Directors Report of Vascon Engineers Ltd.

Mar 31, 2025

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 Company’s 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 Company’s 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.

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 Company’s 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 country’s
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 India’s
economic landscape.

Your company is strengthening its focus on its core
area of operations, Viz., EPC and Real Estate. In
view of the Government’s 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 ?1,007.21 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 ?2,825 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 ?71
crore in FY 2024-25, supported by healthy sales
momentum and disciplined collections. New sales
bookings stood at ~35,000 sq. ft. worth ?23 crore, with
collections of ?58 crore during the year.

Ongoing projects continued to demonstrate strong
traction, reflecting Vascon’s 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 you’re 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. India’s 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
Company’s 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 Company’s 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 it’s 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 Company’s
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 Board’s 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 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 March 31, 2025, in terms of Regulation 14 of
SBEBSE Regulations is available on the Company’s
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 Board’s 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 Non¬
Executive 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.

Company’s’ 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 Company’s 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
Company’s 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 Company’s 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 Company’s 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 arm’s 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 Company’s 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. Board’s 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 Auditor’s 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 Auditor’s 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 Company’s
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 Company’s 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 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.

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
[e-mail]

The ratio of the remuneration of each Director to the
median employee’s 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: 14^th May, 2025

---

Mar 31, 2024

On behalf of the Board of Directors (''the Board''), it is our pleasure to present the 39^th Annual Report of the Company along with the Audited Financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31,2024. (Financial Year)

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2024 as compared to the preceding financial year, on consolidated and standalone basis.

(Rs. in lakhs)
Particulars	Consolidated		Standalone
	FY 2024	FY 2023	FY 2024	FY 2023
Net Sales /Income from Business Operations	1,03,723	99,993	76,340	76,747
Other Income	2,258	1,104	1,177	960
Total Income	1,05,981	1,01,097	77,517	77,707
Profit /(loss)before Interest and Depreciation	9,219	10,854	8,734	10,258
Less Interest	1,592	1,279	1,353	1,007
Profit /(loss)before Depreciation	7,627	9,575	7,381	9,251
Less Depreciation and amortization	1,440	1,192	596	588
Profit / (loss) after depreciation and Interest	6,187	8,383	6,785	8,663
Share Of Profit from Joint Venture/Associates	1,563	1,946	0	0
Exceptional Item	0	0	0	0
Less Current Income Tax	994	337	643	0
Less Previous year adjustment of Income Tax	34	0	0	0
Less Deferred Tax	(72)	51	0	0
Net Profit after Tax	6,794	9,941	6,142	8,663
Remeasurement of Benefit liabilities/(Assets)	35	77	34	97
Income Tax relating to items that will not be reclassified to profit & loss account	17	5	0	0
Total Comprehensive Income	6,776	10,023	6,176	8,760
Less Minority share of profits / losses	97	190	-	-
Dividend (including Interim if any and final )	0	0	0	0
Net Profit after dividend and Tax	6,794	9,941	6,142	8,663
Earnings per share (Basic)	3.05	4.49	2.80	3.99
Earnings per Share(Diluted)	3.05	4.49	2.80	3.99

Notes: FY 2024 represents fiscal year 2023-24, from 1 April 2023 to 31 March 2024, and analogously for FY2023 and other such labeled years.

2. Business Performance

The total standalone sales for Financial Year 2024 are Rs. 76,340.00 Lakh as compared to Rs. 76,747.00 Lakh for Financial Year 2023. The Company made a Profit after Tax of Rs.6,142.00 Lakh in Financial Year 2024 compared to Rs. 8,663.00 lakh in Financial Year 2023.

The Company''s 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 Rs. 1,05,286.00 Lakhs in Financial Year 2024 against Rs. 1,01,939.00 Lakhs in Financial Year 2023. Profit after tax before Minority Interest for Financial Year 2024 was Rs.6,794.00 lakh as compared to Rs. 9,941.07 lakhs in Financial Year 2023.

4. Business Operations & Future Outlook

Your company is strengthening its focus on its core area of operations, Viz., EPC and Real Estate. In view of the Government''s 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. During Financial Year 2023-24, all the projects were operating at optimum level enabling faster project execution. Company believes that the execution will continue to gather momentum going forward. As on March 2024, the net debt is recorded at Rs. 86.23 Crores which was mainly increased on the account of entering in JV for Real Estate Business and utilization of CC Limit in EPC business.

The EPC segment during the year witnessed a fast-track execution of the projects. During the Financial Year 202324, EPC segment revenue stood at Rs. 718.46 Crores, major projects namely Mumbai Police Staff Quarters, Medical College with District Hospital at Kaushambi and Bijnor, Vedanta - Barmer, Pune MRDA, and other projects are running smoothly. Post the resumption of normal business activities, the the pandemic had no material impact on our execution. Your company closed the FY 2023-24 with the order book of Rs. 3,365 Crores which is 4x times of FY24 revenue. We are very much optimistic on the EPC segment to deliver strong performance in the future.

The real estate segment after various headwinds in the recent past is gaining traction. There is gradual recovery in the demand as the economy moves towards normalcy. Company''s real estate revenue stood at Rs. 56.71 Crores for FY 2023-24. Your company continues to take a cautious approach when starting new initiatives and will only proceed when the status quo is acceptable.

5. Credit Rating

The Company has obtained Credit Rating from CRISIL Ratings Ltd (“CRISIL”) (“Credit Rating Agency”). During the Financial year 2023-24, rating is as under:

Instrument	Rating Agency	Rating	outlook
Long Term Ratings (Fund Based Facilities)	CRISIL	BBB	Stable
Short Term Ratings (Non-Fund Based Facilities)	CRISIL	A2	(Assigned)
The outlook remains stable.

6. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

7. Dividend

During the Financial Year, the Company has declared Interim Dividend of Rs.0.25 Paisa per share. It is proposed to confirm the same as Final Dividend for the Financial Year. The dividend payout is in accordance with the Dividend Distribution Policy, which is available on the website of the Company at https://www.vascon.com/ investors.

8. Share Capital

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

The total issued, subscribed and paid-up share of the Company is Rs. 2,21,31,71,110/-, consisting of 22,13,17,111 equity shares of Rs. 10 each fully paid-up.

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

During the year under review, there were no changes with respect to Subsidiaries, Associates and Joint Ventures:

The list of subsidiaries and associates of your Company as on March 31, 2024 forms a part of MGT-7, the draft of which can be accessed from Company''s 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 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 Board''s 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 makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

14. Corporate Governance and Additional Shareholders'' Information

Your company practices a culture that is built on core and ethical values. A detailed report on the corporate governance systems and practices of the Company is given separately in this 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.

15. Awards and Recognitions

Awards/Recognitions received by the Company during the year are as under:

• CWAB Award 2023 - Awarded to Vascon Engineers for being one of the India''s top challengers - Aug 2023

• CWAB Award 2023 - West builder category awarded to Vascon Engineers - Aug 2023. Transforming Organisations Through Strategic Financial Initiatives SOMNATH BISWAS (Chief Financial Officer) onwards August 2023

• The Fortune leadership Award 2023 - Emerging developer of the year ( Residential )- Sep 2023

• The Fortune leadership Award 2023 Achievment of transformational finance - CFO- Sep 2023

• GRIHA 4 Star Rating Award - Awarded to Vascon Engineers for Adamput Airport Project@Jalander during 15th GRIHA summit at Delhi - Dec 2023

• Vascon Engineers Ltd has won the “Excellence in Affordable Homes” award at the ET Business Awards 2023 by The Times Group

• Vascon Engineers Ltd. acknowledged in achieving 5 million safe man hours working For developing Maharashtra state police housing - Mulund, Mumbai

16. 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 and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

17. Board of Directors and Key Management Personnel Appointment/Re-appointment of Directors

1. Appointment of Ms. Tara Subramaniam (DIN: 07654007) as an Independent Director for a period of 5 years:

The Board of Directors of the Company upon the recommendation ofthe Nomination and Remuneration Committee, at its meeting held on March 03, 2023 approved appointment of Ms. Tara Subramaniam (DIN: 07654007) as Additional (Independent) Director of the Company in accordance with Section 161(1) of the Act and Articles of Association of the Company. She was also appointed as Independent Director for a first term of 5 years for which Shareholders approval was obtained through postal ballot on May 28, 2023.

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

2. Re-appointment of Mr. Siddharth Vasudevan Moorthy (DIN:02404124) as Managing Director for a further period of 5 years:

The Board of Directors of the Company upon the recommendation of the Nomination and Remuneration Committee, at its meeting held on January 30, 2023 re-appointed Mr. Siddharth Vasudevan Moorthy as the Managing Director of the Company w.e.f. 1st April, 2023 for a further period of five years (April 01,2023 to March 31,2028) liable to retire by rotation, for which approval of shareholders was accorded through postal ballot and necessary special resolution was passed on March 25, 2023.

3. Retire by Rotation of Mr. Siddharth Vasudevan Moorthy (DIN:02404124)

As per Section 152 of the Companies Act, 2013, Mr. Siddharth Vasudevan Moorthy retires by rotation at the forthcoming 39th Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies by Mr.

Siddharth Vasudevan Moorthy along with his shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Siddharth Vasudevan Moorthy is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE/NSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Key Management Personnel

During the year under review, there were no changes with respect to Key Managerial personnel.

However as on the date of the report, Ms. Sarita Ahuja has resigned as Company Secretary and Compliance Officer w.e.f. May 24, 2024.

Ms. Neelam Pipada has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. July 17, 2024.

Declaration by Independent Directors

All the Independent Directors of the Company have given their respective declarations/disclosures under Section 149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and have confirmed that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (''IICA'').

The Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Key Managerial Personnel (KMPs)

The following persons have been designated as the Key Managerial Personnel pursuant to Sections

2(51) and 203 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• 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 (upto May 24, 2024)

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

18. 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 2023-24, 8 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 Report.

19. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the 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 Board''s overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on March 11, 2024, 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 NonExecutive 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.

20. Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further the assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

21. 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 meetings 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 accordance with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent Director & Member and Mr. Siddharth Vasudevan Moorthy, Managing Director & Member.

Company Secretary acts as Secretary of the Committee.

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

b. 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 Obligations and Disclosure Requirement) Regulations, 2015. The Stakeholders Relationship Committee of the Board of Directors consists of three Independent Directors and one Executive- Director. Presently, the Committee comprises of, Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent Director and Member and Mr. Siddharth Vasudevan Moorthy, Managing Director and Member.

Company Secretary acts as Secretary of the Committee

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

c. Nomination and Remuneration Committee

The composition of Nomination and Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on the date of Board Report, the Nomination and Remuneration Committee of the Board of Directors consists of two Independent Directors and one NonExecutive Director. Presently, the Committee comprises of Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Member and Independent Director and Mrs. Sowmya Aditya Iyer, Member and Non Executive Director.

d. Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee is in alignment with provisions of Section135 of the Companies Act, 2013 read with rules issued there under. As on the date of Board Report, the Corporate Social Responsibility Committee of the Board of Directors consists of one Independent Director, one Executive Director and one Non-Executive Director. Presently, the Committee comprises of Mr. Siddharth Vasudevan Moorthy, Chairman and Managing Director, Mr. Mukesh Satpal Malhotra, Member and Independent Director and Mrs. Sowmya Aditya Iyer, Member and NonE-xecutive Director.

Company Secretary acts as Secretary of the Committee

22. 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 Company''s 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.

23. Directors'' Responsibility Statement

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

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

2. 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 31,2024 and of the profits and loss of the company for that period;

3. 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;

4. the directors have prepared the annual accounts on a going concern basis;

5. 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

6. 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;

24. Secretarial Standards

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

25. Related Party Transactions-

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“The Listing Regulations”), during the financial year were in the ordinary course of business and at an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. Since there are no

transactions with related party that requires compliance under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, AOC-2 isn''t provided.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended March 31, 2024.

26. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. 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 Company''s website https://www.vascon. com/investors/services

27. Auditors

a) Statutory Auditor

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) were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 34^th Annual General Meeting. They will be retiring from the office of Statutory Auditor in the ensuing general meeting of the Company. Being eligible for the re-appointment and on the recommendation of Audit Committee the Board proposes re-appointment of Sharp and Tannan Associates for second term of 5 years subject to approval of the the shareholders in the ensuing Annual General Meeting 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.-F-7289, Certificate of Practice-12234) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2023-24. The secretarial audit report for Financial Year 2024 is attached as “Annexure-N”.

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. 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 2025 at a remuneration of Rs. 2,50,000/- (Rupees Two Lakhs and Fifty Thousand only) plus taxes as may be applicable.

28. Board''s Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2024. The Report is enclosed with financial statements in this Integrated Annual Report.

• In respect of the qualifications/ adverse remarks in the Secretarial Auditors Report for the financial year ended March 31, 2024

Following are the responses of the Board:

1) Form MGT 7 could not be filed due to technical issues with the registration of the Digital Signature of the Company Secretary on MCA portal.

2) Minutes of the subsidiaries were placed but inadvertent drafting reference was left out in noting.

3) 1 event relating to sharing of information could not be captured in Structured Digital Database (SDD) due to late receipt of prerequisite identification data during the quarter ended 31st December 2023

4) Company has complied generally with all applicable Secretarial Standards

• The Secretarial Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year ended March 31, 2024 also forms part of this Report.

• The Secretarial Auditor''s 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 FY 2023-24, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future.

31. 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. Our Corporate Social Responsibility Committee comprises Mr. Siddharth Vasudevan Moorthy, Chairman of the Committee, Mr. Mukesh Satpal Malhotra, Member and 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 Company could not spend an amount of Rs. 14.90 lakhs which is a part of CSR amount as the company anticipated higher spend in existing projects on which amount was spent during Financial year 2023-24. The Company will take necessary steps to transfer the unspent amount as classified in S. 135 of the Companies Act 2013

The Report on CSR activities of as specified under Section the Company is attached as “Annexure-IM”

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

32. 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 Company''s 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 Obligations and Disclosure Requirement) Regulations, 2015 in this regards is given below:

a. No. of complaints filed during the Financial Year: 5

b. No. of complaints disposed off during the Financial Year: 5

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

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 No Dividend was remained unpaid thus the Company had not transferred any amount to Investor Education And Protection Fund (''IEPF'') for the Dividend declared in FY 2023-24

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.aov.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 2023-24, 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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as “Annexure-IV” forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Report. Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the registered office of your Company or through electronic

mode during business hours on working days up to the date of the forthcoming AGM, by Members. Any Member interested in obtaining a copy thereof may send an e-mail to [e-mail]

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.

Our Medical College campur & Hospital located at Bijnor

6 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, total Foreign Exchange Earnings and Outgo is as under:

(Rs. In lakhs)
Particulars	FY 2024	FY 2023
Foreign Exchange Earning	1937.80	3,677.03
Expenditure in Foreign Exchange	839.69	538.94

36. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31,2024, on its website at https://www.vascon.com/investors/services.

37. 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.

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Mar 31, 2023

On behalf of the Board of Directors (''the Board''), it is our pleasure to present the 38^th Annual Report of the Company along with the Audited Financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31,2023.

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2023 as compared to the preceding financial year, on consolidated and standalone basis.

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	FY 2023	FY 2022	FY 2023	FY 2022
Net Sales /Income from Business Operations	1,01,938.23	65,686.05	76,747.47	46,264.58
Other Income	1,104.32	5,320.54	959.81	5,371.35
Total Income	1,03,042.55	71,006.59	77,707.28	51,635.93
Profit /(loss)before Interest and Depreciation	1 2,800.14	7,557.90	10,257.26	6,064.52
Less Interest	1,279.35	2,444.08	1,006.58	2,139.94
Profit /(loss)before Depreciation	11,520.78	5,113.82	9,250.68	3,924.58
Less Depreciation and amortization	1,191.99	1,077.64	587.98	514.65
Profit / (loss) after depreciation and Interest	10,328.80	4,036.18	8,662.70	3,409.93
Exceptional Item	0	0	0	0
Less Current Income Tax	336.79	340.04	0	0
Less Previous year adjustment of Income Tax	0	101.20	0	60.93
Less Deferred Tax	50.93	3.22	0	0
Net Profit after Tax	9,941.08	3,591.72	8,662.70	3,349.00
Remeasurement of Benefit liabilities/(Assets)	77.09	(22.91)	96.51	16.62
Income Tax relating to items that will not be reclassified to profit & loss account	4.94	9.94	0	0
Total Comprehensive Income	10,023.13	3,578.75	8,759.21	3,365.62
Less Minority share of profits / losses	189.78	63.45	-	-
Dividend (including Interim if any and final )	0	0	0	0
Net Profit after dividend and Tax	9,833.36	3,515.30	0	0
Earnings per share (Basic)	4.49	1.76	3.99	1.68
Earnings per Share(Diluted)	4.49	1.76	3.99	1.68

Notes: FY 2023 represents fiscal year 2022-23, from 1 April 2022 to 31 March 2023, and analogously for FY2022 and other such labeled years.

2. Business Performance

The total standalone sales for Financial Year 2023 are Rs. 76,747.47 as compared to Rs. 46,264.58 lakhs for Financial Year 2022. The Company made a Profit after Tax of Rs. 8,662.70 in Financial Year 2023 compared to Rs. 3,349.00 lakhs in Financial Year 2022.

The Company''s 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 Rs. 1,01,938.23 Lakhs in Financial Year 2023 against Rs. 65,686.05 Lakhs in Financial Year 2022. Profit after tax before Minority Interest for Financial Year 2023 was Rs. 9,941.08 as compared to Rs. 3,591.72 lakhs in Financial Year 2022.

On a consolidated basis, the Turnover for the FY 2023 was Rs. 1,01,938.23 Lakhs higher by 55.19% over the previous year Turnover of Rs. 65, 686.05 Lakhs.

4. Business Operations & Future Outlook

Your company is strengthening its focus on its core area of operations, Viz., EPC and Real Estate. In view of the Government''s emphasis on affordable housing, your company has a sharp focus on 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 affordable housing 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 successful mass vaccination drive by Government of India mitigated the impact of third wave thus safeguarding from any material impact on regular business activities. In FY 2022-23 all the projects were gaining momentum and Company believes that the execution will continue to gather momentum going forward. Company has also reduced its debt substantially. As on March 2023, the net debt has come down to Rs. 11.84 Crores from Rs.58.72 Crores in March 2022. In addition, the company has received a rating from CRISIL during the FY 2022-23.

Further we are in the process of optimizing our working capital limit especially non fund based which will facilitate EPC business growth. Also your company is strengthening real estate segment through Joint Ventures/ Joint Developments in selective prime location. This will strengthen operation of both EPC and Real Estate Segment.

During the year under review, despite weak economy and challenges on account of Global Pandemic Covid-19, your company has received EPC orders worth Rs. 482 Crores from reputed organization. Total Order book stands at 2127 crores which includes third party contracts as well as internal order intake. Despite the disruption caused due to Covid-19 pandemic, your Company has delivered 69.24% growth in Revenue as compared to last year in the EPC segment. EPC segment contributed 698.88 Crores to consolidated revenues as against Rs. 412.96 Crores in previous year.

We foresee that the quality developers shall have an edge over others due to more stringent regulatory changes in this area. Growth in the Indian economy and likely

reduction in interest rates, pickup in housing segment can be expected. With the Government emphasis on Housing for All and development of affordable housing, your Company shall look for favorable opportunities in this niche segment.”

5. Credit Rating

The Company has obtained Credit Ratings from CRISIL Ratings Ltd (“CRISIL”) and ACUITE Ratings & Research (“Credit Rating Agency”). During the Financial year 202223, there was upgradation in ratings of the Company and the same is as under:

Instrument		Rating Agency	Rating	Outlook
Long Term Ratings (Fund Based Facilities)		CRISIL	BBB	Stable (Assigned)
Short Term (Non-Fund Facilities)	Ratings Based	CRISIL	A3	(Assigned)
Long Term Ratings (Fund Based Facilities)		ACUITE	BBB	Stable (Assigned)
Short Term (Non-Fund Facilities)	Ratings Based	ACUITE	A3	(Assigned)

7. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the current Financial Year.

8. Dividend

The Board doesn''t recommend any dividend for the Financial Year under review.

9. Share Capital

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

The total issued, subscribed and paid-up share of the Company is Rs. 217,31,71,110 consisting of 21,73,17,111 equity shares of Rs. 10 each fully paid-up on the date of this Report.

There was no change in the share capital under review.

Debentures

• The company has issued and allotted on private placement basis Unrated, Unlisted, Secured, NonConvertible Debentures (NCD''s) aggregating Rs. 9.50 crores during the Financial Year.

• The company has issued and allotted on private placement basis Bank MCLR Linked, Secured, Guaranteed, Senior, Taxable, Non Cumulative, Unrated, Redeemable, Principal Protected Non Convertible Private Placement of Debentures aggregating Rs. 15 crores during the Financial Year.

• The funds raised are utilised as the objects stated in Termsheet of respective NCDs.

• During the year, your company repaid Zero coupon, Rupee denominated, Unrated, Unlisted, Secured, Non- convertible debentures of Rs. 68.61 Crores as per repayment schedules.

• During the year, the company prepaid 15.50% Coupon, Unlisted, Secured, Redeemable, Nonconvertible debentures of Rs. 110.00 Crores.

10. 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.

11. 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.

12. 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.

13. Subsidiaries, Associates and Joint Ventures

During the year under review, there were no changes with respect to Subsidiaries, Associates and Joint Ventures except the following:

a. GMP Technical Solutions Private Limited, a material subsidiary of the company (GMP), has incorporated a Wholly Owned Subsidiary namely “Creazoine Metal Products Private Limited” in India for the purpose of manufacturing of Clean Room Partitions, Turnkey Projects and consequently it has become a step down Subsidiary of the Company effective from November 17, 2022.

b. Vascon Developers Private Limited, subsidiary of Vascon Engineers Limited has been converted to Limited Liability Partnership named Vascon

Developers LLP and it ceases to be subsidiary of Vascon Engineers Limited. Vascon Engineers Limited continues to hold 35% stake in LLP.

The list of subsidiaries and associates of your Company as on March 31, 2023 forms a part of MGT-7, the draft of which can be accessed from Company''s 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 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 Board''s 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

14. Particulars of Loans, Guarantees or Investments

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

15. Corporate Governance and Additional Shareholders'' Information

Your company practices a culture that is built on core and ethical values. A detailed report on the corporate governance systems and practices of the Company is given separately in this 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

Awards/Recognitions received by the Company during the year are as under:

1. Sheth creators'' award. For 1 million safe man hours completion- April 2022

2. Construction world stalwarts of the West-Pune -September 2022

3. Felicitated as outstanding contribution to construction industry- September 2022

4. Real estate icons of Pune award- October 2022

5. Global marketing excellence award. Award for brand excellence in construction & real estate sector-November 2022

6. Satish Hotling Award for Femina''s most powerful 2021-22- December 2022

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 and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the Annual Report.

18. Board of Directors and Key Management Personnel Appointment/Re-appointment of Directors

1. Appointment of Ms. Tara Subramaniam (DIN: 07654007) as an Independent Director for a period of 5 years:

Ms. Tara Subramaniam (DIN: 07654007) was appointed as an Additional Director of the Company with effect from March 03, 2023 by the Board of Directors upon the recommendation of Nomination and Remuneration Committee in accordance with Section 161(1) of the Act and the Articles of Association subject to shareholders approval.

Ms. Tara Subramaniam''s judgment and knowledge of the sector in which the Company operates are very important elements in the debates and business decisions adopted by the Board of Directors.

Ms. Tara Subramaniam''s is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE / NSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

2. Re-appointment of Mr. Siddharth Vasudevan Moorthy (DIN:02404124) as Managing Director on the Board for a further period of 5 years:

The Board of Directors of the Company upon the recommendation of the Nomination and Remuneration Committee, at its meeting held on January 30, 2023 re-appointed Mr. Siddharth Vasudevan Moorthy as the Managing Director of the Company w.e.f. 1^st April, 2023 for a further period of five years (April 01, 2023 to March 31, 2028) liable to retire by rotation, for which approval of shareholders was accorded through postal ballot for which necessary special resolution was passed.

Mr. Siddharth Vasudevan Moorthy is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE / NSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

3. Retire by Rotation of Dr. Santosh Sundararajan (DIN: 00015229), Whole Time Director & Group Chief Executive Officer

As per Section 152 of the Companies Act, 2013, Dr. Santosh Sundararajan, Whole Time Director & Group Chief Executive Officer of the Company retires by rotation at the forthcoming 38^th Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies along with their shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 / NSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Key Management Personnel4. Appointment and Cessation of Company Secretary and Compliance Officer of the Company

During the year under review, Mrs. Vibhuti Darshin Dani ceased to be a Company Secretary and Compliance Officer of the Company w.e.f January 31, 2023. The Board places on record appreciation for her invaluable contribution and guidance.

On account of resignation of Mrs. Vibhuti Darshin Dani, Ms. Sarita Ahuja, was appointed to be a Company Secretary and Compliance Officer of the Company w.e.f. February 01, 2023.

Declaration by Independent Directors

All the Independent Directors of the Company have given their respective declarations/disclosures under Section 149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and have confirmed that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs,

Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

The following persons have been designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Siddharth Vasudevan Moorthy, Managing Director

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

• Mr. Somnath Biswas, Chief Financial Officer

• Mrs. Vibhuti Darshin Dani, Company Secretary and Compliance Officer resigned w.e.f. January 31, 2023

• Ms. Sarita Ahuja, Company Secretary and Compliance Officer appointed w.e.f. February 01, 2023

19. 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 2022-23, 7 meetings of Board of Directors were held (including a separate meeting of Independent Directors). 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 Report.

20. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the 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. The policy is attached at “Annexure-D” to Corporate Governance Report.

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 Board''s overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on March 03, 2023, 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 NonExecutive 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.

21. Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further the assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

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 Obligations and Disclosure Requirement) Regulations, 2015. As on the date of Board Report, 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. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent Director & Member and Mr. Siddharth Vasudevan Moorthy, Managing Director & Member.

Ms. Sarita Ahuja acts as a Company Secretary of the Committee.

Changes in Committee during the year:

• Ms. Tara Subramaniam, Non-Executive -Independent Director was elected as Member of the Audit Committee w.e.f. March 03, 2023.

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

b) Nomination and Remuneration Committee

“The composition of Nomination and Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. As on the date of Board Report, the Nomination and Remuneration Committee of the Board of Directors consists of two Independent Directors and one Non-Executive Director. Presently, the Committee comprises of Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Member and Independent Director and Mrs. Sowmya Aditya Iyer, Member and NonExecutive Director.

Ms. Sarita Ahuja acts as a Company Secretary of the Committee.

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 Obligations and Disclosure Requirement) Regulations, 2015. As on the date of Board Report, the Stakeholders Relationship Committee of the Board of Directors consists of three Independent Directors and one Executive- Director. Presently, the Committee comprises of, Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent

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

Ms. Sarita Ahuja acts as a Company Secretary of the Committee.

Changes in Committee during the year:

• Ms. Tara Subramaniam, Non-Executive -Independent Director was elected as Member of the Stakeholders Relationship Committee w.e.f. March 03, 2023.

d) Corporate Social Responsibility Committee

“The composition of Corporate Social Responsibility Committee is in alignment with provisions of Section 135 of the Companies Act, 2013 read with rules issued there under. As on the date of Board Report, the Corporate Social Responsibility Committee of the Board of Directors consists of one Independent Director, one Executive Director and one NonExecutive Director. Presently, the Committee comprises of Mr. Siddharth Vasudevan Moorthy, Chairman and Managing Director, Mr. Mukesh Satpal Malhotra, Member and Independent Director and Mrs. Sowmya Aditya Iyer, Member and NonExecutive Director.

Ms. Sarita Ahuja acts as a Company Secretary of the Committee.

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 Company''s 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. Directors'' Responsibility Statement

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

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

2. 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 31,2023 and of the profits and loss of the company for that period;

3. 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;

4. the directors have prepared the annual accounts on a going concern basis;

5. 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

6. 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;

25. Secretarial Standards

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

26. Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“The Listing Regulations”), during the financial year were in the ordinary course of business and at an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidate 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. The particulars of Related Party transactions in prescribed form AOC-2 are attached herewith at “Annexure II”.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended March 31, 2023.

27. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. 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 Company''s website https://www.vascon. com/investors/services

28. 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 appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 34^th Annual General Meeting held on September 23, 2019.

b) Secretarial Auditors

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 2022-2023. The secretarial audit report with ''NIL'' observations for FY 2023 is attached as “Annexure-IN”.

c) Cost Auditors

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 Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as Cost Auditors of the Company for the FY 2024 at a remuneration of Rs. 2,50,000/- (Rupees Two Lakhs and Fifty Thousand only) plus taxes as may be applicable.

29. Board''s Response on Auditors Qualification,

Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2023. The Report is enclosed with financial statements in this Integrated Annual Report.

• The Secretarial Auditors Report for the financial year ended March 31, 2023 doesn''t contain any qualification, reservations or adverse remarks.

• The Auditor''s certificate confirming compliance with conditions of Corporate Governance as stipulated under Listing Regulations, for financial year ended March 31, 2023 also forms part of this Report.

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

30. 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.

31. Significant and Material Orders Passed by the Courts/ Regulators

During Financial Year 2022-23, there were no significant and/or material orders, passed by any Court or Regulatory Authorities or Tribunal, which may impact the going concern status or the Company''s operations in future.

32. 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.

The voluntary activities by Vasudevan Moorthy Foundation are annexed herewith.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. Our Corporate Social Responsibility Committee comprises Mr. Siddharth Vasudevan Moorthy, Chairman of the Committee, Mr. Mukesh Satpal Malhotra, Member and Mrs. 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-IV”

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

33. 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 Company''s 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 Obligations and Disclosure Requirement) Regulations, 2015 in this regards 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

34. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund (‘IEPF'')

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 www.vascon.com/investorservices. 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.

35. DISCLOSURES

Your Directors state that for the Financial Year 2022-23, 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.

36. Particulars of Employees

A statement 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-V” 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 at [e-mail] and the same will be furnished on request.

The ratio of the remuneration of each Director to the median employee''s 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-V” Statement of Disclosure of Remuneration.

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

• Adampur Airport is Griha certified with 4 star ratings.

• Goa airport is registered for GRIHA and it aims towards 4 STAR rating.

• Our Medical College campus & Hospital located at Bijnor & Kaushambi both are also registered for GRIHA.

• Our Barmer Crain oil residential development project 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, total Foreign Exchange Earnings and Outgo is as under:

(Rs. In lakhs)
Particulars	FY 2023	FY 2022
Foreign Exchange Earning	5297.84	3,677.03
Expenditure in Foreign	861.93	538.94
Exchange

38. Extract of the Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31,2023, on its website at https://www.vascon.com/investors/services. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company isn''t required to provide extract of Annual Return as a part of Board Report.

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.

---

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Company''s 33^rd Annual Report on the business and operations of the Company together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2018 as compared to the previous financial year, on consolidated and standalone basis.

(As per IND-AS) (Rs. in lakhs)

Particulars	Consolidated		Standalone
	FY 2018	FY 2017	FY 2018	FY 2017
Net Sales /Income from Business Operations	54058.06	49634.51	33535.48	23971.73
Other Income	3793.34	5801.34	2406.01	4429.21
Total Income	57851.40	55435.85	35941.49	28400.94
Profit /(loss)before Interest and Depreciation	4460.23	5109.47	3829.59	4250.28
Less Interest	2528.17	3273.77	1936.37	2716.12
Profit /(loss)before Depreciation	1932.06	1835.70	1893.22	1534.16
Less Depreciation and amortisation	1431.64	1564.40	751.77	733.53
Profit / (loss) after depreciation and Interest	500.42	270.30	1141.45	800.63
Exceptional Item
Less Current Income Tax	8.54	85.80		74.10
Less Previous year adjustment of Income Tax	-55.43	364.71	-55.43	166.42
Less Deferred Tax	82.24	-301.20	57.45	-52.61
Net Profit after Tax	465.07	120.99	1139.43	612.72
Remeasurement of Benefit liabilities/(Assets)	75.16	61.24	-23.73	58.34
Income Tax relating to items that will not be reclassified to profit & loss account	-17.17	-0.96
Total Comprehensive Income	523.06	181.27	1163.16	671.06
Less Minority share of profits / losses	-97.56	-79.83	NA
Dividend (including Interim if any and final )		-	-
Net Profit after dividend and Tax	620.62	261.10	1163.16	671.06
Earnings per share (Basic)	0.34	0.12	0.67	0.38
Earnings per Share(Diluted)	0.33	0.12	0.66	0.38

Notes: FY2018 represents fiscal year 2017-18, from 1 April 2017 to 31 March 2018, and analogously for FY2017 and other such labeled years.

2. Business Performance

The total standalone sales for FY 2018 are Rs 33535.48 lakhs as compared to Rs. 23971.73 lakhs for FY 2017. The Company made a PAT of Rs1139.43 lakhs in FY 2018 compared to Rs. 612.72 lakhs in FY 2017.

3. Consolidated Results

The turnover of the Company was Rs 54058.06 lakhs in Financial Year 2018 against Rs 49634.51 lakhs in FY 2017. Profit after tax before Minority Interest for Financial Year 2018 was Rs. 465.07 lakhs as compared to Rs 120.99 lakhs in FY 2017.

4. Business Operations & Future Outlook

The company is refocusing on its core area of operations, Viz., EPC and Real Estate. In view of the Government''s emphasis on affordable housing, your company has a sharp focus on this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, the importance of value add in the project, and a special focus on affordable housing segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects.

We foresee that the quality developers shall have an edge over others due to more stringent regulatory changes in this area. Growth in the Indian economy and likely reduction in interest rates, pickup in housing segment can be expected. With the Government emphasis on Housing for All and development of affordable housing, your Company shall look for favorable opportunities in this niche segment.

Your Company has received various EPC Contracts (Third Party Contracts) during the year under consideration exceeding a sum of over Rs. 600 crores.

Company has launched both residential and commercial projects namely: Forest Edge and Platinum Square respectively. Company''s Project Forest Edge has got an overwhelming response on its launch. Company had also launched affordable housing schemes under the Brand name of Vashon Good Life at Katvi, Malegaon which has got a positive response.

5. Credit Rating

The Company''s financial prudence is reflected in the strong credit ratings ascribed by Rating Agency as given below:

terms and conditions for the offer will be determined in consultation with lead managers, advisors, underwriters and such other authorities and agencies as may be required to be consulted by the Company in due consideration of prevailing market conditions and other relevant factors. As the price of the Securities shall be determined at a later stage, exact number of securities to be issued shall also be crystallized later.

8A. Amendment in Terms and Condition of Nonconvertible Debentures

There has been amendment in existing terms and conditions of Debenture T rust Deed executed for Unlisted, Unquoted, Unrated Non-Convertible Debentures by making amendment in the Repayment Schedule including partial waiver in the Principal Amount payable.

9. Utilization of Right Issue Proceeds

The proceeds of Rights Issue were used for Repayment/ pre-payment, in full or part, of certain identified loans availed by our Company, Finance the construction of our Ongoing Projects and General corporate purposes. The summaries of utilization of Net Right Issue Proceeds are as follows:

(Rs in Lakhs)

Sr. No	Particulars	Amount to be utilized	Actual Utilizations as on 31/03/2018
1	Repayment/ prepayment, in full or part, of certain identified loans availed by our Company	6200	6200
2	Finance the construction of our Ongoing Projects	2800	2800
3	General corporate purposes	1000	1000

Instrument	Rating Agency	Rating	Outlook
Long Term Instrument	SMERA	BBB-	Stable
Short Term Instrument	SMERA	A3	NA

Sr. No.	Particulars	Amount (in Rs.)
1.	Amount accepted during the year	None
2.	Amount remained unpaid or unclaimed as at the end of the year.	None
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved. i) at the beginning of the year ii) maximum during the year iii) at the end of the year	No

10. Fixed Deposits

The details of deposits accepted during the year FY 2018 under review are as below:

6. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

7. Dividend

Considering the Cash Flow Situation, we do not recommend any dividend for the year under review.

8. Share Capital

The Company has allotted 64,00,000 equity shares of Rs. 20/- each fully paid on 08/01/2018 (including premium of Rs. 10 each) under Employee Stock Option Scheme, 2016 (''ESOS, 2016''). The Company has further allotted balance 76,530 equity shares of Rs. 20/- each fully paid on February 13, 2018 (including premium of Rs. 10 each) under Employee Stock Option Scheme, 2015 (''ESOS, 2015''), All the allotted equity shares rank pari passu in all respects with the existing Equity Shares of the Company.

The total paid-up share of the Company has increased to Rs.174,13,67,160 consisting of 17,41,36,716 equity shares of Rs. 10 each fully paid up on the date of this Report.

Qualified Institutional Placement:

Your Company in its Extra-Ordinary General Meeting held on 29th March, 2018 had passed enabling resolution for issuance of shares to Qualified Institutional Buyers for an amount not exceeding Rs. 100 crores. The resolution passed is only an enabling resolution and the detailed

11. Change in the Nature of Business, if any

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

12. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2018 till the date of this report

13. 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.

14. Subsidiaries, Associates and Joint Ventures

During the year under review, following changes took place with respect to Subsidiaries and Associates:

a. On 11st August, 2017, Vascon Values Homes Private Limited was incorporated as Wholly Owned Subsidiary of Vascon Engineers Limited

b. 11 Subsidiaries namely Angelica Properties Private Limited, Floriana Properties Private Limited, Greenstone Premises Private Limited, It-Citi Info park Private Limited, Vascon Dwellings Private Limited, Vascon Pricol Infrastructures limited, Wind Flower Properties Private Limited, Just homes India Private Limited, Sheri’s Strategists Private Limited, Sansara Developers India Private Limited, Sunflower Real Estate Developers Private Limited were merged with Vascon Engineers Limited i.e. 21st June, 2017.

c. During the year under review, slump sale of Mumbai Division of M/s GMP Technical Solutions was approved and accordingly, Business Transfer Agreement was executed between GMP Technical Solutions Pvt. Limited and M/s Innovative Core Solutions Private Limited for a consideration of Rs. 18 crores on 16th November, 2017.

The list of subsidiaries and associates of your Company as on March 31, 2018 forms a part of MGT-9 (extract of Annual Return) which is annexed as Annexure-VII to the Board''s Report.

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 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 statement of the Company and all its subsidiaries and joint ventures prepared in accordance with Accounting Standards 21 and 27 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 Board''s Report. This statement also provides the details of the performance and financial position of each subsidiary.

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 during regular business hours at the Company''s registered office in Pane, India. These will also be available on our website at http://vascon.com/investor/balancesheet.

15. Particulars of Loans, Guarantees Or Investments

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

16. Corporate Governance and Additional Shareholders'' Information

A detailed report on the corporate governance systems and practices of the Company is given separately in this annual report.

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

17. Awards and Recognitions:

During F.Y. 2017-18, your Company received following awards:

1. I conic Project of the Year Award for Windermere Project

2. CSR Excellence Award

3. Life Time Achievement of the Year Award to Mr. R. Vasudevan

18. 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 and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

19. Board of Directors and Key Management Personnel

The Board of Directors appointed Mr. Siddharth Vasudevan Moorthy as Additional Director of the Company w.e.f. 29th March, 2018 to hold office upto the date of ensuing Annual General Meeting of the Company.

Based on the recommendation of Nomination and Remuneration Committee and Board of Directors of the Company at their meetings held on March 29, 2018, Mr. Siddharth Vasudevan Moorthy was appointed as Managing Director of the Company w.e.f. 1st April, 2018 for a period of 5 years subject to approval of Shareholders and categorized as Executive and Non-Independent Director.

Further ahead, based on the approval of Nomination and Remuneration Committee and Board of Directors of the Company at their meetings held on March 29, 2018, Mr. R. Vasudevan has been elevated as Executive Chairman of the Company from Managing Director i.e. 1st April, 2018.

As per Section 152 of the Companies Act, 2013, Ms. Sowmya Moorthy, Non Executive Director of the Company who retires by rotation at the forthcoming 33^rd AGM and being eligible, seeks re-appointment.

The brief profile of Mr. Siddharth Moorthy and Ms. Sowmya Moorthy is covered under Report of Corporate Governance which forms a part of this report.

All the Independent Directors namely Mr. V. Mohan, Mr. K. G. Krishnamurthy and Mr. Mukesh Malhotra have submitted declarations that each of them meets the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of SEBI(LODR), Regulations, 2015 and there has been no change in the circumstances which affects their status as an Independent Director.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/reappointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of Section 203(1)

(i) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company with effect from 1 April 2014:

Dr. Santosh Sundararajan, Chief Executive Officer; Mr. D. Santhanam, Chief Financial Officer; and Mr. M. Krishnamurthi, Company Secretary & Compliance Officer.

These officers are in the service of the Company for more than a decade.

Remuneration and other details of Key Managerial Personnel are provided in form MGT-9 which is set out at Annexure -VII to Board''s Report.

20. Meetings:

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to Directors of your Company. The Board of Directors of your Company met 9 times during the Financial Year 2017-18 (including a separate meeting of Independent Directors). 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 Report.

21. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the 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. The policy is attached at Annexure D to Corporate Governance Report.

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 Board''s overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on March 29, 2018, 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 Nonexecutive 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.

22. Appointment Of Directors And Remuneration Policy

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

23. Audit Committee

The Audit Committee of the Board of Directors consists of three Independent Directors and one Whole Time Director. Presently, the Committee comprises of Mr. V. Mohan, Chairman of the Committee and Independent Director, Mr. K. G. Krishnamurthy, Independent Director and Mr. Mukesh Malhotra, Independent Director and Mr.

R. Vasudevan, Chairman of the Board.

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

24. 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 Company''s 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.

25. Directors’ Responsibility Statement

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

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 at March 31, 2018 and of the profit and loss of the company for that period;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis; and

5. 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;

6. 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.

26. Secretarial Standards:

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

27. Related Party Transactions

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as “Annexure II”.

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

28. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. 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 Company''s website www.vascon.com/ investors/services

29. Auditors Statutory Auditors

The Members of the Company at their 29th Annual General Meeting (AGM) held on September 15, 2014, approved the appointment of M/s. Deloitte Haskins & Sells LLP, (Firm Registration no. 117366W/W-100018) Chartered Accountants, as Statutory Auditors of the Company, to hold office for five years, from the conclusion of the 29^th AGM.

They have confirmed that they are not disqualified from continuing as Statutory Auditors. The notes on Financial Statements referred to in the auditor’s report are self-explanatory and don''t call for further committee.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Kulbhushan D. Rane, of K.D. Rane & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2018. The secretarial audit report for FY 2018 is attached as “Annexure III”.

For FY 2019, based on the consent received from K.D. Rane & Associates, Practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2019.

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 Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as cost auditors of the Company for the FY 2019 at a remuneration of Rs. 2, 50,000/- (Rupees Two Lacs Fifty Thousand Only) plus service tax as may be applicable.

30. Board''s Response on Auditors Qualification, Reservation Or Adverse Remark Or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in the secretarial audit report.

Auditors Observation in the Report

1) Auditor''s comment on delay in payment of Statutory Dues in their Annexure to the Report :-

Reply: The Company is planning to liquidate some of its non-core assets. The Cash Flow shall enable Company to pay dues.

31. Reporting of Frauds

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

32. Significant and Material Orders Passed by the Courts/ Regulators

During FY 2018, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future except Registered Office of the Company was shifted from jurisdiction of ROC Mumbai to ROC Pune vide order dated 2^nd April, 2018.

33. 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. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee, Mr. V. Mohan, Member and Ms. Sowmya Vasudevan Moorthy, 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 IV”

34. Information Required Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redresses) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresses) Act, 2013 and the Rules there under for prevention and redressed 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 Company''s 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.

During the Fiscal 2018, the Company has not received any complaint on sexual harassments.

35. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund (‘IEPF'')

Pursuant to the provisions of the Companies Act, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

36. Employees Stock Option Schemes

During the year, there has been no material change in the Employees Stock Option Scheme,2015, the Employees Stock Option Scheme,2016 and Employees Stock Option Scheme,2017 (all collectively referred as ''the Schemes'').

The Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the details as required under the said Regulations are available on website of the Company www.vascon.com/ investor.asp.

The applicable disclosures as stipulated under SEBI guidelines with regard are attached as “Annexure V”.

37. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under 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 as “Annexure VI”.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

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

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 our Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A.

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.

39. Foreign Exchange Earnings and Outgo:

(Rs. In lakhs)

Particulars	FY 2018	FY 2017
Foreign Exchange Earning	NIL	1505.93
Expenditure in Foreign Exchange	25.84	493.09

40. Extract of the Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attached as “Annexure VII”.

41. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities, Shareholders, Investors and Business Partners.

Yours Directors also wish to place on record the deep sense of appreciation for the Committed services by the Company executives and staff.

For and on behalf of the Board of Directors

R. Vasudevan

Chairman

Place: Pune

Date: May 28, 2018

---

Mar 31, 2015

We have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS

CONSOLIDATED

PARTICULARS

FY 2015 FY 2014

Net Sales /Income from 6,226,653,209 6,238,773,486

Business Operations

Other Income 143,938,167 193,619,751

Total Income 6,370,591,376 6,432,393,237

Profit /(loss)before Interest and (844,050,994) 310,258,126

Depreciation

Less Interest 296,422,893 419,727,776

Profit /(loss)before Depreciation (1,140,473,887) (109,469,650)

Less Depreciation and

223,654,335 187,700,225

amortization

Profit / (loss) after (1,364,128,222) (297,169,875)

depreciation and Interest

Less Current Income Tax 64,957,313 138,636,793

Less Previous year adjustment 33,807,757 (429,707)

of Income Tax

Less Deferred Tax (15,126,963) (3,470,673)

Net Profit after Tax (1,447,766,329) (431,906,288)

Dividend (including Interim if Nil Nil any and final )

Net Profit after dividend and (1,447,766,329) (431,906,288)

Tax

Amount transferred to General Nil Nil

Reserve

Balance carried to Balance (1,447,766,329) (431,906,288)

Sheet

Earnings per share (Basic) (15.97) (4.87)

Earnings per Share(Diluted) (15.97) (4.87)



PARTICULARS STANDALONE

FY 2015 FY 2014

2,950,862,935 3,307,984,462 Net Sales /Income from Business Operations

Other Income 152,326,481 142,234,004

Total Income 3,103,189,416 3,450,218,466

Profit /(loss)before (1,038,836,434) 21,970,672 Interest and Depreciation

Less Interest 267,451,625 362,983,572

Profit /(loss)before (1,306,288,059) (341,012,900) Depreciation Less Depreciation and 109,764,361 107,742,189 amortization

Profit / (loss) after depreciation and Interest (1,416,052,420) (448,755,090)

Less Current Income Tax - -

Less Previous 30,863,929 - year adjustment of Income Tax

Less Deferred Tax - -

Net Profit after Tax (1,446,916,349) (448,755,090)

Dividend (including nil nil Interim if any and final )

Net Profit after (1,446,916,349) (448,755,090) dividend and Tax

Amount transferred to NIL NIL General Reserve

Balance carried to Balance (1,446,916,349) (448,755,090) Sheet

Earnings per share (Basic) (16.03) (4.98)

Earnings per Share(Diluted) (16.03) (4.98)

Notes: FY2015 represents fiscal year 2014–15, from 1 April 2014 to 31 March 2015, and analogously for FY2014 and other such labeled years.

2. BUSINESS PERFORMANCE

The company had a yet another challenging year. The difficult market conditions had contributed to the tough environment. Total Revenue for the year is at Rs. 3,10,31, 89,416 compared to Rs. 345,02,18,466 for the previous year. The company has incurred a net loss of Rs. 141, 60, 52,420 in the current year as against a net loss of Rs.44,87,55,090 in the previous year. The company has taken necessary steps to improve the performance in the next year.

3. CONSOLIDATED RESULTS

Due to the drop in profitability of the standalone accounts, the consolidated profit and loss account also shows a negative growth in profitability and revenue.

Consolidated Revenue of Vascon Group is Rs. 6,37,05,91,376 as compare to Rs.6,43,23,93,237 for the previous period of 12 months. Net Loss is Rs. 1,36,41,28,222 for the year. Diluted Earnings per Share (EPS) on consolidated basis is Rs. (15.97) for the year.

4. BUSINESS OPERATIONS & FUTURE OUTLOOK

Company has successfully concluded the rights issue for an amount of Rs. 100 Crores at a price of Rs. 15/- per equity share of Rs. 10/- paid up. This shall definitely improve the cash flow position of the company and shall enable to improve the speed of execution of the real estate projects and bidding for higher value EPC contracts. This shall bring a new era in the history of Company with next level of Growth.

Company has also established its presence in Qatar in the Gulf region and is expecting beginning of contract in the current financial year. Company is focused on acquisition of quality contracts with good margin and good clients. Company's strategy of focusing on full service contracts in select areas has started yielding results, recently the company has acquired an additional contact in Lucknow to the extent of Rs. 286 Crores and work is expected to begin shortly.

In the Real Estate segment company has total ongoing projects of 2.5 million sq. ft of which company has sold 1.84 million sq. ft amounting to Rs 972 Crores; company is also planning to launch new projects in current financial year.

5. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve.

6. DIVIDEND

In view of the losses incurred in the current year, we do not recommend any dividend for the year under review.

7. SHARE CAPITAL

The Company has allotted 2, 93,377 equity shares of Rs. 10/- each fully paid on December 30, 2014. Further, the Company's Rights Issue has been successful and it has allotted 6, 66, 66,666 equity shares of Rs. 10/- each fully paid on August 1, 2015.

Accordingly the total paid-up share of the Company has increased to 15,74,35,970 equity shares, amounting to 157, 43, 59,700/- as on the date of this Report.

Change in Capital

- Increase in Authorized Capital:

Pursuant to the provisions of Sections 13, 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment hereof ) and the rules framed there under as may be applicable and the Articles of Association of the Company, the existing Authorized Share Capital of the Company of Rs.150,00,00,000/- (Rupees One Hundred and Fifty Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.10/- (Rupees Ten only) each, has been increased to Rs. 200,00,00,000/- (Rupees Two Hundred Crore only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of Rs.10/- (Rupees Ten only) each by creation of 50,000,000 (Five Crore) Equity Shares of Rs. 10 (Rupees Ten Only) each ranking pari passu in all respects with the existing Equity Shares of the Company, vide Members resolution passed on September 15, 2014.

8. FIXED DEPOSITS

The details of deposits accepted/renewed during the year (FY 2014-15) under review are as below:

Amount Sr. Particulars (In Rs.) No

1. Am ount accepted during the 126,200,000 year

2. Am ount remained unpaid or unclaimed as at the end of No the year.

3. Whether there has been any default in repayment of deposits oR payment of interest thereon during the year and if so, number of such cases and the total amount involved. No

i) at the beginning of the year

ii) maximum during the year

iii) at the end of the year

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has procured an EPC contract from UP Housing and Development Board for an amount of Rs. 286 Crs, to build 13.50 lac sq. ft. consisting of 10 buildings.

The Company has concluded the Rights Issue of Equity Shares to an extent of Rs. 100 Crores to the existing shareholders of the company.

The company has filed a petition with the settlement commission for completing assessment of Income Tax for the Assessment years from 2007-2008 to 2014-2015.

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 Company has 13 subsidiaries and 5 joint venture companies as on March 31, 2015. During FY 2016, i.e after April 1, 2015, Angelica Properties Private Limited has become Subsidiary of Vascon.

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 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 statement of the Company and all its subsidiaries and joint ventures prepared in

accordance with Accounting Standards 21 and 27 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 Board's Report. This statement also provides the details of the performance and financial position of each subsidiary.

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 during regular business hours at the Company's registered office in Mumbai, India. These will also be available on our website.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company makes investments or extends loans/guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

14. CORPORATE GOVERNANCE AND ADDITIONAL SHAREHOLDERS' INFORMATION

A detailed report on the corporate governance systems and practices of the Company is given in a separately in this annual report.

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

15. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided as a separate chapter in the annual report.

16. BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

As per the provisions of Sections 149 and 152 of the Companies Act, 2013, the shareholders at their 29th Annual General Meeting held on September 15, 2014, had approved the re-appointment of all the existing Independent Directors of the Company for tenure of up to five consecutive years. None of the Independent Directors are liable to retire by rotation. In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, in accordance with provisions of Section 152 of the Companies Act, 2013.

At the forthcoming Annual General Meeting scheduled on September 29, 2015, Mr. R. Vasudevan, Whole time Director of the Company, retires by rotation and being eligible, seeks re- appointment. A brief profile of Mr. R. Vasudevan is given in the Corporate Governance section of the annual report for reference of the shareholders.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of section 203(1 )(i) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company with effect from 1 April 2014:

Dr. Santosh Sunderarajan, Chief Executive Officer; Mr. D. Santhanam, Chief Financial Officer; and Mr. M. Krishnamurthi, Company Secretary.

These officers are in the service of the Company for more than a decade.

A. BOARD EVALUATION

As per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Board's overall effectiveness.

None of the Independent Directors are due for reappointment.

17. APPOINTMENT OF DIRECTORS AND

REMUNERATION POLICY

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with Section 178(3) of the

Companies Act, 2013, Clause 49(IV) (B) of the Listing Agreement and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an annexure to the Corporate Governance report.

B. NUMBER OF BOARD MEETINGS

The Board of Directors met nine times during the year, including a separate meeting of Independent Directors. Details of Board meetings are laid out in Corporate Governance report, which forms a part of this annual report.

18. AUDIT COMMITTEE

The Audit Committee of the Board of Directors consists of two Independent Directors and one Whole Time Director. Presently, the Committee comprises of Mr. V. Mohan, Chairman of the Committee and Independent Director, Mr. R. Kannan, Independent Director and Mr. R. Vasudevan, Managing Director

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

19. BUSINESS RISK MANAGEMENT

The Company has a Risk Management Committee of the Board, consisting of two Independent Directors and one Whole Time Director. The details of the Committee and its terms of reference are set out in the Corporate Governance section, which forms a part of this Report.

The Audit and Risk Management Committees review the key elements of the Company's business, finance, operations and compliance risk(s) and respective mitigation strategies. The Risk Management Committee review the risk identification and management process developed by management to confirm it is consistent with the Corporation's strategy and business plan.

During FY 2015, focus areas of the management and the Board included progress on strategy execution, quality and regulatory, while process safety and health continued to remain a priority for the Company.

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

1. applicable accounting standards have been followed in the preparation of the annual accounts;

2. accounting policies have been selected and applied consistently. Judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of FY 2015 and of the profit of the Company for that period;

3. proper and sufficient care has been taken to maintain 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;

4. annual accounts have been prepared on a going concern basis;

5. adequate internal financial controls for the Company to follow have been laid down and these are operating effectively; and

6. proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.

21. RELATED PARTY TRANSACTIONS

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as "Annexure II".

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has Whistle-Blower policy (Whistle- Blower/ Vigil Mechanism) to report concerns. 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 Company's website

23. AUDITORS

STATUTORY AUDITORS

The Members of the Company at their 29th Annual General Meeting (AGM) held on September 15, 2014, approved the appointment of M/s. Deloitte Haskins & Sells LLP, (Firm Registration no.

117366W/W-100018) Chartered Accountants, as statutory auditors of the Company, to hold office for five years, from the conclusion of the 29th AGM.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the auditors is subject to ratification by the shareholders at every subsequent AGM. Accordingly, the statutory auditors, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and Clause 41(I)(h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 30th AGM till the conclusion of the 31st AGM, to the shareholders for ratification.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Dr. K R Chandratre, practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2015. The secretarial audit report for FY 2015 is attached as "Annexure III".

For FY 2016, based on the consent received from K.D. Rane & Associates, practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, practicing Company Secretary, as secretarial auditor of the Company for FY 2016.

24. BOARD'S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

Information and explanation on remark in the Auditor's Report: if any:

Auditor's emphasis matters of the Report:

(i) Preparation of Accounts on Going Concern

Basis:

Reply: The Company has already taken steps to augment the long term resources by issue of Rights shares to the existing shareholders of the Company. The issue has been completed and the Company is in process of clearing liabilities.

(ii) Loans and Advances to Subsidiary

Reply: As mentioned in the note, the management is confident of recovering advances.

(ii)Auditor's comment on delay in payment of statutory dues and loans, in their Annexure to the Report

Reply: The Company has increased the long term resources by issuing rights shares to the members to an extent of Rs. 100 crores. These funds along with the realization of proceeds from noncore assets shall enable company to pay the dues on time.

Secretarial Auditors remarks in the Report:

- The notice of book closure was published in English newspaper in English instead of in vernacular.

Reply: The Board has noted this remark, and ensures Compliance in future.

- The notice of e-voting was published in English language in English instead of in vernacular. Reply: The Board has noted this remark, and ensures Compliance in future.

- The e-voting for the annual general meeting was not completed three days prior to the date of annual general meeting.

Reply: The Board has noted this remark, and ensures Compliance in future.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During FY 2015, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Vascon has been 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. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee and Managing Director, Mr. V. Mohan, Independent Director, Mr. R Kannan, Independent Director.

During the year, the Committee formulated and recommended a CSR policy to the Board. 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 IV"

27. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act,1956, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

28. EMPLOYEES STOCK OPTION SCHEMES

The applicable disclosures as stipulated under SEBI guidelines with regard are attached as "Annexure V".

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under 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 as "Annexure VI".

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 our Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A.

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.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars 2013-2014 2013-2014

Foreign Exchange - -

Earning

Expenditure in - -

Foreign Exchange

31. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in Form MGT-9 is attached as "Annexure VII".

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment, as also for the trust reposed on us by our clients. We also acknowledge the support extended to us by the analysts, bankers,

government agencies, media, customers, suppliers, shareholders and investors at large.

For and on behalf of the Board of Directors

V. Mohan

Chairman

Place: Mumbai

Date: August 11, 2015

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Mar 31, 2014

Dear Members,

We are pleased to present this report with the Audited Annual Accounts of the Company for the year ended March 31,2014.

1. Financial Results:

Financial Highlights of the Company for the year are as follows:

Particulars 2013-2014 2012-2013

Total Revenue : 3407.42 4601.37

Profit before Interest and Depreciation & Taxes

Less: Interest 362.98 305.72

Depreciation 107.74 124.58 430.30

Profit Before Exceptional

Items, Prior Period (448.84) (254.43)

Expenses / Income (Net) and Tax

Prior Period Expenses / Income (Net) - (0.04)

Exceptional Items 0.08 (33.59) (33.63)

Profit Before Tax (448.76) (288.06)

Less: Provision for Tax

Current - -

MAT Credit Entitlement

Deferred Tax - (20.88)

Excess/Short provision for Tax - (20.88) of earlier years

Net Profit (448.76) (308.94)

2. Business Performance:

The company had a yet another challenging year. The difficult market conditions had contributed to the tough environment. Total Revenue for the year is at Rs. 3407.42 million compared to Rs. 4601.37 million for the previous year. The company has incurred a net loss of Rs. 448.76 million in the current year as against a net loss of Rs. 308.94 million in the previous year. The company has taken necessary steps to improve the performance in the next year.

3. Consolidated Results:

Due to the drop in profitability of the standalone accounts, the consolidated profit and loss account also shows a negative growth in profitability while its revenue growth is moderate.

Consolidated Revenue of Vascon Group is Rs. 6432.39 million as compare to Rs. 7363.11 for the previous period of 12 months.

Net Loss is Rs. 431.91 million for the year.

Diluted Earnings Per Share (EPS) on consolidated basis is Rs. (4.83) for the year.

4. Business Operations & Future Outlook:

The Real Estate business of the Company of the company has a land bank of 505 acres primarily in Maharashtra and Tamil Nadu. This land parcel shall enable the Company to make 43 million sq. ft of saleable area in the coming years with current FSI rules. Out of this area, Construction has commenced in 3.01 million sq. ft across 10 projects. From this area, the Company has sold 1.70 million sq. ft amounting to Rs 7592 million. The balance 1.31 million sq. ft is expected to be sold in next two years to fetch an amount of 7800 million. Presently the company is focusing all it efforts in three to four projects which has additional built up area of 2 million sq. ft to be started in the next 2 years.

Moreover, the Company is also planning to sell some of the non-core assets to generate immediate cash flow. This shall enable the Company to substantially reduce the existing debt, thereby improving the profitability.

5. Dividend:

In view of the losses incurred in the current year, we do not recommend any dividend for the year under review.

5. Change In Capital:

Increase in Authorised Capital:

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (passing of Resolution by Postal Ballot Rules), 2011, an Ordinary Resolution was passed by members of the Company on 4th March, 2014 to increase the Authorised Share Capital and Alteration of the Memorandum of Association of the Company. Accordingly, the Authorized Capital of the Company has been increased from Rs. 100, 00, 00,000 Crores (Rupees Hundred Crores only) divided into 10, 00, 00,000 (Ten Crore) equity shares of Rs. 10/- each to Rs.150, 00, 00,000/- (Rupees One Hundred and Fifty Crores only) divided into 15, 00, 00,000 (Fifteen Crore) equity shares of Rs.10/- (Rupee Ten only) each.

Equity Evolution during the year:

As on March 31,2014 the paid up Equity Share Capital of the Company was Rs. 90,18,25,500/- consisting of 9,01,82,550 equity shares of Rs.10/- each. The table below gives details of equity evolution of the Company during the year under review:

7. Utilisation of IPO Proceeds:

The proceeds of the IPO were to be used for Construction of our EPC contracts and Real Estate Development Projects, repayment of loans, and for general corporate purposes. The summary of utilisation of IPO proceeds are as follows:

8. Subsidiary Companies and Consolidated Financial Statement:

The Company has 14 subsidiaries as on March 31, 2014. We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/ 2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies not to attach copies of the Balance Sheets and Profit and Loss Accounts, Directors'' Reports, Auditors'' Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the company''s corporate office. A statement containing information on the Company''s subsidiaries is included in this Annual Report.

9. Directors:

Sub-section (10) of Section 149 of the Companies Act, 2013 (effective 1 April 2014) provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing of a special resolution by the shareholders of the Company. Sub-section (11) of the same section states that no Independent Director shall be eligible for more than two consecutive terms of up to five years each. In addition, sub-section 13 of Section 149 states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act, shall not apply to such Independent Directors.

The new Clause 49 notified by the SEBI on April 17, 2014, most of which comes into effect from 1 October 2014, states in sub-clause II (B)(2) that any Independent Director "who has already served five years or more in a listed company as on 1 October 2014, shall be eligible for appointment, on completion of his present term, for one more term of up to five years only."

The appointment of Non-Executive Directors — whose sub-set comprise Independent Directors under the Companies Act, 1956 was a de facto term of three years because one third of such fiduciaries were eligible for retirement by rotation. Therefore, it stands to reason that those Independent Directors who would complete their present three-year term at the ensuing AGM of the Company in July 2014, and are eligible for re- appointment, may be considered by the shareholders for re-appointment for a term of up to fi ve years.

The Board recommends the appointment of Mr. V. Mohan and Mr. R. Kannan as Independent Directors under the provisions of the Companies Act, 2013 and Clause 49 of the Listing

Agreement, not liable to retire by rotation and to hold office for the period of Five years.

The brief profile of all the Independent Directors is given in the Corporate Governance section of the annual report for reference of the shareholders.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 (effective 1 April 2014), one-third of the retiring Board members (other than Independent Directors), shall retire every year and if eligible, can be re-appointed, by the shareholders at their meeting.

The respective resolutions to the above referred matters are included in the notice convening the Annual General Meeting of the company scheduled on September 15, 2014.

Retirement by Rotation

Mr. K. G. Krishnamurthy, Non-Executive Director retires by rotation, and being eligible, has offered himself for reappointment. We propose at the ensuing Annual General Meeting, to reappoint Mr. K. G. Krishnamurthy as Independent Director not liable to retire by rotation and to hold office for the period of Five years.

10. Corporate Governance Report And Management Discussion And Analysis Statement:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

11. Fixed Deposit:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was filed with the Registrar of Companies, Mumbai pursuant to rule 4A (1) of the Companies (Acceptance of Deposits) rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2014 stood at Rs. 11,54,37,000/-.

None of the fixed deposits, matured during the year, remained unclaimed or unpaid.

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

13. Particulars Regarding Employees:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

The information required under section 217(2A) of the Companies Act, 1956 and the relevant provisions of Companies Act, 2013, read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 and the relevant provisions of Companies Act, 2013, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

14. Employee Stock Option Scheme:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ("the scheme"). The Board is please to inform you that, the said scheme is over now and ESOS, 2013 shall be implemented in the year 2014-15. Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report

15. Directors'' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956:

a. The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

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 at the end of the year and of the Profit/Loss of the Company for that year.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts are prepared on a going concern basis.

16. Auditors:

Anand Mehta & Associates, Auditors having a firm registration no. 127305W, retire at the forthcoming Annual General Meeting and Deloitte Haskins & Sells LLP having a firm registration no. 117366W/W-100018 have confirmed their eligibility and willingness to accept the offer to act as a Statutory Auditors of the Company and accordingly Board recommends their appointment as Statutory Auditors of the Company for a period of Five years.

17. Auditor''s Report:

Information and explanation on remark in the Auditor''s Report: if any:

(i) In respect of Auditor''s observation relating to improving the internal audit system, the management has taken necessary action to conduct the internal audit of the company.

(ii) In respect of Statutory Outstanding referred in the Auditor''s Report, we wish to clarify that all dues referred there in have been

paid except the Service Tax and TDS which are partially paid.

(iii) In respect to Auditors comments on the default in Term Loan from Banks, the management would like to clarify that the amounts have since been paid.

18. Acknowledgement:

We thank our bankers, customers and vendors for their continued support to our Company''s growth. We place on record their appreciation of the contributions made by Vascon''s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the Company to perform well in a competitive environment. For Vascon Engineers Limited

Mumbai: V. Mohan

August 12, 2014 Chairman & Director

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Mar 31, 2013

Dear Members,

The are pleased to present our 28th Annual Report on the business and operations of the Company for the year ended 31st March, 2013.

1. Financial Results:

Financial Highlights of the Company for the year are as follows:

(Rs. in Million)

Particulars 2012-2013 2011-2012

Total Revenue : 4601.37 5115.86

Profit before Interest and 175.87 181.72

Depreciation & Taxes

Less: Interest 305.72 355.46

Depreciation 124.58 430.30 100.67 436.12

Profit before exceptional and extraordinary items Prior Period (254.43) (254.40)

Expenses / Income (Net) and Tax

Prior Period Expenses / (0.04) (1.50)

Income (Net)

Exceptional Items (33.59) (33.63) 366.03 364.53

Profit Before Tax (288.06) 110.13

Less: Provision for Tax

Current 6.64

MAT Credit Entitlement (6.64)

Deferred Tax (20.88) (9.72)

Excess / Short provision for (20.88) (9.72)

Tax of earlier years

Net Profit (308.94) 119.85

2. Business Performance:

The last two years have been challenging years with unprecedented economic uncertainty, which has resulted in moderating market demand and rising costs. The Company, as a part of its business strategy has taken a conscious decision to exit from some of its stalled, slow moving and non-proftable projects which were economically unviable to continue on same commercial terms. Due to this strategy, it has seen drop in Revenue and earnings of our Construction business. More over due to drop in turnover, the over head has not been fully absorbed, thereby pulling down the profts.

Total Revenue for the year is at Rs. 4601.37 million compared to Rs. 5,115.86 million for the previous period of 12 months.

Net loss for the year is at Rs. 308.94 million as compared to Net Proft of Rs. 119.85 million for the previous period of 12 months.

3. Consolidated Results:

Due to the drop in proftability of the standalone accounts, the consolidated proft and loss account also shows a negative growth in proftability while its revenue growth is moderate.

Consolidated Revenue of Vascon Group is Rs. 7,363.11 million as compare to Rs. 7,280.29 for the previous period of 12 months.

Net Loss is Rs. 170.47 million for the year.

4. Business Operations & Future Outlook:

The Company has two businesses viz. Real Estate and Construction.

The Company has consolidated its position in Construction business in the last year and is focusing on more remunerative contracts. The unique expertise of the company in executing full service contracts is thrust in bidding and acquiring new contracts. This shall not only improve the margins but also contribute to the image of the company.

The Company has increased its focus on development of our Real Estate projects. This has yielded results and Revenue in our Real Estate business has achieved signifcant growth despite challenging economic environment. It will continue this strategy of focusing on Real estate development projects. This will yield better margins and also help in generating steady cash fow in the future.

GMP Technical Solutions Pvt. Ltd., the Clean Room partition business has growth in revenue. The margins in this business have been stable and the Company expects to maintain growth in this segment. It is now exporting to six countries and plan to expand its footprints further. The global footprint shall not only grow the revenue but also regain proftability.

The Company has successfully reduced its Gross Debt by Rs. 740 million in last year. The Company is making an all out efforts to improve cash fow from monetization of unsold inventory and selective land parcels. We have already monetized commercial projects in Pune during last year. We will continue our efforts on other identifed projects in this year as well. Apart from this projects, the Company intends to exit from its investment in Hospitality projects at right prices.

5. Dividend:

In view of losses incurred in the current year, we do not recommend any dividend for the year under review.

6.Change in Capital:

Equity Evolution during the year

As on March 31, 2012 the paid up Equity Share Capital of the Company was Rs. 90,13,56,000/- consisting of 901,35,600 equity shares of Re.10/- each.

The table below gives details of equity evolution of the Company during the year under review:

Date Particulars No. of equity shares Post allotment Equity of Rs.10/- each Share Capital status Allotment pursuant Rs.901,507,500/- consisting May 21, to exercise of Stock 15,150 of 90,150,750 equity shares 2012 Options of Re.10/- each. Allotment pursuant Rs.901,801,500/- consisting Nov 8, to exercise of Stock 29,400 of 90,180,150 equity shares 2012 Options of Re.10/- each. 7. Utilisation of IPO Proceeds: The proceeds of the IPO were issued for procurement of land at various strategic places, repayment of loans, construction expenses of projects and for general corporate purposes. The summaries of utilisation of net IPO proceeds are as follows:

(Rs. in Million)

Particulars Amount to be Actual utilizations as utilized on 31.03.2013

a) Construction of our EPC 1,189.2 1,189.2 contracts and Real Estate

Development Projects

b) Repayment of debt 361.7 361.7

c) General Corporate purpose 103.4 103.4

d) Issue Expenses 127.7 127.7

8. Subsidiary Companies & Consolidated Financial Statement:

The Company has 11 subsidiaries as on March 31, 2013.We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/ 2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies to not attach copies of the Balance Sheets and Proft and Loss Accounts, Directors'' Reports, Auditors'' Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the company''s corporate offce. A statement containing information on the Company''s subsidiaries is included in this Annual Report.

9. Directors:

Retirement by Rotation

Mr. V Mohan, Director retires by rotation and being eligible has offered himself for re-appointment. We propose to re-appoint Mr. V Mohan as director of the Company at the ensuing Annual General Meeting.

10. Corporate Governance Report And Management Discussion And Analysis Statement:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

11. Fixed Deposit:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was fled with the Registrar of Companies, Mumbai pursuant to rule 4A(1) of the Companies (Acceptance of Deposits) rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2013 stood at Rs. 89.30_ Millions. None of the fxed deposits which are matured during the year remained unclaimed and unpaid.

12. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

13. Particulars Regarding Employees:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

14. Employee Stock Option Scheme:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ( "the scheme" ). Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report.

15. Directors'' Responsibility Statement Pursuant to Section 217(2AA):

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

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 at the end of the year and of the Proft/Loss of the Company for that year.

c) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

16. Auditors:

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and have confrmed their eligibility and willingness to accept offer, if are re-appointed.

17. Auditor''s Report:

Information and explanation on remark in the Auditor''s Report: if any

(i) In respect of Auditor''s observation relating to improving the internal control systems and the scope and coverage of Internal Audit, the management has taken steps to strengthen the same.

(ii) In respect of outstanding referred in the Auditor''s Report, we wish to clarify that all dues referred there in have been paid.

18. Acknowledgment:

We thank our bankers, customers and vendors for their continued support to our Company''s growth. We place on record their appreciation of the contributions made by Vascon''s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the Company to perform well in a competitive environment.

For Vascon Engineers Limited

V. Mohan

Mumbai: 22nd July, 2013 Chairman

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Mar 31, 2012

The are delighted to present our 27th Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

01. FINANCIAL RESULTS:

Financial Highlights of the Company for the year are as follows:

(Rs. In Million)

Particulars 2011-2012 2010-2011

Total Revenue 5115.86 7870.79

Profit before Interest, 181.57 811.55

Depreciation & Taxes

Less: Interest 335.45 227.89

Depreciation 100.67 436.12 75.33 303.22

Profit Before Exceptional Items, Prior Period Expenses / Income (Net) and Tax (254.55) 508.33

Add: Prior Period Expenses /

Income (Net) (1.50) 5.01

Exceptional Items 366.18 364.68 212.51 217.52

Profit Before Tax 110.13 725.85

Less: Provision for Tax

Current 6.64 201

MAT Credit Entitlement (6.64) -

Deferred Tax (9.72) (2.61)

Excess / Short provision for Tax of earlier years - (9.72) (15.53) 182.86

Net Profit 119.85 542.99

02. BUSINESS PERFORMANCE:

Total Revenue for the year is at Rs. 5,115.86 million as compared to Rs. 7,870.79 million for the previous period of 12 months.

Net Profit for the year is at Rs. 119.85 million as compared to Rs. 542.99 million for the previous period of 12 months.

03. CONSOLIDATED RESULTS:

Consolidated Revenue of Vascon Group is Rs. 7,280.29 million as compared to Rs. 10,229.59 million for the previous period of 12 months.

Net Profit is Rs. 154.87 million for the year.

Diluted Earnings Per Share (EPS) on consolidated basis is Rs. 1.49 for the year.

04. BUSINESS OPERATIONS AND FUTURE OUTLOOK:

Our Company focuses on two businesses viz. Real Estate and Construction. Both the businesses have grown in the last several years together and have a very bright future. The EPC business has spread all over the country and include constructing factories, hospitals, hotels, offices, residential complexes, shopping malls etc. The Company intends to capitalize on the opportunity presented by the infrastructure sector also.

While the Company had a faster growth in the last five years it has faced a challenging situation in the last year. However, it has consolidated the position in the last two quarters, and is focusing on more remunerative projects.

In the Real Estate space, the Company is engaged in development of residential and office complexes, shopping malls, multiplexes, hotels, IT Parks, and other buildings. It concentrates on JDA model of business. However, in the areas where it has had successful launches in the past, it had acquired land parcels also. The Company has created iconic projects in Pune in the past and the buildings have won many awards for theire construction. While the Company has potential salable area of over 60 million sq. ft., it has recently started its magnum opus project at Pune with the name, Windermere. All the real estate projects of the Company are selling well and are expected to pick up momentum in the next few years.

As a part of backward integration the Company has purchased GMP Technical Solutions Private Limited in August, 2010. The company is working in two business areas. One is clean room partitions and the other one is HVAC design and integrated building management system. The busines is growing more than 20% CAGR and it has forayed into several overseas market.

Apart from this the Company has made strategic investments in hospitality business. It intends to exit the units at right prices. In the current year it has sold the hotel in Pune at a profit.

05. DIVIDEND:

In view of plough back of profit for future growth of the Company we do not recommend any dividend for the year under review .

06.CHANGE IN CAPITAL:

Equity Evolution during the year

As on March 31, 2011 the paid up Equity Share Capital of the Company was Rs. 90,01,60,500/- consisting of 900,16,050 equity shares of Re.10/- each.

The table below gives details of equity evolution of the Company during the year under review:

Table: Shares allotted during F.Y. 2011-2012

Date Particulars No. of equity Shares Post allotment Equity of Re.10/- each Share Capital status May 14, Allotment pursuant 90,000 Rs. 90,10,60,500/- consisting 2011 to exercise of of 901,06,050 equity shares Stock Options of Re.10/- each.

Feb 14, Allotment pursuant 29,550 Rs. 90,13,56,000/- consisting 2012 to exercise of of 901,35,600 equity shares Stock Options of Re.10/- each.

07. UTILISATION OF IPO PROCEEDS:

The proceeds of the IPO were issued for procurement of land at various strategic places, repayment of loans, construction expenses of projects and for general corporate purposes. The summaries of utilisation of net IPO proceeds are as follows:

(Rs. In Millions)

Sr. Particulars Amount Actual utilizations to be utilized as on 31.03.2012

a) Construction of our EPC contracts and Real Estate Development projects 1189.2 1189.2

b) Repayment of debt 361.7 361.7

c) General corporate purpose 103.4 103.4

d) Issue Expenses 127.7 127.7

Total 1,78.2 1,78.2

08. ACQUISITIONS:

During the year the Company has purchased the balance shares of Almet Corporation Limited and Marathwada Realtors Private Limited making these companies 99.92% and 100% subsidiaries.

09. SUBSIDIARY COMPANIES:

The Company had 9 subsidiaries at the beginning of the year. During the year the Company acquired two new companies which are Almet Corporation Limited and Marathwada Realtors Private Limited. Following this action, the Company has 11 subsidiaries as on March 31, 2012.

10. CONSOLIDATED FINANCIAL STATEMENT:

We have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

By a general circular (No. 2/2011 dated February 8, 2011), the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, has permitted companies not to attach copies of the Balance Sheets and Profit and Loss Accounts, Directors' Reports, Auditor's Reports and other documents of all their subsidiaries, to the Accounts. The company has acted accordingly.

However, annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. On request, these documents will be made available for inspection at the Company's Corporate Office. A statement containing information on the Company's subsidiaries is included in this Annual Report.

11.DIRECTORS:

Retirement by Rotation

Mr. R. Kannan, Director retires by rotation and being eligible has offered himself for re-appointment. We proposed to re-appoint Mr. R. Kannan as director of the Company at the ensuing Annual General Meeting.

12.CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

13.FIXED DEPOSIT:

The Company has accepted deposits without invitation to Public under section 58A of the Companies Act, 1956. The statement in lieu of advertisement signed by the Directors of the Company was filed with the Registrar of Companies, Mumbai pursuant to Rule 4A(1) of the Companies (Acceptance of Deposits) Rule, 1975. Fixed deposits accepted from employees, shareholders and outsiders as on March 31, 2012 stood at Rs. 84.05 Millions. None of the fixed deposits which are matured during the year remained unclaimed and unpaid.

14.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

15.PARTICULARS REGARDING EMPLOYEES:

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors Report. However in terms of section 219 (1)(b)(iv) of the Companies Act, 1956 the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

16.EMPL0YEE STOCK OPTION SCHEME:

During the year under review the Company implemented Employee Stock Option Scheme, 2007 ("the scheme"). Disclosures in respect of the scheme in compliance with Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 are set out in annexure to this report and forms part of this report.

17.DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA):

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

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 at the end of the year and of the Profit/Loss of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

18. AUDITORS:

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept offer, if are re-appointed.

19. AUDITOR'S REPORT:

Information and explanation on remark in the Auditor's Report:

(i) In respect of Auditor's observation relating to improving the internal control systems and the scope and coverage of Internal Audit, the management has taken steps to strengthen the same and correct the weaknesses observed in the system. Further, the scope of the Internal Auditor has also been increased to monitor the implementation of the same.

(ii) In respect of Auditor's observation relating to preparation of cost statement, we have to clarify that the same are being prepared by Cost Accountant and their report is awaited.

(iii) In respect of certain delays in payment of dues to the bank, financial institutions and statutory liabilities, we have to clarify that the same was on account of tight monetary conditions prevailing in the economy where payments from customers are also delayed. We are confident that the situation will improve in the ensuing year. The management has also initiated a process of liquidating certain non core real estate assets and vigorous follow up with customers for recovery of dues whereby the funds so generated can be used to repay the dues as per time lines stipulated.

(iv) As regards the Auditor's observation relating to the fraud detected in the Company, we invite your attention to note no. 46 to the Financial Statements, which is self explanatory.

20.ACKNOWLEDGEMENT:

We thank our bankers, customers and vendors for their continued support to our Company's growth. We place on record our appreciation of the contributions made by Vascon's employees at all levels. Their competence, hard work, solidarity, co-operation and support have enabled the Company to perform well in a competitive environment. For Vascon Engineers Limited Mumbai V. Mohan

21st May, 2012 Chairman

---

Mar 31, 2010

We are delighted to present our 25th Annual Report on the business and operations of the Company for the year ended 31s March, 2010.

01 FINANCIAL RESULTS

Financial Highlights of the Company for the year are as follows:

(Rs In Millions) 2009-2010 2008-2009 Gross Receipts: 7,147.72 5,305.09 Profit before Interest and Depreciation & Taxes 907.79 621.83

Less: Interest 214.26 253.50

Depreciation 64.11 57.26

Profit Before Tax and Prior Period

Adjustment 629.43 311.07

Less: Provision for Tax

Current : 197.20 96.32

Fringe Benefit Tax - 3.64 Deferred Tax Expense/(Gain) (4.39) 192.81 (1.68) 96.28

Profit After Tax and before Prior

Period Adjustment 436.62 212.79

Add/Less:

Excess/(Short) Provision Back/Off , 2.30 (5.91)

Prior Period Adjustment-

lncome/(Expenses) 3.34 5.64 (2.20) (8.11)

Net Profit : 442.26 204.67

02 BUSINESS PERFORMANCE

Sales for the year are Rs. 6,950.12 million compared to Rs. 5,240.03 million for the previous period of 12 months.

Profit after tax is at Rs. 442.26 million as compared to Rs. 204.67 million for the previous period of 12 months.

03 CONSOLIDATED RESULTS

Consolidated income of Vascon Group have gone up by 47.16% to Rs. 7,381.24 million.

Net Profit has increased 171.48% to Rs. 522.01 million.

Basic earnings Per Share (EPS) on consolidated basis Rs. 6.71 as compared to Rs. 2.49 in the previous year.

04 BUSINESS OPERATIONS & FUTURE OUTLOOK

The Companys EPC services include constructing factories, hospitals, hospitality properties, office and residential complexes, shopping malls, multiplexes, IT parks and other buildings. We intend to capitalize on the opportunity presented by the emphasis on the Infrastructure development by the Government of India.

Vascon also provides EPC services for its own projects as well as to third parties. EPC services involve various activities, depending on the scope of the engagement on a specific project. It encompasses undertaking projects as turnkey contractors for the entire project or as contractors responsible for a specific portion of a project.

Vascons strategy for the EPC segment will focus on optimizing its EPC services business and resources and entering into infrastructure development by participating in road development and other infrastructure related activities.

In the real estate space the Company is engaged in the development of residential and office complexes, shopping malls, multiplexes, hospitality properties, IT parks and other buildings. Vascon conducts its real estate development business directly or through its subsidiaries and also holds equity in other Development Entities, which in turn enter into joint development or other agreements to develop the properties.

The Company undertakes the entire spectrum of Real Estate Development activities including identification and acquisition of land to providing EPC services, and sales and marketing of projects to operation of the completed projects.

05 DIVIDEND

In view of ploughing back of profits for future growth of the Company we do not recommend any dividend for the year under review.

06 CHANGE IN CAPITAL: INITIAL PUBLIC OFFER (IPO)

During the year, the Company has successfully completed Initial Public Offering of 10,800,000 Equity Shares of Rs. 10/- each at a premium of Rs. 155/- per Equity Share aggregating to Rs. 165/- per Equity Share. The total issue size was Rs. 1782 million. The Initial Public Offer was over-subscribed to the extent of 1.22 times.

The Company has filled its Draft Red Herring Prospectus on September 29, 2009, Red Herring Prospectus on January 19, 2010 and Prospectus on February 02, 2010. The Initial Public Offer was open from January 27, 2010 to January 29, 2010. The Companys shares were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on February 15,2010.

07 UTILISATION OF IPO PROCEEDS

The proceeds of the IPO were utilised for repayment of loans, construction expenses of projects and for

General Corporate Purposes. The unutilised portion thereto has been invested into bank deposits, bank cash credit and mutual funds. The summary of utilisation of net IPO proceeds is as follows:

(Rs. In Millions)

Particulars Total Estimated Estimated Utilisation Utilisation as Utilisation as on given in Prospectus as on 31.03.2010

a) Construction of our EPCcontracts and real estate development projects , 1150.00 62.50 5.80

[b)Repayment ot debt 396.28 396.28 361.68

c) General corporate purpose 103.47 51.73 103.40

[djlssue Expenses 132.25 132.25 127.73

Total 1782.00 642.76 598.61

08 SUBSIDIARY COMPANIES

The Company had 9 subsidiaries at the beginning of the year. During the year Company set up/ acquired one new subsidiary Caspia Hotels Private Limited. Rose Premises Private Limited ceased to be a subsidiary of the Company due to sale of shares. Following this action, the Company has

9 subsidiaries as on 31st March,2010.

The Ministry of Company Affairs vide its letter No 47/161/2008-CL-lll dt. 15,h March, 2010 granted exemption to the Company from attaching copies of the Balance Sheet and Profit and Loss Account , Directors Report and Auditors Report of the subsidiary companies for the year 2009-10. However, on request by any member of the Company/ statutory authority interested in obtaining them, these documents will be made available for examination, at the corporate office. Pursuant to the approval, a statement of summarized financial of all the subsidiaries, joint ventures & associates is attached along with the Consolidated Financial Statement

09 CONSOLIDATED FINANCIAL STATEMENT

Your directors have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the listing agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

10 DETAILS OF UNCLAIMED SHARES

Following are the unclaimed shares in demat suspense account of the company as at 31st March, 2010.

At the being of the year

Aggregate Outstanding number oi shares In the shareholders suspense

account lying at the

beginning of the year

NIL NIL During. the year

Number of dumber of shareholders shareholders approached to whom for transfer of shares are shares from transfer from suspense suspense account account

21 2520

At the end of the year

Aggregate Outstanding number of shares in the shareholders suspense account lying at the

end of the

year

5 805

At the being of the year During the year At the end of the year Aggregate Outstanding Number of number of Aggregate Outstanding number of shares in shareholders hareholders numbeT of shares in the shareholders suspense approached to whom shareholders suspense (account for transfer shares are account lying at the shares from transfer from lying at the beginning ot suspense suspense end of the the year account account year.

11 DIRECTORS

Retirement by Rotation

Mr. K G Krishnamurthy retires by rotation and being eligible has offered himself for re-appointment.We proposed to re-appoint Mr. K G Krishnamurthy as director of the Company at the ensuing Annual General Meeting.

The brief resume/details relating to director, who is to be appointed/re-appointed has been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

12 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

A report on corporate governance is attached to this Report along with Management Discussion and Analysis Statement.

13 FIXED DEPOSIT

The Company has accepted deposits without invitation to public under section 58A of the Companies Act, 1956 pursuant to a resolution passed by the Board in their meeting held on December 9,2008. The statement in lieu of advertisement signed by all the Directors on the Board of the Company was filed with the Registrar of Companies, Mumbai pursuant to rule 4A(1) of the Companies (Acceptance of Deposits) Rule, 1975. Fixed deposits accepted from employees and outsiders as on 31st March,2010 stood at Rs.3.87crore.

14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

15 PARTICULARS REGARDING EMPLOYEES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section

219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary, at the Registered Office of the Company.

16 EMPLOYEE STOCK OPTION SCHEME

Pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guideline ,1999 the details of stock option as on 31s March,2010 under the Employee Stock Option Scheme,2007 are set out in annexure forming part of the report.

17 DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

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 at the end of the year and of the Profit/Loss of the Company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

18 SOCIAL RESPONSIBILITY

Vascon Moorthy Foundation (VMF) was set up in February 2008 to handle the welfare initiatives of Vascon Engineers Limited. VMF was named after the late Shri N R Moorthy, Senior Mentor of Vascon. The first task was to look after the welfare of construction workers at Vascon project sites. Outside the industry, VMF is taking steps to promote education of deserving children, especially girls. Long-term plans include sponsoring or setting up an institute that can provide technical training in construction industryto the youth.

19 AUDITORS

Anand Mehta & Associates , auditors, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept offer, if are re-appointed.

20 ACKNOWLEDGMENT

We thank our bankers, customers and vendors for their continued support to our Companys growth. We place on record their appreciation of the contributions made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

For VASCON ENGINEERS LIMITED V.MOHAN

CHAIRMAN

---

Mar 31, 2009

We are delighted to present 24th Annual Report on the business and operations of the Company for the year ended 31 st March, 2009.

FINANCIAL RESULTS

(Rs, crores) Particulars March,09 March.08

Gross Receipts: 530.55 603.13

Profit before Interest

and Depreciation 61.95 120.51

Less: Interest 25.35 15.95

Depreciation 5.72 31.07 4.05 20.00

Profit Before Tax 30.88 100.51 Less: Provision for Tax Current 9.63 36.60

Fringe Benefit Tax 0.36 1.80

Deferred Tax Expense/(Gain) -0.16 9.83 -0.83 37.57

Profit After Tax 21.05 62.94

Add/Less:

Excess/(Short)

Provision Written Back/ Off -0.59 0.95

Surplus for the year carried to Balance Sheet 20.46 63.89

Profits of 2007-2008 was higher due to strategic sale and real estate turnover.

BUSINESS PROSPECTS

Recession took a toll on all sectors all over the world, while realty was among the worst affected in India. The Companys sales dropped by 12 percent while profitability also went down. This was mainly on account of postponement or cancellation of several development projects across the country. However, it is significant to note that Vascons margins on pure engineering projects were intact. The contractual turnover of the company made a significant progress by registering an increase of 49.6%.The Company has taken a decision to focus more on contract jobs and community projects like hospitals and schools. The job basket will continue to be a prudent mix of big and small projects while strategic investments will be made in infrastructure ventures.

While it is uncertain when the economy will bounce back, Vascon is confident that its stringent cost-cutting initiatives and aggressive exploration of long-term opportunities in India and other countries will help it emerge stronger. A petition has been filed with the Company Law Board by a party impugning a loan taken by the Company on the security of a property belonging to a subsidiary of the

Company. The petition is being contested. Active steps are also being taken for replacement of the security, as and by way of abundant caution.

AWARDS AND RECOGNITIONS

During the year, the Company received various awards and recognitions. Significant among these were:

• Best IT Infrastructure Company Award, 2008, from the Government of Maharashtra

• Building Industry Leadership Awards, from Builders Information Bureau, New Delhi

DIVIDEND

We do not recommend any dividend for the year under review, because the available surplus is to be ploughed back to nourish the growth of the Company.

SOURCESOF FUNDS

The Company has been making concerted efforts to broaden its sources of funds.

I)RIGHTS ISSUE AND INCREASE IN PAID-UP CAPITAL Pursuant to the resolution passed by the Board of Directors on July 21, 2008, rights shares were issued in the ratio of one equity share for every 22 equity shares held (1:22). Following this, the paid-up capital of the company increased from Rs. 726,147,060/- to Rs. 759,153,730/- . The number of paid up equity shares of Rs. 10/- each increased from 72,614,706 to 75,915,373.

II) ISSUE OF UNSECURED CONVERTIBLE DEBENTURES

Pursuant to the resolution passed by the Board of Directors on July 21, 2008, debentures were allotted in the ratio of one debenture for every 22 equity shares held (1:22). Following this, Unsecured Convertible Debentures stands as 3,300,677 of Rs. 152/-each.

III) FIXED DEPOSITS

The Company has accepted deposits from the public, without invitation, under section 58Aof the Companies Act, 1956, pursuant to the resolution passed by the Board of Directors on December 9, 2008. The statement in lieu of advertisement, signed by all Directors, was filed with the Registrar of Companies, Mumbai in accordance with Rule 4A(1) of the Companies (Acceptance of Deposits) Rules, 1975. Fixed deposits accepted from employees and others amounted to Rs. 4.45 lakh as on 31 st March, 2009.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABORTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology abortion, foreign exchange earnings and outgo as required under section 217 of the Companies Act, 1956 are given in the annexed statement.

PARTICULARS REGARDING EMPLOYEES

Particulars of employees drawing remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month, as required under Section 217 of the Companies Act, 1956 are given in the annexed statement.

SUBSIDIARY COMPANIES

The Company has nine subsidiaries. During the year Company has acquired additional shares of Floriana Properties Pvt. Ltd. following which it has become wholly owned subsidiary of the Company. Vide its letter number 47/113/2009-CL-lll dated 20th April, 2009, the Ministry of Company Affairs has granted approval for not attaching copies of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the nine subsidiary companies of Vascon, for the year 2008-09. However, those members interested in obtaining these documents may write to the Companys registered address. The consolidated financial statements of these subsidiaries, duly audited by the statutory auditors, form part of this report.

DIRECTORS

Retirement by Rotation

Mr V Mohan retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. His brief resume has been furnished in the explanatory statement accompanying the notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

The Directors have:

a)followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

b)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 at the end of the year and of the profit or loss of the Company for that year.

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)The annual accounts are prepared on going concern basis.

SOCIAL RESPONSIBILITY

The Vascon Moorthy Foundation (VMF), set up to guide and execute the Companys social responsibility and welfare initiatives, has completed one year. It has done significant work in the areas of education, health and hygiene at almost all Vascon construction sites. It has also launched new programmes in health care of employees and their immediate family members. VMF is paying special attention to facilitating higher education of children of construction workers. In addition to this, the Company actively participated in activities to promote safety and environment preservation.

AUDITORS

Anand Mehta & Associates, auditors, retire at the forthcoming Annual General Meeting and, being eligible, seek re-appointment. We recommend their re- appointment.

ACKNOWLEDGEMENT

We thank our bankers, customers and vendors for their continued support to our Companys growth. We place on record their appreciation of the contributions made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a challenging environment.

Mumbai, On Behalf of the 23rd June, 2009 Board of Director

V Mohan

Chairman

---

Mar 31, 2008

We are delighted to present our 23rd Annual Report on the business and operations of the company for the year ended 31st March, 2008.

FINANCIAL RESULTS

Consolidated Figures of the company for the year are as follows:

(Rs. In Crores)

March,08 March,07

Gross Receipts : 602.05 382.07

Profit before Interest and Depreciation 119.72 74.73

Less: Interest 15.95 3.72

Depreciation 4.05 20.00 2.18 5.89

Profit Before Tax 99.72 68.84

Less: Provision for Tax

Current 36.60 19.25

Fringe Benefit Tax 1.80 0.14

Deferred Tax -0.83 37.57 0.56 19.95

Expense/(Gain)

Profit After Tax 62.15 48.89

Prior Period

Adjustment 0.79 -

Add/Less:

Provision W Back/ Off 0.95 0.24

Surplus for the year carried to Balance Sheet 63.89 49.14

BUSINESS PROSPECTS

During the year, the Company achieved a 59.61 % percent growth in sales and a 27.12% jump in net profit, compared to the previous year.

The Company continued its strategy of expanding across the nation. During the financial year, new projects were initiated in Baddi, Amritsar, Chandigarh, Ahmedabad, Indore, Nasik, Aurangabad, Mumbai, Hyderabad, Belgaum, Goa, Coimbatore.

The Company kept up its efforts to strengthen the team and to better equip all employees to meet their career goals while sustaining the Companys momentum. The organisation structure was rationalised and new training programmes were put in place to enable multi-faceted growth.

The Company is confident that its strategy of diversified growth, coupled with the dedication and hard work of its team members will enable it to ride the ups and downs of the economy and emerge in a better position to exploit opportunities in the future.

AWARDS AND RECOGNITION

During the year our company received various awards and recognition, significant amongst which are the follows:

- Rated Top 10 Builders in India by CW Magazine, June 2007 issue in India and the Gulf.

- Builders Association of India (BAI) awards for Vascon Weikfield IT CITI Info Park, Nagar Road, Pune for the year 2007.

- Architects, Engineers and Surveyor’s Association Award (AESA) for Vascon Weikfield IT CITI Info Park and Symbiosis Campus in 2008.

- Cityscape India Award for Zircon, Off Nagar Road, Pune for the year 2007.

- Zircon Award for Zircon residential project of Vascon has won the “Artists in Concrete Awards 2007” in two categories - for “Space Planning” and for “Natural Resources Utilisation"

DIVIDEND

In view of plough back of profit for future growth of the company, we do not recommend any dividend for the year under review .

CHANGE IN CAPITAL

AUTHORISED CAPITAL

Pursuant to the resolution passed by the Members at Annual General Meeting of the company held on June 11, 2007 the Authorised Capital of the company was reclassified and increased from Rs. 70 Crores (Rupees Seventy Crores Only) divided into 5,00,00,000 (Five Crores ) equity shares of Rs. 10/- each and 20,00,000 (Twenty Lac) redeemable preference shares of Rs. 100/- to Rs. 100,00,00,000/- divided 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each.

ISSUE OF BONUS SHARES AND CHANGE IN PAID UP SHARE CAPITAL

Pursuant to the resolution passed by the Members at Annual General Meeting of the company held on June 11, 2007, Bonus shares were allotted in the ratio of one equity share for every equity share held (1:1). Due to this , the paid up capital of the company increased from Rs. 354,823,530/- to Rs. 709,647,060/-.The number of paid up equity shares of Rs. 10/- each increased from 35,482,353 to 70,964,706. On Oct 25, 2007 the company allotted 16,50,000 equity shares of Rs. 10/- each under ESOS Scheme of the company increasing the paid up capital to Rs.726,147,060/- consisting of 72,614,706 equity shares of Rs. 10/- each.

PARTICULARS REGARDING EMPLOYEES

Particulars of employees drawing remuneration exceeding Rs.24,00,000/- per annum or Rs.2,00,000/- per month, as required under Section 217 of the Companies Act, 1956 are given in the annexed statement.

SUBSIDIARY COMPANIES

The companies had 8 subsidiaries at the beginning of the year. During the year company set up/ acquired two new subsidiaries which are Greystone Premises Pvt Ltd and Vascon Pricol Infrastructures Ltd. Cosmos Premises Pvt Ltd ceased to be a subsidiary of the company due to sale of shares to Royal Orchids Hotels Ltd. Following this action, the company has 9 subsidiaries as on 31st March, 2008.

The Ministry of Company Affairs vide its letter No 47/102/2008- CL-III dt 25th March, 2008 granted approval to the company for not attaching copies of the Balance Sheet and Profit and loss Account , directors Report and Auditors Report of the subsidiary companies for the year 2007-08. However , on request by any member of the company/ statutory authority interested in obtaining them, these documents will be made available for examination , at its corporate office. As per condition no (i) of the above said letter , consolidated financial statements duly audited by the statutory auditors is enclosed with the statement of summarized financial of all the subsidiaries.

DIRECTORS

APPOINTMENT

Mr. R Kannan and Mr. Ameet Hariani were inducted as independent additional directors on the Board of the company on Sept 19, 2007. They will hold this office up to the conclusion of the ensuing Annual General Meeting of the company. The requisite notices have been received from members, pursuant to section 257 of the Companies Act, 1956 proposing their appointment. It is proposed to appoint them as directors of the company liable to retire by rotation.

RETIREMENT BY ROTATION

Mr. Amar Lulla retires by rotation and being eligible has offer himself for re-appointment. We propose to re-appoint Mr. Amar Lulla as director of the company at the ensuring Annual General Meeting.

The brief resume/details relating to directors, who are to be appointed/re-appointed has been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

FIXED DEPOSIT

The company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the balance sheet.

DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors.

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 at the end of the year and of the Profit/Loss of the company for that year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

SOCIAL RESPONSIBILITY

Vascon is a construction company guided by mother nature and makes optimum use of the basic elements of Nature. Vascon believes man and nature should co-exist and created standards for eco-friendly homes maintaining prefect balance of nature. Our company always made substantial contribution /donations for educational facilities through various organisations and this year is not exception , it has given donation to St. Pheonix School to provide facility of laboratory for its students. This year it has gone one step ahead and formed its own trust under name "VASCON MOORTHY FOUNDATION" to assist poor people living below the poverty line in educating their children, look after their healthcare and assist to lead a normal life. Initially things are starting with various projects of the company through its labours and their children which are normally not covered under any scheme. Our company in addition to education & health has also promoted different cultural and sport activities.

AUDITOR

Anand Mehta & Associates , auditors, retire at the forthcoming Annual General Meeting and being eligible, seek reappointment. We recommend their re-appointment.

ACKNOWLEDGMENT

We thank our bankers, customers and vendors for their continued support to our companys growth. We place on record our appreciation of the contributions made by Vascon’s employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

Mumbai, On Behalf of the 23rd May, 2008 Board of Directors

V. Mohan

Chairman

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Mar 31, 2007

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of your Company for the year ended 31st March,2007.

Financial Results

Highlights of the performance of our Company for the year are as follows

March 2007 March 2006 Rs. million Rs. million

Gross Receipts: 3,820.75 1,491.73

Profit before Interest and Depreciation 747.31 289.23

Less : Interest 37.18 29.19

Depreciation 21.76 58.94 18.90 48.09

Profit Before Tax 688.37 241.14

Less : Provision for Tax

Current 192.53 88.59

Fringe Benefit Tax 1.38 1.10

Deferred Tax Expense /(Gain) 5.57 199.48 (2.07) 87.62

488.89 153.52

Add/Less:

Excess/(Short) Provision

W Back/Off 2.44 (0.37)

Net Surplus for the year 491.33 153.15

BUSINESS PROSPECTS

Your Directors are pleased to inform you that the Company has acheived an increase of 148% in sales and 218% in net profit during the year, as compared to the previous year. This jump was largely on account of the consolidation of various businesses of the Company. It was also thanks to the dynamic fine-tuning of the Companys collaboration strategies in keeping with the changing business environment and the Companys growing expertise in various fields. These moves put us in a better position to exploit the general buoyancy in the industry. Your directors are confident of keeping up this positive trend in the years to come.

The Construction industry is undergoing tremendous changes and has entered into the fast lane of growth. Your company has also embarked upon major expansion plans across the country.

Given the Companys rich experience, the focus is now on picking up projects where there is maximum synergy and greatest value addition. On the hospitality front, your Company is set to play an important role in bringing hotels of two international chains to Pune. The first chain of service apartments under the Vascon umbrella is also set to commence operations shortly.

While your Company owes its success to the consistent hard work put in by its team, it will be a challenge to recruit and retain skilled people in the days to come. Indian talent is now in great demand across a wide job spectrum in India and other countries. The Company is gearing up to cope with this by restructuring its personnel policies and ramping up its training programmes. Given the different areas that the Company is now active in and the tremendous growth opportunities, your Directors are confident that the Vascon team will continue to work together to power the Company ahead. On the whole, the next three to four years promise to be very exciting for the Company.

DIVIDEND

The Directors recommend no dividend as the profits are to be channelised to fund the growth of the Company.

PARTICULARS REGARDING EMPLOYEES

The particulars of employees drawing remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/-per month, as required under section 217 of the Companies Act, 1956 is given in the annexed statement.

ISSUE OF EQUITY SHARES

As already reported, during the financial year, the Company has issued 53,22,353 shares of Rs.10 each at a premium of Rs. 250.13 to HDFC India Real Estate Fund (Hi-REF Property Fund)

CONVERSION TO PUBLIC COMPANY

The Company has converted itself into a public limited company with effect from 20th December, 2006.

SUBSIDIARY COMPANIES

The Company has 8 subsidiaries as on March 31, 2007. These are: Marvel Housing Pvt. Ltd., IT Citi Info Park Pvt. Ltd., Vascon Dwellings Pvt. Ltd., Floriana Properties Pvt. Ltd., Wind Flower Properties Pvt. Ltd., Rose Premises Pvt. Ltd., Calypso Premises Pvt. Ltd. and Cosmos Premises Pvt. Ltd. The particulars of these subsidiaries as required under Section 212 of the Companies Act, 1956 are enclosed. Clover Resorts Pvt. Ltd., a subsdiary of the company was merged with the company vide the order of the High Court of Judicature at Bombay dated January 19, 2007.

DIRECTORS

During the year, Mr. Amar Lulla and Mr. V Mohan were appointed as directors . Mr. Amar Lulla is a Chartered Accountant and brings with him vast experience in finance and corporate affairs. Mr. V Mohan, also a Chartered Accountant, has more than 25 years of consulting experience with V. Shankar Aiyar & Co.

Mr. N. R. Moorthy and Mr. Kannan have resigned as directors during the year and the Board places on record its appreciation of the valuable guidance and services rendered by them.

THE DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

To the best of our information

(a) The Company has followed all applicable accounting standards in the preparation of annual accounts as recommended by statutory auditors

(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 recommended by statutory auditors.

(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 at the end of the year and of the profit/loss of the Company for that year.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form-A. Your Company has not imported any technology or other items nor carried on the business of export or import and therefore the disclosure requirements against technology absorption are not applicable.

Foreign Exchange Earnings and Outgo :

March 2007 March 2006 Rs. Rs.

Foreign Exchange Earnings - -

Foreign Exchange Expenditure 25,136,525 591,989

SOCIAL RESPONSIBILITY

Right from its inception, the Company has taken steps to preserve and enhance the natural wealth at its site and surroundings. All plans are driven by the goal to preserve existing trees and the natural lay of the land, so that projects cause minimum disturbance to the environment. Your Company was among the pioneers of environment-friendly measures like rainwater harvesting, water recycling, biogas plant etc.

The Company follows a policy of contributing to the beautification of its immediate community. In Pune, Vascon has already helped develop roads, traffic islands, etc. in Camp, Kalyaninagar and Yerwada areas. The Company is in the process of identifying the right social welfare organisations to work with in locations outside Pune.

Your Company has made substantial contributions to various charitable trusts for the care of poor patients. In addition to maintaining crèches at sites, your Company has invested in the medical care and education of the children. Vascon has also sponsored the formal education of needy children, through recognised organisations. This is in addition to scholarships offered to needy students selected from the College of Engineering, Pune.

Vascon has also promoted different cultural and sports activities.

AUDITORS

M/s. Kulin Mehta & Co., auditors, so far a proprietary firm,has now been converted into a partnership firm under the name and style of Anand Mehta & Associates. The auditors retire at the forthcoming Annual General Meeting and being eligible, seek re- appointment. The Directors recommend their re-appointment.

ACKNOWLEDGEMENT

The Directors thank the bankers, customers and vendors for their continued support to your Companys growth. Your Directors place on records their appreciation of the contribution made by Vascons employees at all levels. Their competence, hard work, solidarity, cooperation and support have enabled the company to perform consistently well in a competitive environment.

For and on Behalf of theBoard, Amar Lulla, Chairman

Mumbai, May 9, 2007