Scope And Purpose

The Securities Exchange Board of India, on 2nd September, 2015, had released SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations, 2015). By virtue of the said Regulations, 2015 including subsequent amendments thereto, Berger Paints India Limited (the "Company") recognizes the need to frame a policy to determine the Material Events as required under Regulation 30 of Regulations, 2015 for the purpose of proper, sufficient and timely disclosure of the same to the Stock Exchange(s).

Subsequent to the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 notified on December 12, 2024, this document embodies the revised “Policy for Determination of Materiality” of the Company for determination of the materiality of the events or information of the Company which are required to be adequately disseminated to the Stock Exchanges.

The Policy shall be read together with the Company’s Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) formulated under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Applicability

This Policy shall be applicable to all the events in the Company, as and when they fall under the criteria enumerated in the policy.

Definitions

"Acquisition" shall mean:

acquiring control of the Company, whether directly or indirectly; or

acquiring or agreement to acquire shares or voting rights in a company, whether existing or to be incorporated, whether directly or indirectly, such that –

the Company holds shares or voting rights aggregating to twenty per cent or more of the shares or voting rights in the said company; or

there has been a change in holding from the last disclosure made under sub-clause (i) of clause (b) above and such change exceeds five per cent of the total shareholding or voting rights in the said company; or

the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.

Provided that acquisition of shares or voting rights aggregating to five percent or more of the shares or voting rights in an unlisted company and any change in holding from the last disclosure made under this proviso exceeding two per cent of the total shareholding or voting rights in the said unlisted company shall be disclosed on a quarterly basis in the format as may be specified.

“Sale or disposal of subsidiary” and sale of stake in associate company” shall include-

an agreement to sell or sale of shares or voting rights in a company such that the company ceases to be a wholly owned subsidiary, a subsidiary or an associate company of the Company; or

an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.

“Undertaking” and “substantially the whole of the undertaking” shall have the same meaning as given under section 180 of the Companies Act, 2013.

"Agreement" shall include shareholder agreement, joint venture agreement, family settlement agreement (to the extent the same impacts the management and control of the Company) and agreement or treaty or contract with media companies, which are binding and not in normal course of business, revision or amendment and termination thereof.

"Board" shall mean the Board of Directors of the Company;

"Company" shall mean Berger Paints India Limited;

"Compliance Officer" shall mean the Company Secretary of the Company;

“Designated securities” means-

1. Specified securities;
2. Non-convertible debt securities;
3. Non-convertible redeemable preference shares;
4. Perpetual debt instrument;
5. Perpetual non-cumulative preference shares;
6. Indian Depository Receipts;
7. Securitised debt instruments;
8. Security receipts;
9. Units issued by mutual funds;
10. Zero Coupon Zero Principal Instruments and
11. Any other securities as may be specified by the Securities and Exchange Board of India

"Key managerial personnel" means key managerial personnel as defined under the Companies Act, 2013 or any amendment thereof;

“Mainstream Media” shall include print or electronic mode of the following: 

1. Newspapers registered with the Registrar of Newspapers for India;
2. News channels permitted by Ministry of Information and Broadcasting under Government of India;
3. Content published by the publisher of news and current affairs content as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and
4. Newspapers or news channels or news and current affairs content similarly registered or permitted or regulated, as the case may be, in jurisdictions outside India.

"Market Sensitive Information" shall mean information concerning the Company that a reasonable person would expect to have a material effect on the price or value of its securities or information which causes the market to maintain the price of security at or about its current level when it would otherwise be expected to move materially in a particular direction, given price movements in the market generally or in the Company's sector.

“Material Price Movement” shall be calculated as per the framework issued by SEBI and / or Stock Exchange(s) from time to time.

"Officer" means an officer as defined under the Companies Act, 2013 or any amendment thereof;

"Promoter" and “Promoter Group” shall have the same meaning as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any amendment thereof; 

"Stock exchange" means the stock exchanges where the Securities of the Company are listed; 

"Subsidiary" means a subsidiary as defined under the Companies Act, 2013 or any amendment thereof;

Key Principles in Disclosure of Events/ Information

The Regulations, 2015 divide the events that need to be disclosed broadly in two categories:

1. The events that have to be necessarily disclosed without applying any test of materiality are indicated in Para A of Part A of Schedule III of the Regulations, 2015. The said events are enumerated, in Annexure A, forming part of this Policy.

   b. Para B of Part A of Schedule III indicates the events that should be disclosed by the listed entity, if considered material. The said events are enumerated, in Annexure B, forming part of this Policy

Criteria for determination of Materiality of Events/ Information as enumerated in Annexure B to this Policy

1. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
2. the omission of an event or information which is likely to result in significant market reaction if the said omission came to light at a later date; or
3. the omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
   1. two percent of turnover, as per the last audited consolidated financial statements of the Company;
   2. two percent 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;
   3. five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company;

In case where the criteria specified in sub-clauses (a) and (b) and (c) are not applicable, an 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.

Any Other Information/Event Viz. Major Development That is Likely to Affect Business

Events/ Information that may include but are not restricted to:

1. Emergence of new technologies;
2. Expiry of patents;
3. Any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof;
4. Any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities;
5. Market Sensitive Information;
6. Any event which in the view of the Board is material.

Information Relating To Subsidiaries

The Company shall disclose events or information with respect to subsidiaries which are material for the Company.

Administrative Measures

The Key Managerial Personnel are authorised to determine the materiality of an event or information in accordance with this Policy. The Company Secretary and, failing him, the Chief Financial Officer, by whatever name called, is authorised to make disclosures under this Policy. In case of any doubt, the Key Managerial Personnel will be guided by first, the Chairman of the Board and then by the Board. 

Unless otherwise decided by the Board of Directors, the following Key Managerial Personnel, being the Managing Director & Chief Executive Officer, Chief Financial Officer and Company Secretary, for the time being, (“Authorized Key Managerial Personnel”) of the Company, shall be authorized severally and jointly for the purpose of determining the materiality of an event or information in accordance with the criteria as enumerated in this Policy and make disclosures to the Stock Exchanges. The Contact details of the Authorized Key Managerial Personnel is also disclosed to the Stock Exchanges and available on the Company’s website.

To ensure that this Policy is fully adopted across the Company, an internal Standard Operating Procedure (SOP) is being formulated detailing, inter alia, the statutory requirements, identification of “Relevant Employees” of the Company who shall be responsible for identifying any potential material event or information that will require reporting to Stock Exchanges, reporting procedures to be followed across the Company, internal communication protocols and sensitization measures. The SOP shall be periodically reviewed and updated by the Company.

The Directors, Authorized Key Managerial Personnel and the Relevant Employees shall be responsible in ensuring that the Company complies with the disclosure obligations by ensuring that adequate processes and controls are in place for identification of disclosable information; determining the appropriate time at which the disclosures are to be made to the Stock Exchanges based on the assessment of actual time of occurrence of an event or information and ensuring that disclosures are disseminated within stipulated timelines; to consider such other events or information that may require disclosure to be made to the Stock Exchanges which are not explicitly defined in the Regulations, 2015; and determine the materiality, proper time and contents of disclosure for such matters.

Interpretation

In any circumstance where the terms of this Policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the law, rule, regulation or standard will take precedence over this Policy until such time as this Policy is changed to conform to the law, rule, regulation or standard.

Guidance on When An Event/Information is Deemed to be Occurred

The events/information shall be said to have occurred upon receipt of approval of Board of Directors of actions which are to be taken by the Company e.g. further issue of capital by rights issuance and in certain events/information after receipt of approval of both Board of Directors and Shareholders; or

1. upon occurrence thereof, such as execution of agreements, in case such execution and disclosure of such event is contingent upon certain other approvals (such as that of the other party to the agreement) or, in the interest of the Company, is to be kept confidential till actual occurrence or, where any disclosure before actual occurrence may vitiate the conclusion; or
2. upon receipt of approval of the event by the Board of Directors, pending shareholders' approval for events/information that may be of price sensitive nature such as declaration of dividends etc.; or
3. upon the Company becoming aware of the events/ information, or as soon as, an Officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties in case of events/information such as natural calamities, disruption, etc.

Disclosure

The Key Management Personnel shall observe the following for proper and timely disclosure of any material events/ information as defined hereon:

1. For determining materiality of any event/transaction, reference is to be made to this Policy, SOP and the Regulations, 2015.
2. The Company shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the following:

   1. 30 (thirty) 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, however if the meeting of the Board of Directors closes after normal trading hours of the day of the meeting but more than 3 (three) hours before the beginning of the normal trading hours of the next trading day, then within 3 (three) hours from the closure of the Board Meeting;

      In case the meeting of the Board of Directors is being held for more than 1 (one) day, the financial results shall be disclosed within 30 (thirty) minutes or 3 (three) hours, as applicable, from closure of such meeting for the day on which it has been considered;

      Normal trading hours shall mean time period for which the recognized Stock Exchanges are open for trading for all investors;

   2. 12 (twelve) hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity;
   3. 24 (Twenty-four) hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity;
3. The details with regard to any fraud/ default by Directors, Promoter, KMP, senior management or subsidiary or by the Company or arrest of any Promoter, Director, KMP or senior management of the Company shall be disclosed at the time of unearthing of the fraud or occurrence of default/ arrest.
4. The Stock Exchange shall also be intimated further details regarding the same including actual amount of fraud/ default, actual impact of such fraud/ default on the Company and its financials and corrective measures taken thereon.
5. Disclosure of any material development shall be made on a regular basis of any event, till the time the event is resolved/ closed with relevant explanations.
6. The disclosure shall be made with respect to the Company, its KMPs, or Promoters, or ultimate person in control at the time of becoming party to any litigation assessment, adjudication, arbitration or dispute in conciliation proceedings or upon institution of any litigation, assessment, adjudication, arbitration or dispute including any ad-interim or interim orders passed against or in favour of the Company, the outcome of which can reasonably be expected to have an impact.
7. The Stock Exchange shall also be regularly intimated about details of any change in the status and/ or any development thereon till the litigation or dispute is concluded and/ or is resolved.
8. All the disclosures made to the Stock Exchange under this Policy shall also be disclosed on the Website of the Company and the same shall be hosted for a minimum period of five years and thereafter as per the preservation of documents and archival policy as adopted by the Company.
9. The Company shall also disclose all the events or information with respect to its Subsidiaries which are material for the Company.
10. Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any event or information.
11. Company may on its own initiative also, confirm or deny any reported event or information to stock exchange(s).
12. In case where an event occurs or an information is available with the Company, which has not been indicated above, but which may have material effect on it, the Company shall make adequate disclosures in regard thereof.
13. In case an event or information is required to be disclosed by the Company in terms of the provisions of this regulation, pursuant to the receipt of a communication from any regulatory, statutory, enforcement or judicial authority, the Company shall disclose such communication, along with the event or information, unless disclosure of such communication is prohibited by such authority.

Provided that if all the relevant information, in respect of claims which are made against the Company under any litigation or dispute, other than tax litigation or dispute in terms of point no. 8 of Annexure B of this Policy, is maintained in the structured digital database of the Company in terms of provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the disclosure with respect to such claims shall be made to the Stock Exchanges within 72 (seventy-two) hours of receipt of the notice by the Company.

Provided that disclosure with respect to events for which timelines have been specified in Part A of Schedule III of the Regulations, 2015 shall be made within such timelines;

The format of disclosure shall be as prescribed by SEBI under Regulations, 2015 from time to time.

Provided further that in case the disclosure is made after the timelines specified under this regulation, the Company shall, along with such disclosure provide the explanation for the delay.

For ensuring compliance with continuous disclosure requirements, the Company shall also follow the Industry Standards Note on Regulation 30 of Regulations, 2015 as issued by SEBI in consultation with Industry Standards Forum (ISF) vide circular dated February 25, 2025, as amended from time to time.

Verification & Reporting of Market Rumours

The Company shall confirm, deny or clarify, upon Material Price Movement, any reported event or information in the Mainstream Media which is not general in nature and which indicates that rumours of an impending specific event or information in terms of the provisions of the Regulations, 2015 are circulating amongst the investing public, as soon as reasonably possible and not later than the time prescribed under the Regulations, 2015. Directors, Key Managerial Personnel and senior management of the Company shall provide adequate, accurate and timely response to queries raised or explanation sought by the Company in order to ensure compliance with the requirements of verification of market rumours and the Company shall disseminate the response received from such individual(s) promptly to the Stock Exchange(s).

For the purpose of verification of market rumours, the Company shall comply with the Industry Standards Note on verification of market rumours, recognized by SEBI circular dated May 21, 2024 and issued by Industry Standards Forum (ISF), under Regulation 30(11) of Regulations, 2015 as amended from time to time. 

The Company shall confirm, deny or clarify any rumour published in an English business/ Financial newspaper (in print form) having circulation of 1,00,000 (one lakh) or more copies, per publishing day, in such country(ies) where the Company has material business operations, coinciding with Material Price Movement in the Company’s shares on the Stock Exchange(s), as prescribed under the Regulations, 2015. 

For the aforesaid purpose, any country from where the Company generates 10% (ten per cent) or more of its total annual consolidated revenue from operations, as per its last audited consolidated financial statements, will be considered as a country in which the Company has material business operations. Presently, the Company does not have any material business operation in any foreign jurisdiction.

The Authorized Key Managerial Personnel of the Company are jointly and/or severally authorised to periodically add, amend or remove, on an annual basis, any foreign jurisdiction as the Company’s material business operations as per the aforesaid criteria; and to determine the list of foreign business/Financial news sources in foreign jurisdictions from time to time which are required to be tracked.

Guidelines for Relevant Employees for identifying any potential Material Event

The Relevant Employees, as identified by the Company from time to time, shall be under an obligation, to disclose to the Authorized Key Managerial Personnel under Regulation 30 of the Regulations, 2015 any event or information, for which they have knowledge, and which may be deemed to be material in terms of this Policy.

For the purpose of this Policy, the “Relevant Employees” shall include employees of the Company, who deal with or expected to become aware of potential material event or information in the course of performance of his/her duties and shall include:

1. Key Managerial Personnel (KMPs) of the Company.
2. Compliance Officer of the Company under Regulations, 2015 and the SEBI (Prohibition of Insider Trading Regulations) 2015.
3. HODs of Finance, Taxation, Legal, IT, HR, Business Heads, Product Category Heads and Plant Heads.
4. Other Senior Management Personnel of the Company.
5. Employees reporting directly to the Managing Director & Chief Executive Officer.
6. Any other employee who has access to any potential material event or information.

The Authorized Key Managerial Personnel of the Company shall periodically review the list of Relevant Employees for the purpose of this Policy.

An internal indicative guideline in the form of Standard Operating Procedure (SOP) and this Policy shall assist the Relevant Employees of the Company in identifying any potential material event or information and reporting the same to the Authorized Key Managerial Personnel, for determining the materiality of the said event or information and for making the necessary disclosures to the Stock Exchanges.

Effective Date

The Policy as approved by the Board of Directors shall be effective from 4th July, 2025 and shall supersede the earlier policy approved by the Board in this regard from that date.

Any amendment to the Policy shall become effective from the date of approval of the Board of Directors unless otherwise specified. Any subsequent amendments/modifications in the Regulations, 2015 and/or applicable laws in this regard shall automatically prevail over this Policy without any further act by the Board of Directors of the Company.

This Policy may be amended by the Board from time to time to be in line with any amendments made to the Regulations, 2015, the Companies Act, 2013 and such other guidelines issued by SEBI.

Annexure A

Events as specified in Para A of Part A of Schedule III to the Regulations, 2015 which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30)

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in associate company of the listed entity or any other restructuring.

Explanation (1) - For the purpose of this sub-paragraph, the word 'acquisition' shall mean-

1. acquiring control, whether directly or indirectly; or
2. acquiring or agreement to acquire shares or voting rights in a company, whether existing or to be incorporated, whether directly or indirectly, such that –

1. the listed entity holds shares or voting rights aggregating to twenty per cent or more of the shares or voting rights in the said company; or
2. there has been a change in holding from the last disclosure made under sub- clause (a) of clause (ii) of the Explanation to this sub-paragraph and such change exceeds five per cent of the total shareholding or voting rights in the said company; or
3. the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.

Provided that acquisition of shares or voting rights aggregating to five percent or more of the shares or voting rights in an unlisted company and any change in holding from the last disclosure made under this proviso exceeding two per cent of the total shareholding or voting rights in the said unlisted company shall be disclosed on a quarterly basis in the format as may be specified.

Explanation (2) - For the purpose of this sub-paragraph, “sale or disposal of subsidiary” and “sale of stake in associate company” shall include-

1. an agreement to sell or sale of shares or voting rights in a company such that the company ceases to be a wholly owned subsidiary, a subsidiary or an associate company of the listed entity; or
2. an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.

2. Issuance or forfeiture of securities, split or consolidation of shares, buyback  of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
3. New Ratings(s) or Revision in Rating(s).
4. Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), the outcome of meetings of board of directors, held to consider the following:

1. dividends recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
2. any cancellation of dividend with reasons thereof;
3. the decision on buyback of securities;
4. the decision with respect to fund raising proposed to be undertaken including by way of issue of securities (excluding security receipts, securitized debt instruments or money market instruments regulated by the Reserve Bank of India), through further public offer, rights issue, American Depository Receipts/ Global Depository Receipts/ Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method;
5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
7. short particulars of any other alterations of capital, including calls;
8. financial results;
9. decision on voluntary delisting by the listed entity from stock exchange(s).

5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s)thereof.

5A. Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements:

Provided that such agreements entered into by the listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations.

Explanation: For the purpose of this clause, the term “directly or indirectly” includes agreements creating obligation on the parties to such agreements to ensure that the Company shall or shall not act in a particular manner.

6. Fraud or defaults by the listed entity, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the listed entity, whether occurred within India or abroad:

For the purpose of this sub-paragraph:

1. ‘Fraud’ shall include fraud as defined under Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.
2. ‘Default’ shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable.

Explanation 1- In case of revolving facilities like cash credit, an entity would be considered to be in ‘default’ if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than thirty days.

Explanation 2- Default by a promoter, director, key managerial personnel, senior management, subsidiary shall mean default which has or may have an impact on the listed entity.

Explanation 3 – Fraud by senior management, other than who is promoter, director or Key Managerial Personnel, shall be required to be disclosed only if it is in relation to the listed entity.

7. Change in directors, Key Managerial Personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Senior Management, Auditor and Compliance Officer.

7A. In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed to the stock exchanges as soon as possible but not later than twenty-four hours of receipt of such reasons from the auditor.

7B. In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:

1. The letter of resignation along with the detailed reasons for the resignation of independent directors as given by the said director shall be disclosed to the stock exchanges.

ia. Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any. 

2. The independent director shall, along with the detailed reasons, also provide confirmation that there are no other material reasons other than those provided.
3. The confirmation as provided by the Independent Director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons.

7C. In case of resignation of key managerial personnel, senior management, Compliance Officer or director other than an independent director; the letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance officer or director shall be disclosed to the stock exchanges by the listed entities within seven days from the date of such resignation comes into effect.

7D. In case, the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s).

8. Appointment or discontinuation of share transfer agent;
9. Resolution plan/ Restructuring in relation to loans/ borrowings from banks / financial institutions including the following details:

3. Decision to initiate resolution of loans/borrowings;
   1. Signing of Inter-Creditors Agreement (ICA) by lenders;
   2. Finalization of Resolution Plan;
   3. Implementation of Resolution Plan;
   4. Salient features, not involving commercial secrets, of the resolution/ restructuring plan as decided by lenders.

10. One-time settlement with a bank;
11. Winding-up petition filed by any party /creditors;
12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.
13. Proceedings of Annual and extraordinary general meetings of the listed entity.
14. Amendments to Memorandum and Articles of Association of the listed entity, in brief.

15. (a)

    i. Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet);

    ii. Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls shall be disclosed to the recognized stock exchanges prior to beginning of such events.

Explanation I: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means.

Explanation II: Disclosure of names in the schedule of analysts or institutional investors meet shall be optional.

2. Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner:

1. The audio recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;
2. the video recordings, if any, shall be made available on the website within forty- eight hours from the conclusion of such calls;
3. the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls.

16. The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code:
17. Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default;
18. Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default;
19. Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable;
20. Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code;
21. List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
22. Appointment/ Replacement of the Resolution Professional;
23. Prior or post-facto intimation of the meetings of Committee of Creditors;
24. Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
25. Number of resolution plans received by Resolution Professional;
26. Filing of resolution plan with the Tribunal;
27. Approval of resolution plan by the Tribunal or rejection, if applicable;
28. Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as:
    1. Pre and Post net-worth of the company;
    2. Details of assets of the company post CIRP;
    3. Details of securities continuing to be imposed on the companies’ assets;
    4. Other material liabilities imposed on the company;
    5. Detailed pre and post shareholding pattern assuming 100% conversion of convertible securities;
    6. Details of funds infused in the company, creditors paid-off;
    7. Additional liability on the incoming investors due to the transaction, source of such funding etc.;
    8. Impact on the investor – revised P/E, RONW ratios etc.;
    9. Names of the new promoters, key managerial personnel, if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control;
    10. Brief description of business strategy.

13. Any other material information not involving commercial secrets.}
14. Proposed steps to be taken by the incoming investor/acquirer for achieving the MPS;
15. Quarterly disclosure of the status of achieving the MPS;

16. The details as to the delisting plans, if any approved in the resolution plan.

     

17. Initiation of Forensic audit: In case of initiation of forensic audit, (by whatever name called), the following disclosures shall be made to the stock exchanges by listed entities:

1. The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the same, if available;

    

2. Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the listed entity along with comments of the management, if any.

Explanation – For the purpose of this sub-paragraph, forensic audit refers to the audits, by whatever name called, which are initiated with the objective of detecting any mis-statement in financial statements, mis-appropriation, siphoning or diversion of funds and does not include audit of matters such as product quality control practices, manufacturing practices, recruitment practices, supply chain process including procurement or other similar matters that would not require any revision to the financial statements disclosed by the listed entity.

18. Announcement or communication through social media intermediaries or Mainstream Media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity.

Explanation – “social media intermediaries” shall have the same meaning as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

19. Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following:

1. search or seizure; or
2. re-opening of accounts under section 130 of the Companies Act, 2013; or
3. investigation under the provisions of Chapter XIV of the Companies Act, 2013; along with the following details pertaining to the actions(s) initiated, taken or orders passed:

1. name of the authority;
   1. nature and details of the action(s) taken, initiated or order(s) passed;
   2. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
   3. details of the violation(s)/contravention(s) committed or alleged to be committed;
   4. Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.

20. Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following:

1. suspension;
2. imposition of fine or penalty;
3. settlement of proceedings;
4. debarment;
5. disqualification;
6. closure of operations;
7. sanctions imposed;
8. warning or caution; or
9. any other similar action(s) by whatever name called;

along with the following details pertaining to the actions(s), taken or orders passed:

1. name of the authority;
   1. Nature and details of the action(s) taken, or order(s) passed;
   2. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
   3. details of the violation(s)/contravention(s) committed or alleged to be committed;
   4. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.

Explanation – Imposition of fine or penalty shall be disclosed in the following manner along with the details pertaining to the action(s) taken or orders passed as mentioned in the sub-paragraph:

1. disclosure of fine or penalty of rupees one lakh or more imposed by sectoral regulator or enforcement agency and fine or penalty of rupees ten lakhs or more imposed by other authority or judicial body shall be disclosed within twenty-four hours.

2. disclosure of fine or penalty imposed which are lower than the monetary thresholds specified in the clause (i) above on a quarterly basis in the format as may be specified by SEBI.

21. Voluntary revision of financial statements or the report of the board of directors of the listed entity under section 131 of the Companies Act, 2013.

Annexure B

Events as specified in Para B of Part A of Schedule III to the Regulations, 2015 which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation (30) of the Regulations, 2015:

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
2. Any of the following events pertaining to the listed entity:
   1. arrangements for strategic, technical, manufacturing, or marketing tie-up; or
   2. adoption of new line(s) of business; or
   3. closure of operation of any unit, division or subsidiary (in entirety or in piecemeal).
3. Capacity addition or product launch.
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
5. Agreements (viz. loan agreement(s) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.
6. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.
7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity.
8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity.
9. Frauds or defaults by employees of the listed entity which has or may have an impact on the listed entity.
10. Options to purchase securities including any ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a surety, by whatever name called, for any third party.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.