Ashoka Buildcon : Secretarial Audit Reports of Material Subsidiaries FY2022-23

DIPTI CHANDRATRE & ASSOCIATES

Practicing Company Secretaries

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule

No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2023

To,

The Members,

Ashoka Concessions Limited

S. No. 113/2, 5th Floor,

Ashoka Business Enclave,

Wadala Road, Nashik - 422009

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ashoka Concessions Limited (CIN - U45201MH2011PLC215760) (herein after called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate Conducts/Statutory Compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We further report that the compliance with the applicable laws is the responsibility of the Company and our report constitutes an independent opinion. Our report is neither an assurance of future viability of the Company nor a confirmation of efficient management by the Company.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31,

2023 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

Office : FLAT NO. 5, WING NO. 3, D J PARK SOCIETY, OPP HOLARAM COLONY, SADHU VASWANI ROAD, NASHIK - 422002

Tel :[phone] I Email : [e-mail] I Firm Unique Code - S2022MH119100

DIPTI CHANDRATRE & ASSOCIATES

Practicing Company Secretaries

1. The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under;
2. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings:
   The provisions of FEMA and Rules are not applicable since there are no Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings by the Company during the period under review. However, there is one Foreign Capital Venture Investor in the Company holding 24.48% equity shares in the Company. The Company regularly files FLA Return under the RBI Provisions.
3. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
4. 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; NOT APPLICABLE
   2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 to the extent applicable for maintenance of structural Digital Database;
   3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; NOT APPLICABLE
   4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; NOT
      APPLICABLE
   5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
   6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
   7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; NOT APPLICABLE
   8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; NOT APPLICABLE
5. Other laws specifically applicable to the Company:

Office : FLAT NO. 5, WING NO. 3, D J PARK SOCIETY, OPP HOLARAM COLONY, SADHU VASWANI ROAD, NASHIK - 422002

Tel :[phone] I Email : [e-mail] I Firm Unique Code - S2022MH119100

DIPTI CHANDRATRE & ASSOCIATES

Practicing Company Secretaries

Based on the information provided by the Company, other than general laws like fiscal, labour laws, environmental laws and all other laws, rules, regulations and guidelines which are generally applicable to all Infrastructure Companies, the following laws/Acts are also, inter alia, applicable to the Company:

1. The Indian Tolls Act, 1851
2. The National Highway Act, 1956

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India.
2. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following disclosure of the fact:

1. The Company has appointed Ms. Pooja Alwin Lopes as the Company Secretary and Mr. Ravindra M. Vijayvargiya as the Chief Financial Officer in the Subsidiaries of the Company, wherever applicable as per the provisions of the Act.
2. There was a delay in intimating the stock exchange about the date of board meeting held on May 24, 2022. The Company has paid the fine for delay in furnishing prior-intimation about Board Meeting to BSE Limited as specified under Regulation 50 (1) of SEBI (LODR), 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings and its Committee Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Necessary consents from the Directors were obtained to hold Board Meeting at shorter notices, if any.

Office : FLAT NO. 5, WING NO. 3, D J PARK SOCIETY, OPP HOLARAM COLONY, SADHU VASWANI ROAD, NASHIK - 422002

Tel :[phone] I Email : [e-mail] I Firm Unique Code - S2022MH119100

DIPTI CHANDRATRE & ASSOCIATES

Practicing Company Secretaries

Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

We further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events or actions except for the following in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. having any bearing on the company's affairs viz.,

1. Public/Right/Preferential issue of shares / debentures/sweat Equity, etc.
2. Redemption / buy-back of securities except Rated, Listed, redeemable, non- convertible and unsecured debentures as per due date were redeemed with payment of interest.
3. Decisions taken by the members in pursuance to section 180 of the Companies Act, 2013;
4. Merger / amalgamation / reconstruction, etc.;
5. Foreign technical collaborations

This report is to be read with the letter of even date which is annexed as Annexure - I which forms an integral part of this report.

For DIPTI CHANDRATRE & ASSOCIATES,

Firm Reg. No. S2022MH119100

Sd/-

CS Dipti Chandratre

Practicing Company Secretary

FCS 11701 | COP 10987

UDIN: F011701E000321747

Peer Review Certificate No. 827/2020

Place: Nashik

Date: 23rd May, 2023

Office : FLAT NO. 5, WING NO. 3, D J PARK SOCIETY, OPP HOLARAM COLONY, SADHU VASWANI ROAD, NASHIK - 422002

Tel :[phone] I Email : [e-mail] I Firm Unique Code - S2022MH119100

DIPTI CHANDRATRE & ASSOCIATES

Practicing Company Secretaries

Annexure- I

To,

The Members,

Ashoka Concessions Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has

conducted the affairs of the company.

For DIPTI CHANDRATRE & ASSOCIATES,

Firm Reg. No. S2022MH119100

Sd/-

CS Dipti Chandratre

Practicing Company Secretary

FCS 11701 | COP 10987

UDIN: F011701E000321747

Peer Review Certificate No. 827/2020

Place: Nashik

Date: 23rd May, 2023

Office : FLAT NO. 5, WING NO. 3, D J PARK SOCIETY, OPP HOLARAM COLONY, SADHU VASWANI ROAD, NASHIK - 422002

Tel :[phone] I Email : [e-mail] I Firm Unique Code - S2022MH119100