Vascon Engineers Limited — Board/Management Information 2021

May 31, 2021

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May 31, 2021

To, To, National Stock Exchange of India Limited BSE Limited Listing Department, The Department of Corporate Services Exchange Plaza, Phiroze Jeejeebhoy Towers, Dalal Street, Bandra (E), Mumbai – 400 051 Mumbai 400 001 Ref Symbol: VASCONEQ Ref: Scrip Code: 533156

Subject: Outcome of the Board Meeting held on May 31, 2021

Dear Sir/Madam,

In terms of provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and in continuation to the outcome of the Board Meeting, we inform the following decisions of the Board of Directors in their meeting held on May 31, 2021:

• A. Alter the Articles of Association for Insertion of Clause - "Chairman Emeritus" subject to approval of Shareholders.

• B. Elevation of Mr. R. Vasudevan as Chairman Emeritus and Appointment of Mr. V. Mohan as Chairman of the Board :

Mr. Vasudevan Ramamoorthy has been elevated as Chairman Emeritus of the Company and will cease to be Executive Chairman and Whole Time Director of the Company with effect from June 01, 2021.

Mr. Vasudevan Ramamoorthy has made a huge contribution to the success of the Company considering his tremendous experience and in the interest of the Company and to continue to benefit from his experience, knowledge and wisdom from time to time in an advisory role and as a mentor, the Board of Directors at its meeting held today and upon recommendation by Nomination and Remuneration Committee approved elevation of Mr. Vasudevan Ramamoorthy as Chairman Emeritus of the Company subject to approval of shareholders of the Company. Mr. Vasudevan Ramamoorthy will not be a part of the Board.

Mr. V Mohan, Non executive and Independent Director of the Company will be appointed as Chairman of the Board with effect from June 01, 2021 in place of Mr. Vasudevan Ramamoorthy.

Further, in accordance with the BSE circular dated June 20, 2018, we hereby confirm that Mr. V Mohan is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (SEBI) or any other such authority.

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The brief profile of Mr. V Mohan is placed at annexure A.

• C. Appointment of Dr. Santosh Sundararajan as an Additional Director (Whole Time Director and Group Chief Executive Officer)

The Board of Directors approved appointment of Dr. Santosh Sundararajan as an Additional Director (Whole Time Director and Group Chief Executive Officer) (DIN:00015229) of the Company w.e.f. May 31, 2021 to hold office upto the date of the ensuing Annual General Meeting of the Company subject to approval of Shareholders of the Company.

Further, in accordance with the BSE circular dated June 20, 2018, we hereby confirm that Dr. Santosh Sundararajan is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (SEBI) or any other such authority.

The brief profile and terms of appointment is at Annexure B.

D. Reconstitution of various committees:

Sr.No	Name of the Committee	Composition of Committee
1	Audit Committee Meeting	Mr. V Mohan- ChairmanMr. K G Krishnamurthy-MemberMr. Mukesh Malhotra- MemberMr. Siddharth Moorthy-Member
2	Stakeholder Relationship Committee	Mr. K G Krishnamurthy- ChairmanMr. V Mohan – MemberMr. Siddharth Moorthy- MemberMr. Mukesh Malhotra-Member
3	CorporateSocialResponsibilityCommittee	Mr. Siddharth Moorthy- ChairmanMr. V Mohan – MemberMrs. Sowmya Iyer-Member

We request you to take this information on Record.

Thanking You,

For Vascon Engineers Limited

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Vibhuti Dani Company Secretary and Compliance Officer

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Annexure-A

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Brief Profile of Mr. V. Mohan

Mr. V. Mohan is a fellow member of the Institute of Chartered Accountants of India. He is a practicing Chartered Accountant with more than three decades of experience in the areas of audit and assurance services, company law, tax planning, tax representations and foreign exchange regulations. He is one of the partners with V Sankar Aiyar and Company, Chartered Accountants, where he is a partner. He has been a director with Vascon Engineers Limited since March 6, 2007.

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Annexure B

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Terms of Appointment and Brief Profile of Dr. Santosh Sundararajan

Dr. Santosh Sundararajan is appointed as an Additional Director (Whole Time Director and Chief Executive Officer-Group). He is appointed as a Permanent Employee of the Company. The rules and policies of the Company applicable to the Employees in his Grade shall apply to him from time to time.

He is a Civil Engineer with a Ph. D in Structural Engineering from the National University of Singapore. He also holds a Masters degree in Financial Management from London University. He is a practising structural engineer with more than 20 years experience in the field of Civil Structural and allied building works, having worked both in Singapore and India. He has been with Vascon group since 2008 and has been serving as the group CEO since 2013.

He isn’t related to any other Directors of the Company.

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