Vascon Engineers Limited — Capital/Financing Update 2021

Aug 21, 2021

August 21, 2021

To, National Stock Exchange of India Limited Listing Department, Exchange Plaza, Bandra (E), Mumbai – 400 051

To,

BSE Limited

The Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Ref Symbol: VASCONEQ

Ref: Scrip Code: 533156

Dear Sir/Madam,

Sub: Outcome of the Board Meeting held on August 21, 2021

In continuation to our letter dated August 19, 2021 and pursuant to Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Para A of Part A of Schedule III, we wish to inform you that the Board of Directors of the Company at its meeting held today has inter-alia approved signing of Memorandum of Understanding (MOU) for:

• 1. Sale of 43.34% stake held by Vascon Engineers Limited in Cosmos Premises Private Limited, (an associate company), for a consideration of 45.50 Crores (Rupees Forty Five Crores and Fifty Lakhs only) along with concurrent sale of 6.66 percent shares held in Cosmos Premises Private Limited by certain promoter related persons/ entities to Royal Orchid Hotels Limited. And along with the same,
• 2. Acquisition of River Shore Developers Private Limited. Consequent to the acquisition, River Shore Developers Private Limited will become a subsidiary Company of Vascon Engineers Limited. The details of the transaction are at "Annexure A"

The transactions are subject to completion/ satisfaction of conditions of the MOU and execution of further definitive agreements as may be necessary. Further, the details of the aforesaid acquisition are enclosed herewith at Annexure-A.

The Board Meeting commenced at 1100 hours and concluded at 1130 hours.

The Trading Window for buying/selling/dealing/trading in the shares of Vascon Engineers Limited will be open from Tuesday, August 24, 2021.

We shall inform in due course the date on which company shall hold Annual General Meeting for the financial year ended March 31, 2021.

You are requested to take the above intimation on record.

For Vascon Engineers Limited

Somnath Biswas Chief Financial Officer

Annexure A

Acquisition (including agreement to acquire):

Sl. No.	Details of events that need to be provided	Information of such Events
1.	Name of the target entity, details in brief such as size, turnover etc	i. Name of Target: River Shore Developers Private Limited
		ii. Details of Target:
		The River Shore Developers Private Limited is subsidiary
		of Royal Orchid Hotels Limited having:
		Turnover in 2020-21 – Nil
		Turnover in 2019-20 – Nil
2.	Whether the acquisition would fall within related party transaction and whether the	The Transaction is with Royal Orchid Group which is not related to the promoters/ promoters group.
	promoter/ promoter group/ group	The transaction is not a Related party transaction.
	companies have any interest in the	However, certain entities related to Promoter group
	entity being acquired?	shall acquire and hold 8.00% shares in the target
	If yes, nature of interest and	Company and deemed to be interested to that extent.
	details thereof and whether the
	same is done at "arm's length";
3.	Industry to which the entity being acquired belongs	Real Estate Development
4.	Objects and effects of acquisition	To explore Real Estate development on the underlying
		land in the target Company which is in synergy with
		Vascon's Real Estate growth plan also increasing
		Vascon's footprints in Mumbai region.
5.	Brief details of any governmental	No
	or regulatory approvals required
	for the acquisition
6.	Indicative time period for	60 Days from the date of signing of Memorandum of
	completion of the acquisition	Understanding and subject to execution of Share
		Purchase Agreement
7.	Nature of consideration-whether	Cash consideration.
	cash consideration or share swap
	and details of the same.
8.	Cost of acquisition or the price at	Rs. 48.30 Crores
	which the shares are acquired	(Rupees Forty Eight Crores and Thirty Lakhs Only)
9.	Percentage of shareholding /	Acquisition of 92.00% stake of River Shore Developers
	control acquired and / or	Private Limited for a consideration of Rs. 48.30 Crores.
	number of shares acquired	(Rupees Forty Eight Crores and Thirty Lakhs Only).
		Subsequently, River Shore Developers Private Limited
		will be the subsidiary Company of Vascon Engineers
		Limited.

10.	Brief background about the	Brief Background:
	entity acquired in terms of products/line of business	Line of Business: Real Estate Development
	acquired, date of incorporation, history of last 3 years turnover,	Date Of Incorporation: 29/07/2009
	country in which the acquired entity has presence and any other significant information (in brief)	Consolidated Turnover of last 3 years: 2020-21 : Rs. Nil 2019-20: Rs. Nil 2018-19: Rs. Nil
		Country in which acquired company have presence: India
		The entity acquired owns certain immovable property in Mumbai, having certain development potential and the said asset add significant value to the entity.

For Vascon Engineers Limited

Somnath Biswas Chief Financial Officer