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.

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:

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

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
compliance.officer@vascon.com

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