POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

1. OBJECTIVE

   The Board of Directors of Anupam Rasayan India Limited (the “Company”) has framed this Policy in accordance with the requirements of the Regulation 30 and Regulation 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).

   The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated pursuant to the requirements of the Regulations and to provide an overall governance framework for such determination of materiality.

   Any regulatory changes /amendment to the LODR Regulations will, automatically, apply and this Policy shall be amended to that extent and the same need not require approval of the Board, shareholders, unless required by law.

2. DEFINITION
   • • “Act” shall mean the Companies Act, 2013 and the Rules framed there under, including any modifications, clarifications, circulars or re-enactment thereof.
     • “Board of Directors” or “Board” means the Board of Directors of Anupam Rasayan India Limited, as constituted from time to time.
     • “Company” means Anupam Rasayan India Limited.
     • “Compliance Officer” means Company Secretary of the Company designated as Compliance Officer pursuant to Regulation 6 of the LODR Regulations.
     • “Key Managerial Personnel” (KMP) means KMP as defined under the provisions of the Act as amended from time to time.
     • “Material Event” or “Material Information” shall mean such event or information as set out in this Policy or as may be determined in terms of Clause III of this Policy. In this Policy, the words, “material” and “materiality” shall be construed accordingly.
     • “Net Worth” shall have the meaning as defined in Section 2(57) of the Act;
     • “Policy” means Policy on Disclosure of Material Events and Information, as amended from time to time.
     • “LODR Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.
     • “Schedule” means Schedule III of the LODR Regulations.
     • “SEBI” means the Securities and Exchange Board of India;
     • “Stock Exchange(s)” means BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed;
     • “Turnover” shall have the meaning as defined under Section 2(91) of the Act;

   Any other term not defined herein shall have the same meaning as defined in the Act, in the LODR Regulations, or any other applicable laws or regulations to the extent applicable to the Company and as amended from time to time.

3. EVENTS WHICH ARE DEEMED TO BE MATERIAL EVENTS

   The Company shall disclose all such events which are specified in Para A of Part A of Schedule III of the LODR Regulations (as applicable from time to time) (“Para A Events”) without any application of the guidelines for materiality as specified in sub-regulation (2) of Regulation 30 of the LODR Regulations. Events or information specified in Para A of Part A of Schedule III, shall be deemed to be material.

4. EVENTS WHICH ARE DEPENDENT ON APPLICATION OF GUIDELINES FOR MATERIALITY

   The Company shall disclose all such material events or information pertaining to itself or to its subsidiary(ies), specified in Para B of Part A of Schedule III of the LODR Regulations (“Para B Events”) subject to application of guidelines for materiality, as set out under the LODR Regulations.

   1. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR INFORMATION:
      1. Quantitative criteria:

         the omission of an event/ information whose value or the expected impact in terms of value, exceeds the lower of the following:

         • 2% of turnover, as per the last audited consolidated financial statements of the Company; or
         • 2% of net worth, as per the last audited consolidated financial statements of the Company, except in case the arithmetic value of the net worth is negative; or
         • 5% of the average of the absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company;

         If the average of absolute value of profit or loss is required to be considered by disregarding the ‘sign’ (positive or negative) that denotes such value, the said value / figure is required only for determining the threshold for ‘materiality’ of the event and not for any commercial consideration.

      2. Qualitative criteria would mean an event/information:
         • the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
         • the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
         • any other event/information may be treated as being material if in the opinion of the Board of directors of Company, the event / information is considered material.
   2. GUIDELINES ON OCCURRENCE OF AN EVENT / INFORMATION:

      The occurrence of material events/information could be either emanating from within or outside the listed entity by the Company’s own accord or for reasons not in the hands of the Company. It can be categorized as under:

      1. depends upon the stage of discussion, negotiation or approval; and
      2. in case of natural calamities disrupting operations etc., it would depend upon the timing when the Company became aware of the event/information.
   3. TIMELINE FOR DISCLOSURE:

      The Company shall disclose to the stock exchange(s) all events or information which are material in terms of the provisions of the LODR Regulations as soon as reasonably possible and in any case not later than the following:

      1. 30 minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken;
      2. 12 hours from the occurrence of the event or information, in case the event or information is emanating from within the Company;
      3. 24 hours from the occurrence of the event or information, in case the event or information is not emanating from within the Company.

      Further, disclosure with respect to events for which timelines have been specified in Part A of Schedule III of the LODR Regulations shall be made within such timelines.

5. DISCLOSURES OF EVENTS OR INFORMATION
   • • The Company shall disclose to the stock exchange(s) all the events or information as specified in Clause 3 and 4 above, within such time as mentioned in the LODR Regulations.
     • The Company shall make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.
     • All the above disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter archived as per the Archival Policy of the Company.
     • The Company shall disclose all events or information with respect to subsidiaries which are material for the Company (if any).
     • The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to the events / information which are material.
     • In case where an event occurs or an information is available with the Company, which has not been indicated in Para A or Para B of Part A of Schedule III of LODR Regulations, but which may have material effect on it, the Company shall make adequate disclosures in regard/

6. AUTHORITY

   The Managing Director, Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company are authorised individually or jointly for determining materiality of event/ information and shall ensure disclosures of the same to the stock exchange(s), subject to the provisions of this Policy.

7. AMENDMENTS

   The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with the new provision(s) or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.

8. SCOPE AND LIMITATION

   In the event of any conflict between the provisions of this Policy, the LODR Regulations, the Act, or any other statutory enactments, rules, the provisions of such LODR Regulations, the Act or statutory enactments, rules shall prevail over this Policy and the part(s) so repugnant, shall be deemed to be severed from the Policy and the rest of the Policy shall remain in force.

9. AUTHORITY TO AMEND THE POLICY:

   The Managing Director of the Company is authorised to finalize/ settle any matter or questions arising out of this Policy and is further authorised to amend the Policy from time to time. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.

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Approved on on March 31, 2021 and last Amended on on November 07, 2023