RELATED PARTY TRANSACTIONS POLICY

1.PREAMBLE

The Board of Directors (“Board”) of Swarna Tollway Private Limited has adopted the following policy and procedures with regard to Related Party Transactions as defined below.

This policy will be applicable to the Company. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company.

The listing Agreement with stock exchange mandates formulation of a policy on transactions with Related Parties and dealing with related party transactions.

2.APPLICABILITY

This policy will be applicable to the Company with effect from 2nd April, 2018 to regulate transactions between the Company and its related parties based on the applicable laws, accounting & secretarial standards and regulations.

3.PURPOSE

This policy is framed based on requirement of listing agreement entered by the Company with stock exchange and also to comply with the provisions of Section 188 of the Companies Act, 2013 and is intended to ensure the governance and reporting of transactions between the Company and its related parties.

4.DEFINITIONS

“Board” means Board of Directors of the Company.

“Control” shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

“Key Managerial Personnel” means key managerial personnel as defined under the Companies Act, 2013 and includes

(i)Managing Director, or Chief Executive Officer or manager and in their absence, a Whole-time director;

(ii)ChiefFinancialOfficer; and

(iii)CompanySecretary

“Material Related Party Transaction” means a transaction with a related party if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds limits as stated in the Companies (Meetings of Board and its power) Rules, 2014.

“Policy” means Related Party Transaction Policy.

“Related Party” means as follows:

An entity shall be considered as related to the Company if:

(i)Such entity is a related party under Section 2(76) of the Companies Act, 2013; or

Every Director, Key Managerial Personnel, Functional / Business heads / Chief Financial Officer will be responsible for providing prior notice to the Company Secretary of any potential Related Party Transaction. They will also be responsible for providing additional information about the transaction that the Board may request, for being placed before the Board.

5.2 Review and Approval of Related Party Transactions

All Related Party Transactions shall be subject to the prior approval of the Board whether at a meeting. A member of the Board who (if) has a potential interest in any Related Party Transaction will not remain present at the meeting or abstain from discussion and voting on such Related Party Transaction and shall not be counted in determining the presence of a quorum when such Transaction is considered. If the Act and rules allows participation of such related party in the said transaction by way of amendment to the act, the same shall prevail.

If the Board determines that a related party transaction should be brought before the Shareholders, or if the Board in any case decides to review any such matter or it is mandatory under any law for Board to approve the related party transaction, then the Board shall consider and approve related party transaction.

All the related party transaction shall require prior approval of the shareholders through special resolution as stipulated in the Act & Rules.

6.DISCLOSURE

The particulars of contracts or arrangement with related parties referred in section 188(1) of the Companies Act 2013 should be disclosed in the Directors Report for the financial year.

The Company shall disclose the policy on dealing with Related Party Transactions on its website.

7.AMENDMENT

The Company reserves the right to amend or modify this Policy in whole or in part, at any point of time.