PTL Enterprises Ltd — Regulatory Filings 2023

May 15, 2023

. PTL ENTERPRISES LIMITED

Website: www.ptlenterprise.com | E.mail : investors@ptlenterprise.com | CIN - L25111KL1959PLC009300

15 May, 2023

The Secretary National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai — 400051 Trading Symbol: PTL	The Secretary Bombay Stock Exchange Ltd Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400001 Scrip Code:509220
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Dear Sir,

Sub: Submission of Annual Secretarial Compliance Report for the Financial Year ended on March 31°, 2023

In Compliance of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Annual Secretarial Compliance Report for the financial year ended on March 31°, 2023, conducted by RSMV & Co., Practicing Company Secretary is enclosed herewith.

Kindly take the same on your records.

Thanking you Yours faithfully

¢ PTL ENTERPRISES !.IMITED

ee

Pradee Company Secretary (F4971) B-39, Vikalp Appts. Plot No. 92, |.P. Extn., Dethi-110092

Encl : a/a

Corporate Office : C/o Apollo Tyres Limited, Apollo House, 7, Institutional Area, Sector -32, Gurgaon -122001 ( Haryana) Tel.: (0124) - 2383002, 2383003, Fax : (0124) - 2383021, 2383017 Registered Office : 3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi - 682036 Tel.: (0484) - 4012046, 4012047, (Fax) : (0484) - 4012048

REGD. OFFICE : 268, ANARKALI COMPLEX, NEAR VIDEOCON TOWER JHANDEWALAN EXTN., NEW DELHI-110055 oT V y ff ' PAN : AARFRO829F RSM "4 & CO. TEL NO; +91-11-41521979 +91-11-41851033 COMPANY SECRETARIES EMAIL ID : rsmandco.cs@gmail.com

SECRETARIAL COMPLIANCE REPORT of PTL ENTERPRISES LIMITED

FOR THE FINANCIAL YEAR ENDED 31" March, ²⁰²³

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by PTL Enterprises Limited (hereinafter referred as "the listed entity"), having its Registered Office at 3rd floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi Ernakulam 682036. Secretarial Review 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 listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has. during the review period covering the financial year ended on March 31, 2023, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We RSMV & Co., have examined:

(a) all the documents and records made available to us and explanation provided by PTL Enterprises Limited ('the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31stMarch 2023 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specitic Regulations, whose provisions and the circulars/ guidelines issued thereunder. have been examined, include: -

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

	have been examined, include: -
(a)	Exchange Board Securities and of Requirements) Regulations, 2015;	(Listing India	Obligations Disclosure and
	(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c)	Board of India Exchange Securities and Takeovers) Regulations, 2011;	(Substantial	and Acquisition of Shares
	(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018:
(e)	of India (Share Exchange Board Securities and Equity) Regulations, 2021;	Based	Sweat Employee Benefits and
(f)	Exchange Board Securities and India of Regulations, 2008;	(Issue and	Debt Securities) Listing of
	(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021:
	Board of India (Prohibition of Insider Trading) Exchange (h) Securities and		Regulations.
2015;
	(i) Other regulations as applicable and circulars/ guidelines issued thereunder;
appended	We hereby report that, during the Review Period the compliance status of the listed entity as below:		is
Sr. No.	Particulars	Status	Compliance Observations/Remarks by PCS
	Secretaria] Standards:	(Yes/No/NA)
1.	The compliances of the listed entity are applicable YES accordance with the in Standards issued (SS) by Secretarial of Company Secretaries Institute the India (ICSI). as notified by the Central Government 118(10) of under section Companies 2013 and Act, the mandatorily applicable		-
	Adoption and timely updation of the
Nm	Policies: applicable under policies All e adopted YES SEBI Regulations are approval with of board the of directors of the listed entities

e All
the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the	YES
regulations/circulars/guidelines issued by SEBI Maintenance and disclosures on
Website: The Listed entity is maintaining e a functional website	YES
Timely dissemination of the e documents/ information under a separate section on the website	YES
Web-links provided annual in e governance corporate reports Regulation under 27(2) are accurate and specific which re relevant directs the to document(s)/ section of the	YES
website Disqualification of Director: the of Director(s) the of None under disqualified are is/ Company 2013 of Companies Act, 164 Section as confirmed by the listed entity.	YES
of Subsidiaries to related Details examined been have entities listed w.r.t:
(a) Identification of material subsidiary companies (b) Disclosure requirement of material	N.A. N.A.
as well as other subsidiaries Preservation of Documents: and preserving is entity listed The prescribed as records maintaining disposal Regulations and under SEBI of records as per Policy of Preservation policy Archival and Documents of LODR SEBI prescribed — under 2015. Regulations,	YES

Performance Evaluation:
conducted YES The entity has listed performance evaluation Board, of the
Independent Directors and _ the Committees every of the start at
financial year/during the financial year as prescribed in SEBI Regulations
Related Party Transactions:
(a) The listed entity has obtained prior Committee approval of Audit for related party transactions; or	all YES
The provided entity has listed (b)
along reasons detailed confirmation whether the transactions were subsequently	with N.A.
approved/ratified/rejected by the Audit Committee, prior approval case no in
has been obtained. Disclosure of events or information:
the provided all listed entity has The under YES disclosure(s) required
Regulation 30 along with Schedule II] 2015 Regulations, LODR SEBI of
prescribed limits time the within thereunder Prohibition of Insider Trading:
The listed entity is in compliance with YES Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015.
SEBI Actions Stock taken by or
Exchange(s), if any: No action(s) has been taken against the YES
promoters/ directors/ entity/ listed its subsidiaries either by SEBI or by Stock
Exchanges (including under — the Operating Procedures Standard issued SEBI through various circulars) by
under SEBI Regulations and circulars/

non-compliance SEBI YES regulation/circular/guidance note ete, Compliance Status (Yes/No/NA)	Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019: Observations/Remarks by PCS the following conditions while appointing/re-appointing an
	Additional Non-compliances, if any:

4

	Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/Remarks by PCS
I.	Compliances with		the following conditions while appointing/re-appointing an
	auditor
	If the auditor has resigned within N.A i. 45 days from the end of a quarter of auditor before year, the financial a issued the has resignation, such limited review/ audit report for such		No Auditor has resigned Relevant) the during Period.
	quarter; or ii. If the auditor has resigned after 45 N.A. days from the end of a quarter of a before auditor the year, financial the issued resignation, has such limited review/ audit report for such quarter as well as the next quarter; or		No Auditor has resigned Relevant the during Period.
	the signed auditor has the iii. If for the N.A. review/ audit report limited financial a quarters of first three such before auditor year, the limited the issued has resignation, last the report for audit review/ quarter of such financial year as well as the audit report for such financial year		No Auditor has resigned Relevant the during Period.
2.	Other conditions relating to resignation of statutory auditor
	i. Reporting of concerns by Auditor entity/its listed respect to the with material subsidiary Audit to the Committee:
	of any concern In case with a. of _ the management listed such subsidiary entity/material as information non-availability of / non-co-operation by the	the N.A	Concerns No were Auditor report by the with respect to the listed entity/its material

	management has hampered which		to the Audit subsidiary
	process, auditor audit has the the approached Chairman. of the the Audit Committee of the listed entity Committee — shall Audit and the concern receive such directly and immediately without — specifically wailing Audit quarterly the for Committee meetings. }		Committee
	proposes auditor case to the b. In concerns respect with 'resign. to all the proposed resignation, along with relevant documents has been brought Audit notice of the the to where Committee. cases the In is due to non proposed resignation of information / explanation receipt company, auditor has the from the Committee Audit the informed the explanation information' of details provided by the and sought not management, as applicable.	N.A	Auditor of case No Resignation
	ce. The Audit Committee / Board of be, may case the as Directors, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as communicate and above mentioned its views to the management and the auditor. ji. Disclaimer in case of non-receipt of information:	N.A	No such deliberation by Audit the of Committee/Board Director
	an provided has auditor The audit its in disclaimer appropriate in accordance with is which report, as Auditing of Standards the in case specified by ICAI / NFRA, entity/ its material listed where the provided not has subsidiary the by required information as auditor,	N.A	information All the are properly provided.
fener The	material / its entity fisted information has obtained subsidiary resignation, upon Auditor the from	N.A	No — resignation = by Auditor.

	format the specified in as in
	Annexure- A in SEBI Circular CIR/
	CFD/CMD1/114/2019 dated 18th October, 2 019
a) a) '	; ; , ies (**)" listed entity / The	has complied with the provisions of the above Regulations and
circulars/	guidelines issued thereunder, except in respect of matters specified below:

a) a) '	October, 2 ies (**)" / The circulars/	format as Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 019 , listed entity	specified dated ;	in 18th ;	has complied with the provisions of the above Regulations and guidelines issued thereunder, except in respect of matters specified below:
S. No	Compliance Regulati Deviatio Acti Type of — Details Requiremen on ts/	/ Circular	ns	on	action take (Advisory/ violati nt nby clarificatio on	of	amou V	Fine Obser Man [Re remar resp	age ations/ ment rks —	ma.
	(Regulation No. s/ circulars/ guidelines including specific clause				n/ fine / show cause notice/ warning, etc.	-	-	ks of the PCS -	onse -	-

r-	circulars/ guidelines including specific clause -	:	NIL	:	fine / show cause notice/ warning, etc. -		-	-	of the PCS -	-	-
Lo. te/	(b) The listed entity has taken the following actions to comply with the observations made in previous reports: "S. Compliance Regul Deviati Acti Type of Details Fine /N Requiremen (Regulation s/ circulars/ guidelines including specific clause	ation ons / ae		on take ney yl	action (Advisor clarificat ion/ / fine show cause notice/	of violatio "			Observy Man Re amount ations/ age remarks of _ the PCS	a nae	ma rks
	pi				warning, etc.

For and on behalf of RSMV & Co

^jSharma (Partner) 6 CP No.: 11571 Mano FCS: 751

UDIN: - £007516E000287281

Peer reviewed vide Certificate No:1 198/2021