 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, 2026.

8. Share Capital

The current Authorised Capital of the Company is _2,69,13,00,000 divided into 26,41,30,000 Equity Shares of _10/- each and 50,00,000 Preference Shares of _10/- each.

During the year under review 54,10,000 Equity Shares of face value _10/- each of the Company were allotted to eligible employees on exercise of options granted under Companys Employee Stock Option Scheme 2020 ("ESOS").

As on March 31, 2026, the total issued, subscribed and paid-up share Capital of the Company is _231,69,71,110/- consisting of 23,16,97,111 Equity Shares of _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 2025-26 were as under: a. Vascon Value Homes Private Limited and Marvel Housing Private Limited Continued to be as Wholly owned Subsidiaries of Vascon Engineers Limited b. During the year, the Company acquired 100% stake of Kanchi Properties Private Limited and thereby becomes a wholly owned subsidiary of the Company w.e.f. 31st March, 2026.

As on the date of dispatch of this Annual report the Share Transfer Agreement of Almet Corporation Limited is kept is abeyance and same has been intimated to the stock exchanges already.

Details of the above-mentioned wholly owned subsidiaries and associate entities of the Company as at 31 March 2026 are provided in the Notes to the Consolidated Financial Statements. The same information also forms part of the Companys Annual Return (Form MGT-7), the draft of which is available on the Companys website at https://www.vascon.com/ investors/services.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, 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 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 selected 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 in managerial and leadership positions 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 long-term success of the Company.

Grant of stock options also allows the Company to maintain the right balance between fixed pay, short-term 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 31st March 2026, 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 recognised / awarded with the following titles during the FY 2025-26 i. ISDA Infracon National Awards 2025 – Vascon Engineers ltd – Best Practices in Health, Safety and Environment. – June 2025 ii. The Maharashtra State Best Employer Brand Awards 2025 – Vascon Engineers ltd – July 2025 iii. CWAB Award 2025 – Vascon Engineers ltd – Fastest Growing Construction Company. iv. Real Estate Icon of Pune Awards by the Times of India – Siddharth Vasudevan v. Builders Association of India Awards – Well Built Structure Competition 2025 – Vascon Engineers ltd vi. 17th CIDC Vishwakarma Awards 2026 – Vascon Engineers Ltd – Proposed 700 Bed- General Hospital at PCMC Pune vii. 17th CIDC Vishwakarma Awards 2026 – Vascon Engineers Ltd – MMRCL- K3 Building Kalbadevi - Mumbai viii. 17th CIDC Vishwakarma Awards 2026 – Vascon Engineers Ltd – Construction of REP Chennai Sipcot Base Build Construction project Phase 2 at Chennai. ix. World Happiness Congress Awards – Happy Companies to Work for – Vascon Engineers Ltd – Feb 2026

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. Retire by Rotation of Dr. Santosh Sundararajan (DIN: 00015229), Whole Time Director

As per Section 152 of the Companies Act, 2013, Dr. Santosh Sundararajan (DIN: 00015229) Whole Time Director of the Company shall retire by rotation at the ensuing 41st Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies along with his 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.

Dr. Santosh Sundararajan 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.

b. Key Management Personnel (KMPs)

The following persons have continued as the Key Managerial Personnel during the FY 2025-26:

• Mr. Siddharth Vasudevan Moorthy, Managing Director

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

• Mr. Somnath Biswas, Chief Financial Officer

• Ms. Neelam Piyush Pipada, Company Secretary and Compliance Officer Save and except the above, there were no changes in the Key Managerial Personnel of the Company during the year under review.

C. Change in Directorship

• Mr. Mukesh Satpal Malhotra, Chairman and Independent Director shall complete his second term of appointment as an Independent Director on May 16, 2026.

• Mr. Divya Maneklal Shah (DIN:11707687) shall be appointed as an Additional Director (Non – Executive Independent Director) with effect from May 15, 2026 In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, he holds office up to the date of the ensuing Annual General Meeting and is eligible for appointment as an Independent Director, subject to the approval of the shareholders. A resolution seeking approval of the Shareholders is provided in the Notice of the ensuing AGM.

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 2025-26, 5 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.

During the year under review, a separates meeting of Independent Directors was held on 9th february 2026 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. The Meetings were conducted in an informal manner without the presence of the Whole-time Director(s), the Non-Executive Non-Independent Directors.

22. Board Committees:

In compliance with the Statutory requirements, the company has constituted 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. As on the date of signing of the Report, 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 (NRC):

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. As on the date of signing of the Report, the Committee comprises of:

• Mrs. 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 during the year.

Companys Policy on Directors Appointment and Remuneration:

Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director: 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. As on the date of Signing of the report, 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

• 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 organise our social outreach programmes 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 categorising 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 with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

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. The related party transactions disclosed above are presented on a_net basis_for each related party, considering the nature and frequency of the transactions during the year. This presentation is for disclosure purposes only and does not affect the accounting treatment in the 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 on September 30, 2025 and for the year ended March 31, 2026.

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 victimisation.

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 39th Annual General Meeting, held in 2024 till the conclusion of 44th Annual General Meeting of the Company to be held in 2029. During the FY 2025-26, they continued to be as the Statutory Auditor of the Company. The Statutory Auditors have confirmed that they are eligible to continue as the Statutory Auditors of the Company and are not disqualified from acting as such under the provisions of the Companies Act, 2013.

b) Secretarial Auditor:

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Amit Jaste of M/s Amit Jaste and Associates, Practicing Company Secretaries (Membership No.:7289, Certificate of Practice:12234) were appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company, at the Annual General Meeting held on September 24, 2025. They have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding office, as the Secretarial Auditor of the Company.

The Secretarial Audit Report for FY 2026 is attached as "Annexure-II". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

c) 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 as specified by the Central Government. Such records are subject to audit by Mrs. Varsha S. Limaye, Cost Accountants for Financial Year 2025-26.

Your Board has, on the recommendation of the Audit Committee, appointed Mrs. Varsha S. Limaye, Cost Accountants (Membership No:12358) as Cost Auditors of the Company for the FY 2026-2027 at a remuneration of _2,50,000/- (Rupees Two Lakhs and Fifty Thousand only) plus taxes as may be applicable. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM. The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

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 reports for the FY ended March 31, 2026 However Statutory Auditor and the Secretarial Auditor have raised an observation regarding the Companys Corporate Social Responsibility (CSR) expenditure. Specifically, they noted that the Company did not incur the required CSR expenditure for FY 2025-26, and instead transferred the funds to the unspent CSR Account for ongoing projects.

The detailed reason for the unspent amount is outlined in Annexure III of the Boards Report. Additionally, as of the dispatch date of this report, the pending liability of 18.51 Lakh from FY 2024-25 has been fully spent towards ongoing projects.

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 31st March, 2026, 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 of sexual harassment received during the year: Nil b. No. of complaints disposed off during the year: Nil c. No. of complaints pending for more than ninety days: Nil

32. Maternity Benefit Act

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

33. Transfer of unpaid and unclaimed amounts 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.

34. Disclosures:

Your Directors state that for the Financial Year 2025-26, 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 Whole-time 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.

35. Particulars of Employees:

Your Company has 751 employees on Standalone basis as on March 31, 2026.

Information 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" Statement of Disclosure of Remuneration.

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

Our Company remains committed to sustainable development, energy conservation, and eco-friendly practices across all operations. Environmental preservation is integrated into our core design philosophy, ensuring the protection of natural resources—including local trees, and ecosystems—during the planning and execution phases of our projects.

We continue to benchmark our projects against elite green building standards. Below is the status of our key green-certified and registered projects:

Project Name / Client	Certification Body	Status / Target Rating
Honorable Governer & Chief minister house at Naya Raipur, Chattisgardh	GRIHA	5 STAR_Rating (Achieved)
Windermere	Indian Green Building	Pre-certified
	Council (IGBC)
Sindhudurg Hospital project	GRIHA	Targeting 3 STAR
Goa Airport	GRIHA	Registered (Targeting_4 STAR)
Lotus Park, Shela, Ahmadabad	GRIHA	Targeting 5 STAR
Medical College Campus & Hospital Campus (Bijnor)	GRIHA	Registered (Targeting_3 STAR)
Medical College Campus & Hospital_campus (Kaushambi)	GRIHA	Registered (Targeting_3 STAR)
Barmer Residential Development	IGBC	Targeting_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 were reported.

37. 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

38. 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, 2026 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;

39.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: Pune
Date: May 11, 2026