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

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

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

Members may note that this Notice and Annual Report for the financial year 2025-26 will also be available on the Company’s
website at: www.vascon.com websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India
Limited at: www.bseindia.com and www.nseindia.com respectively, and on the website of Company’s Share Transfer
Agent, KFin Technologies Limited (“KFinTech”) at: https://evoting.kfintech.com/showallevents.aspx.

1. Financial Highlights:

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

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

2. Business Performance:

The total standalone sales for Financial Year 2026
are ?94,853 lakh as compared to ?1,07,524 Lakh for
Financial Year 2025. The Company made a Profit after
Tax of ?4,888 lakh in Financial Year 2026 compared
to 12,711 Lakh in Financial Year 2025.

The 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 ?94,929 Lakhs
in Financial Year 2026 against ?1,07,790 Lakhs in
Financial Year 2025. Profit after tax before Minority
Interest for Financial Year 2026 was ?4,890 lakh as
compared to ?13,025 lakhs in Financial Year 2025.

4. State Of Affairs, Business Operations
& Future Outlook

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

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

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

EPC Segment

The EPC segment reported the revenues of ?916
crore in FY 2025-26. At year-end, the EPC order book
stood at ?2,717 crore, equivalent to 2.9 times annual
revenues, providing robust visibility for the coming
years. A diversified client base across government,
institutional, and private sectors further strengthens
resilience. Going forward, the Company will focus
on expanding into high-potential verticals such as
healthcare, institutional infrastructure, and residential
complexes while leveraging digital tools and
automation to enhance efficiency.

Real Estate Segment

The Real Estate segment recorded revenues of ?33
crore in FY 2025-26, supported by healthy sales
momentum and disciplined collections. New sales

bookings stood at 96735 sq. ft. worth ?113 crore, with
collections of ?119 crore during the year.

Ongoing projects continued to demonstrate strong
traction, reflecting Vascon’s brand strength and focus
on the mid-to-premium housing category. Real estate
business is supported by a robust upcoming project
pipeline, providing strong medium-term growth
visibility. Near-term launches comprise four projects
across key micro-markets such as Mumbai and Pune,
with a total saleable area of approximately 1.94 million
sq. ft. and an estimated gross development value
(GDV) of ?2,360 crore, of which around ?1,110 crore
is attributable to Vascon. Key upcoming launches
include projects in Powai, Prakash Housing Society.

5. Credit Rating:

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

I n accordance with the requirements of Regulation
43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the
Board has adopted the Dividend Distribution Policy and
the same is available on the website of the Company at
https://www.vascon.com/investors/services

The Board of Directors strongly believe that the current
market scenario would offer attractive business
development opportunities in the real estate sector

and reinvesting the capital in such opportunities would
create more wealth and value for the shareholders
in the long term. Accordingly, with a view to creating
long-term economic value, the Board of Directors has
not recommended any dividend for the financial year
ended March 31,2026.

8. Share Capital

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

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

As on March 31, 2026, the total issued, subscribed
and paid-up share Capital of the Company is
?231,69,71,110/- consisting of 23,16,97,111 Equity
Shares of ?10/- each fully paid-up.

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

9. Public Deposits:

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

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

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

11. Adequacy of Internal FinancialControls with Reference to theFinancial Statements:

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

12. Subsidiaries, Associates and Joint
Ventures:

The status of the Subsidiaries, Associates & Joint
Ventures of the Company, during FY 2025-26 were
as under:

a. Vascon Value Homes Private Limited and
Marvel Housing Private Limited Continued to
be as Wholly owned Subsidiaries of Vascon
Engineers Limited

b. During the year, the Company acquired 100%
stake of Kanchi Properties Private Limited and
thereby becomes a wholly owned subsidiary of
the Company w.e.f. 31^st March, 2026.

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

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

Pursuant to the provisions of Section 129, 134 and
136 of the Act read with rules made thereunder and
Regulation 33 of the SEBI Listing Regulations, where
the Company has one or more Subsidiaries, it shall,
in addition to its financial statements, prepare a
consolidated financial statement of the Company and
of all subsidiaries in the same form and manner as
that of its own and also attach along with its financial
statement, a separate statement containing the salient
features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated
financial statements of the Company and all its
subsidiaries and joint ventures are prepared in
accordance with the provisions as specified in the
Companies (Accounts) Rules, 2014, form part of
the Annual Report. Further, a statement containing
the salient features of the financial statement of our
Subsidiaries and Joint Ventures in the prescribed form
AOC-1 is attached as “Annexure-I” to the 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 selected
employees of the Company, in accordance with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (the ‘SBEBSE Regulations’). Stock options are
granted to employees in managerial and leadership
positions upon achieving defined thresholds of
performance and leadership behaviour. This has
contributed to the active involvement of the leadership
and senior team who are motivated to ensure long¬
term success of the Company.

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

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

A statement giving complete details as at the year
ended 31^st March 2026, 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 recognised / awarded with the
following titles during the FY 2025-26

i. I SDA Infracon National Awards 2025 - Vascon
Engineers ltd - Best Practices in Health, Safety
and Environment. - June 2025

ii. The Maharashtra State Best Employer Brand
Awards 2025 - Vascon Engineers ltd - July 2025

iii. CWAB Award 2025 - Vascon Engineers ltd -
Fastest Growing Construction Company.

iv. Real Estate Icon of Pune Awards by the Times of
India - Siddharth Vasudevan

v. Builders’ Association of India Awards - Well
Built Structure Competition 2025 - Vascon
Engineers ltd

vi. 17^th CIDC Vishwakarma Awards 2026 - Vascon
Engineers Ltd - Proposed 700 Bed- General
Hospital at PCMC Pune

vii. 17^th CIDC Vishwakarma Awards 2026 - Vascon
Engineers Ltd - MMRCL- K3 Building Kalbadevi
- Mumbai

viii. 17^th CIDC Vishwakarma Awards 2026 - Vascon
Engineers Ltd - Construction of REP Chennai
Sipcot Base Build Construction project Phase 2
at Chennai.

ix. World Happiness Congress Awards - Happy
Companies to Work for - Vascon Engineers Ltd -
Feb 2026

17. Management Discussion and Analysis:

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

18. Board of Directors and Key
Management Personnel:

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

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

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

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

b. Key Management Personnel (KMPs)

The following persons have continued as the Key

Managerial Personnel during the FY 2025-26:

• Mr. Siddharth Vasudevan Moorthy,

Managing Director

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

• Mr. Somnath Biswas, Chief Financial Officer

• Ms. Neelam Piyush Pipada, Company
Secretary and Compliance Officer

Save and except the above, there were no

changes in the Key Managerial Personnel of the

Company during the year under review.

C. Change in Directorship

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

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

19. Declaration by Independent Directors:

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

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

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

20. Meetings:

The Company Secretary, in consultation with
the Chairman of the Company and Chairman of
the respective Board Committees, prepares the
agenda and supporting documents for discussion
at each Board meeting and Committee meetings,
respectively. The Board and the Audit Committee
meet in executive session, at least four times during
a Financial Year, mostly at quarterly intervals inter-
alia to review quarterly financial statements and other
items on the agenda. Additional meetings are held, if
deemed necessary, to conduct the business. During
the Financial Year 2025-26, 5 meetings of Board of
Directors were held. The maximum gap between two
board meetings did not exceed 120 days.

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

21. Performance Evaluation:

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

Accordingly, the evaluation of all the Directors
individually and the Board as a whole including
members of Committees was conducted based on
the criteria and framework adopted by the Board. The
contribution and impact of individual Directors and
Committee Members was reviewed through a peer
evaluation, on parameters such as level of engagement
and participation, flow of information, independence of
judgment, conflicts resolution and their contribution in
enhancing the Board’s overall effectiveness.

During the year under review, a separates meeting of
Independent Directors was held on 9^th february 2026
inter alia for:

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

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

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

The Meetings were conducted in an informal manner
without the presence of the Whole-time Director(s), the
Non-Executive Non-Independent Directors.

22. Board Committees:

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

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

a. Audit Committee

The composition of Audit Committee is in
alignment with provisions of Section 177 of the
Companies Act, 2013 read with rules issued
thereunder and Regulation 18 of SEBI Listing

Regulations. The Audit Committee of the Board of
Directors consists of three Independent Directors
and one Executive-Director. The members of
Audit Committee are financially literate and have
experience in financial management. As on the
date of signing of the Report, the Committee
comprises of:

• Mr. Mukesh Satpal Malhotra, Chairperson
and Independent Director

• Ms. Tara Subramaniam, Woman
Independent Director and Member

• Mr. S. Balasubramanian, Independent
Director and Member

• Mr. Siddharth Vasudevan Moorthy,

Managing Director and Member.

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

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

b. Nomination and Remuneration
Committee (NRC):

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

• Mrs. Tara Subramaniam - Chairperson and
Independent Director

• Mr. Mukesh Satpal Malhotra - Independent
Director and Member

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

The Board has accepted all recommendations
made by the Nomination and Remuneration
Committee during the year.

Company’s’ Policy on Directors’ Appointment
and Remuneration:

Policy on Directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes and
independence of a director: Based on the

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

The Remuneration Policy of the Company is
hosted on the 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. As on the date of Signing of
the report, the Committee comprises of

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

• Mr. S. Balasubramanian Independent
Director and Member;

• Mr. Siddharth Vasudevan Moorthy,

Managing Director and Member.

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

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

d. Corporate Social Responsibility Initiatives:

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

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

Corporate Social Responsibility Committee
comprises

• Mr. Siddharth Vasudevan Moorthy,

Chairman of the Committee;

• Mr. Mukesh Satpal Malhotra, Member;

• Ms. Sowmya Aditya Iyer, Member.

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

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

The CSR Policy of the Company is hosted on the
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
categorising 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 with related parties are placed before
the Audit Committee for its approval. An omnibus
approval from Audit Committee is obtained for
the related party transactions which are repetitive
in nature.

All transactions entered into with Related Parties as
defined under Section 2(76) of the Companies Act,
2013 and Regulation 23 of SEBI Listing Regulations
during the financial year were in the ordinary course
of business and at an 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. The related party transactions disclosed
above are presented on a net basis for each related
party, considering the nature and frequency of the
transactions during the year. This presentation is for
disclosure purposes only and does not affect the
accounting treatment in the financial statements.

Pursuant to Regulation 23(9) of SEBI Listing
Regulations, your Company has filed half yearly
report on Related Party Transactions with the Stock
Exchanges on September 30, 2025 and for the year
ended March 31, 2026.

26. Vigil Mechanism / Whistle Blower Policy:

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

An Independent member of Audit Committee is the
Chief of Vigil Mechanism. The Policy also provides
access to the Chairperson of the Audit Committee
under certain circumstances. The details of the
procedure are also available on the 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 2025-26, they continued to
be as the Statutory Auditor of the Company. The
Statutory Auditors have confirmed that they are
eligible to continue as the Statutory Auditors of
the Company and are not disqualified from acting
as such under the provisions of the Companies
Act, 2013.

b) Secretarial Auditor:

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

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

c) Cost Auditor:

Pursuant to Section 148 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and the Companies (Cost
Records and Audit) Amendment Rules, 2014,
the Company maintains the Cost Audit records
as specified by the Central Government. Such
records are subject to audit by Mrs. Varsha S.
Limaye, Cost Accountants for Financial Year
2025-26.

Your Board has, on the recommendation of
the Audit Committee, appointed Mrs. Varsha
S. Limaye, Cost Accountants (Membership
No:12358) as Cost Auditors of the Company for
the FY 2026-2027 at a remuneration of ?2,50,000/-
(Rupees Two Lakhs and Fifty Thousand only)
plus taxes as may be applicable. A resolution
seeking approval of the Shareholders for ratifying
the remuneration payable to the Cost Auditors
for FY 2026-27 is provided in the Notice of the
ensuing AGM. The cost accounts and records as
required to be maintained under section 148(1)
of the Act are duly made and maintained by
your Company.

28. 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 reports for
the FY ended March 31, 2026

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

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

29. Reporting of Frauds:

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

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

During the Financial Year ended 31^st March, 2026,
there were no significant and/or material orders,
passed by any Court or Regulatory Authority or
Tribunal, which may impact the going concern status
or the 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 of sexual harassment received
during the year: Nil

b. No. of complaints disposed off during the year: Nil

c. No. of complaints pending for more than ninety
days: Nil

32. Maternity Benefit Act

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

33. Transfer of unpaid and unclaimed
amounts to Investor Education and
Protection Fund (‘IEPF’)

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

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

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

34. Disclosures:

Your Directors state that for the Financial Year 2025¬
26, no disclosures are required in respect of the
following items and accordingly affirm as under:

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

of Directors.

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

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

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

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

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

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

35. Particulars of Employees:

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

I nformation 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 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” Statement of Disclosure
of Remuneration.

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

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

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

with the Registrar of Companies/Ministry of Corporate
Affairs (‘MCA’), is available on the website of Company
and can be accessed at https://www.vascon.com/
investors/services

38. Directors’ Responsibility Statement:

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

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

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
for the financial year ended March 31, 2026 and of the profits and loss of the company for that period;

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

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

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

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

39. Acknowledgement:

We thank our clients, vendors, investors, bankers, employees, for their continued support during the year. We place

on record our appreciation for the contribution made by our employees at all levels. Our growth was made possible

by their hard work, co-operation and support. We further place on record their sincere appreciation for the assistance

and co-operation received from Financial Institutions, Banks, Government Authorities and Business Partners.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mukesh Satpal Malhotra Siddharth Vasudevan Moorthy

Chairman Managing Director

Place: Pune

Date: May 11, 2026