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

1. Financial Highlights

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

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

2. Business Performance

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

The Company's performance has been discussed in detail in the “Management Discussion and Analysis Report” which forms a part of this report.

3. Consolidated Results

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

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

4. Business Operations & Future Outlook

Your company is strengthening its focus on its core area of operations, Viz., EPC and Real Estate. In view of the Government's emphasis on affordable housing, your company has a sharp focus on this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, design and built contract, the importance of value add in the project, and a special focus on affordable housing segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects. The company witnessed strong execution backed by return of gradual normalcy. The successful mass vaccination drive by Government of India mitigated the impact of third wave thus safeguarding from any material impact on regular business activities. In FY 2022-23 all the projects were gaining momentum and Company believes that the execution will continue to gather momentum going forward. Company has also reduced its debt substantially. As on March 2023, the net debt has come down to Rs. 11.84 Crores from Rs.58.72 Crores in March 2022. In addition, the company has received a rating from CRISIL during the FY 2022-23.

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

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

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

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

5. Credit Rating

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

7. Transfer to Reserves

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

8. Dividend

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

9. Share Capital

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

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

There was no change in the share capital under review.

Debentures

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

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

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

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

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

10. Public Deposits

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

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

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

12. Adequacy of Internal Financial Controls with Reference to the Financial Statements

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

13. Subsidiaries, Associates and Joint Ventures

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

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

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

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

The list of subsidiaries and associates of your Company as on March 31, 2023 forms a part of MGT-7, the draft of which can be accessed from Company's website https:// www.vascon.com/investors/services

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statements of the Company and all its subsidiaries and joint ventures are prepared in accordance with the provisions as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed form AOC-1 is attached as “Annexure-I” to the Board's Report. This statement also provides the details of the performance and financial position of each subsidiary/Joint Ventures and Associates

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection on demand in electronic form. These will also be available on our website at https://www. vascon.com/investors/balancesheet

14. Particulars of Loans, Guarantees or Investments

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

15. Corporate Governance and Additional Shareholders' Information

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

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

16. Awards and Recognitions

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

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

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

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

4. Real estate icons of Pune award- October 2022

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

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

17. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the Annual Report.

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

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

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

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

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

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

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

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

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

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

A brief resume, nature of expertise, details of directorships held in other companies along with their shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure to the Notice of the ensuing AGM.

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

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

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

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

Declaration by Independent Directors

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

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

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

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

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

Key Managerial Personnel (KMPs)

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

• Mr. Siddharth Vasudevan Moorthy, Managing Director

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

• Mr. Somnath Biswas, Chief Financial Officer

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

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

19. Meetings:

The Company Secretary, in consultation with the Chairman of the Company and Chairman of the respective Board Committees, prepares the agenda and supporting documents for discussion at each Board meeting and Committee meetings, respectively. The Board and the Audit Committee meet in executive session, at least four times during a financial year, mostly at quarterly intervals inter alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if deemed necessary, to conduct the business. During the Financial year 2022-23, 7 meetings of Board of Directors were held (including a separate meeting of Independent Directors). The maximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings are laid down in Corporate Governance Report which forms a part of this Report.

20. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The policy is attached at “Annexure-D” to Corporate Governance Report.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Board's overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on March 03, 2023, inter-alia, for:

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

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

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

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

21. Appointment of Directors and Remuneration Policy

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

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

22. Board Committees

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

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

a) Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. As on the date of Board Report, the Audit Committee of the Board of Directors consists of three Independent Directors and one Executive-Director. The members of Audit Committee are financially literate and have experience in financial management. Presently, the Committee comprises of Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent Director & Member and Mr. Siddharth Vasudevan Moorthy, Managing Director & Member.

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

Changes in Committee during the year:

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

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

b) Nomination and Remuneration Committee

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

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

c) . Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. As on the date of Board Report, the Stakeholders Relationship Committee of the Board of Directors consists of three Independent Directors and one Executive- Director. Presently, the Committee comprises of, Mr. K. G. Krishnamurthy, Chairman and Independent Director, Mr. Mukesh Satpal Malhotra, Independent Director and Member, Ms. Tara Subramaniam, Woman Independent

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

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

Changes in Committee during the year:

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

d) Corporate Social Responsibility Committee

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

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

23. Business Risk Management

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Company's objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business.

24. Directors' Responsibility Statement

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

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

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended March 31,2023 and of the profits and loss of the company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

25. Secretarial Standards

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

26. Related Party Transactions

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

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidate turnover as per the last audited financial statement, were entered during the year by your company. There were no transactions with related parties which require compliance under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. The particulars of Related Party transactions in prescribed form AOC-2 are attached herewith at “Annexure II”.

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

27. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The policy also provides access to the chairperson of the Audit Committee under certain circumstances. The details of the procedure are also available on the Company's website https://www.vascon. com/investors/services

28. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Sharp and Tannan Associates, Chartered Accountants (FRN - 109983W) have been appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 34^th Annual General Meeting held on September 23, 2019.

b) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Amit Jaste of M/s Amit Jaste and Associates, Practicing Company Secretaries (Membership no.-7289, Certificate of Practice-12234) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2022-2023. The secretarial audit report with 'NIL' observations for FY 2023 is attached as “Annexure-IN”.

c) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records. Your Board has, on the recommendation of the Audit Committee, appointed Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as Cost Auditors of the Company for the FY 2024 at a remuneration of Rs. 2,50,000/- (Rupees Two Lakhs and Fifty Thousand only) plus taxes as may be applicable.

29. Board's Response on Auditors Qualification,

Reservation or Adverse Remark

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

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

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

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

30. Reporting of Frauds

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

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

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

32. Corporate Social Responsibility Initiatives

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

The voluntary activities by Vasudevan Moorthy Foundation are annexed herewith.

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

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

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

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

33. Information Required Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regards is given below:

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

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

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

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

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

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

35. DISCLOSURES

Your Directors state that for the Financial Year 2022-23, no disclosures are required in respect of the following items and accordingly affirm as under:

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

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

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

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

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

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

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

36. Particulars of Employees

A statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in “Annexure-V” forming part of this Report. As per the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at compliance.officer@vascon.com and the same will be furnished on request.

The ratio of the remuneration of each Director to the median employee's remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as “Annexure-V” Statement of Disclosure of Remuneration.

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

• Adampur Airport is Griha certified with 4 star ratings.

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

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

• Our Barmer Crain oil residential development project is aimed for IGBC GOLD rating.

We focus on preserving natural resources like trees, canals and other resources while designing the projects. Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

During the year under review, total Foreign Exchange Earnings and Outgo is as under:

38. Extract of the Annual Return

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

39. Acknowledgement

We thank our clients, vendors, investors, bankers, employees, for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our growth was made possible by their hard work, co-operation and support. We further place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Business Partners.