Policy for Determination of Materiality of Event / Information

In terms of Reg. 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy is framed for determination of materiality of event / information.

The term materiality of contract should be determined with reference to both qualitative and quantitative criteria as follows¹:

1. Quantitative criteria – the omission of an event or 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;
   • 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;
   • 5% of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the listed entity
2. Qualitative criteria:
   • the omission of such information is likely to:
     • result in a discontinuity or alteration of information already available publicly; or
     • result in significant market reaction if the said omission came to light at a later date;
   • if in the opinion of the Board, the event / information is considered material.
3. Further, in circumstances where ‘quantitative’ criteria may not be applicable, qualitative criteria may be applied to determine materiality.

4. ²(a) The Company shall confirm, deny, or clarify upon the material price movement, any reported event or information in the prescribed Mainstream Media, that is (i) not general in nature, and (ii) indicates the rumour of an impending specific material event or information circulating amongst the investing public, within the prescribed timeline in accordance with the Regulation 30(11) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto from time.

   ³(b) Considering that there is no specific materiality threshold prescribed to determine ‘material business operations’, the foreign jurisdictions namely the United States of America, and the UK based on the significant revenue contribution in the business shall be considered while verifying events/information reported in the mainstream media as prescribed below:

   • i. ‘Wall Street’ Journal and ‘Financial Times’ for the United States of America;
   • ii. ‘Financial Times’ for the United Kingdom

Further, the Board has empowered the Chief Executive Officer and Company Secretary to determine the foreign jurisdictions having material business operations based on the revenue generation or such other parameter(s) as may be decided on a periodical basis, along with a list of mainstream media from such jurisdictions, that shall be tracked, in compliance with the proviso to Regulation 30 (11) of SEBI Listing Regulations in respect of rumours published in international media in these jurisdictions.

¹ Amended on July 19, 2023

² Effective from December 1, 2024

³ Effective from December 1, 2024