Vascon Engineers Ltd

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.

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:

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.

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 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.

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 compliance.officer@vascon.com

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:

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.