Subros Ltd. — Audit Report / Information 2021

Jun 26, 2021

SL/BSE/N SE/2021-22/

June 25, 2021

The Manager, Listing Department, National Stock Exchange of India Ltd., 'Exchange Plaza' C-1 , Block G, Bandra-Kurla Complex, Sandra (E), Mumbai-400 051. Security ID: SUBROS

Dy. General Manager, Department of Corporate Services, BSE LIMITED, First Floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001. Security ID: 517168

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the financial year 2020-21

Ref: Regulation 24 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We are enclosing the Annual Secretarial Compliance Report for the financial year 2020-21 in accordance with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8 th February, 2019.

Kindly take the same on your records.

Thanking you,

Rakesh Arora Company Secretary

Corporate & Registered Office; LGF, World Trade Centre, Barakhamba Lane. New Delhi 110001 (India). Tel: 23414946-49 I Fax: 0l l 23414945

Nolda Office: B - 188, Phase - II, Noida 201304, Dist!: Gautam Budh Nagar (U.P.) Tel; +91 1202562226. 24601351 Fax: +91 120 2562783 Website: www.subros.com I CIN: L74899DL1985PLC020134

RSM & CO. COMPANY SECRETARIES

2E/207, I 2ND FLOOR I CAXTON HOUSE JHANDEW ALAN EXTENSION I NEW DELHI 110 055 Tel +91 11 23623813, +91 11 43709121, Email rsmco121@gmail.com alternate ravi@csrsm.com ICSI Unique Code: P1997DE017000

To

The Board of Directors Subros Limited Lower Ground Floor, World Trade Centre, Barakhamba Lane, New Delhi-110001

Sir/Madam,

Annual Secretarial Compliance Report for the Financial Year 2020-21

We have been engaged by Subros Limited ( herein after referred to as "the Company') bearing CIN L7 4899DL 1985PLC020134 whose equity shares are listed on the National Stock Exchange of India Limited (Symbol SUBROS) and BSE Limited (Security Code 517168) to conduct an audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBl's circular No CIR/CFD/CMD1/27/2019 dated 08th February, 2019 and to issue the Annual Secretarial Compliance Report thereon.

It is the responsibility of the management of the Company to maintain records, devise proper systems to ensure compliance with provisions of all applicable SEBI Regulations and circulars/guidelines issued there under from time to time and to ensure that the systems are adequate and are operating effectively.

Our responsibility is to verify compliances by the company with provisions of all applicable SEBI Regulations and circulars/guidelines issued there under from time to time and issue a report thereon.

Our audit was conducted in accordance with Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and in a manner which involved such examination and verification as considered necessary and adequate for the said purpose.

Annual Secretarial Compliance Report is enclosed.

Date : 22.06.2021 Place : Delhi

ANNUAL SECRETARIAL COMPLIANCE REPORT OF SUBROS LIMITED FOR THE YEAR ENDED 31^5TMARCH, 2021

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015]

To,

The Board of Directors Subros Limited Lower Ground Floor, World Trade Centre, Barakhamba Lane, New Delhi-110001

We M/s RSM & Co. Company Secretaries have examined:-

• (a) all the documents and records made available to us and explanation provided by Subros Limited ("the listed entity"),
• {b) the filings/submissions made by the listed entity to the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
• (c) website of the listed entity www.subros.com
• (d) any other documents/filing, as may be relevant, which has been relied upon to make this certification,

for the year ended on 31st March, 2021 ("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 specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 to the extent applicable;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018 to the extent applicable; (Not applicable to the Company during the Review Period);
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the extent applicable;
• (d) Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Not applicable to the Company during the Review Period);
• (e) Securities and Exchange Board of India {Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Review Period);
• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Review Period);
• (g) Securities and Exchange Board of India {Issue and Listing of Non- Convertible and Redeemable Preference ·Shares) Regulations, 2013 (Not applicable to the Company during the Review Period);

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent applicable;

and Circulars/guidelines issued thereunder;

and based on the above examination, We hereby report that, during the Review Period:-

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder.
• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued thereunder insofar as it appears from our examination of those records.
• (c) There were no action taken against the listed entity/its promoters/ directors/material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.
• (d) The listed entity was not required to take any action as there was no observation made by the Practicing Company Secretary (Secretarial Auditor) in previous year.
• (e) The listed entity has complied with the provisions of Para 6 of Circular No CIR/CFD/CMD1/114/2019 dated October 18, 2019 issued by Securities and Exchange Board of India (SEBI).

For RSM & Co. Company Secretaries

CS RAVI SHARMA Partner FCS: 4468 | COP No.: 3666 UDIN F004468C000495200

Date: 22.06.2021 Place : Delhi