Policy for determining material subsidiaries as per the SEBI Listing Regulations

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1. INTRODUCTION

The Policy for determining ‘Material Subsidiaries’ has been framed in accordance with  Regulation 16(1)(c) and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”) and other applicable provisions (including any statutory enactments / amendments thereof).

The purpose of this Policy is determination of material subsidiaries of Anthem Biosciences Limited (the “Company”) and disclosure thereof as required under the SEBI Listing Regulations. The Policy also intends to ensure governance of material subsidiary companies by complying with directorship requirements, review of financial statements, bringing to the attention of the Board certain transactions/ arrangements, rules regarding disinvestment of shares held by the Company and restrictions on selling/ disposing/ leasing of assets of such subsidiaries by the Company.

The Policy shall be effective from the date of listing of shares of the Company.

2. DEFINITIONS

  1. “Act” means the Companies Act, 2013 including any statutory modifications or re- enactment thereof.
  2. “Audit Committee” means Audit Committee constituted by the Board under Section 177 of the Act read with Regulation 18 of the SEBI Listing Regulations.
  3. “Board” means the Board of Directors of Anthem Biosciences Limited as constituted from time to time.
  4. “Company” means Anthem Biosciences Limited.
  5. “Control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.
  6. “Independent Director” means a director appointed on the Board of the Company as Independent Director and who fulfils the required criteria under the SEBI Listing Regulations and Act as applicable from time to time.
  7. “Material Subsidiary” shall be as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or as may be amended in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 from time to time. 
  8. “Net Worth” means net worth as defined under section 2(57) of the Act.
  9. “Policy” means Policy for determining Material Subsidiaries of the Company.
  10. “SEBI Listing Regulations” means the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time.
  11. “Subsidiary” means subsidiary company as defined under Section 2(87)   of the Act.
  12. “Significant transactions and/or arrangement” shall mean any individual transaction or  arrangement that exceeds or is likely to exceed 10% of total revenues or total expense or total assets or total liabilities, as the case maybe, of the unlisted subsidiary for the immediately preceding accounting year.
  13. Unlisted Material Subsidiary implies a material subsidiary of the Company as under Regulation 16(1)(c) of the SEBI Listing regulations or as may be amended in the SEBI Listing Regulations from time to time. 
  14. “Unlisted Subsidiary” means a Subsidiary of the Company whose shares are not listed on any stock exchange.
  15. The terms not defined in the Policy shall have the same meaning as defined in the Companies Act, 2013, and the Rules thereto and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. IDENTIFICATION OF MATERIAL SUBSIDIARY

The material subsidiary shall be identified in terms of the provisions of SEBI Listing Regulations as applicable for each case.

The Audit Committee shall in its meeting, in which Audited Financial Results of the Company for previous year are considered, review such details/information as may be required on an annual basis, to determine the ‘Material Subsidiaries’.

The Company will ensure the compliance of requirements under SEBI Listing Regulations, with respect to the Material Subsidiary (ies) and Un-listed Subsidiary (ies).

4. GUIDING PRINCIPLES

“Material Subsidiary” and “Unlisted Material Subsidiary” of the Company would be identified, if any, as a one time exercise and such exercise shall be done during each financial year and the conclusion placed before the Audit Committee and the Board of the Company. The identification should happen soon after preparation of annual accounts and the outcome should be placed before the Audit Committee or Board, as the case may be, in the meeting where the annual audited accounts of the Company are considered.

5. CORPORATE GOVERNANCE REQUIREMENTS WITH RESPECT TO SUBSIDIARIES

  1. At least one Independent Director on the Board of the Company shall be a director on the board of an unlisted Material Subsidiary, whether incorporated in India or not;
    For the purpose of appointment of Independent Director, “Material Subsidiary” shall mean a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year;
  2. The Audit Committee of the Company shall also review the financial statements in particular the investments made by the unlisted Subsidiary;
  3. The minutes of the board meetings of unlisted Subsidiary shall be placed at the board meeting of the Company;
  4. The management of the unlisted Subsidiary shall periodically bring to the notice of the board of the Company , a statement of all significant transactions and arrangements entered into by the unlisted Subsidiary;
  5. The Company shall not dispose of shares in its Material Subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than or equal to 50%, or cease the exercise of control over the subsidiary, without passing a special resolution in its General Meeting, except in cases where such disinvestment is made under a scheme of arrangement duly approved by the Court/ Tribunal or under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
  6. The Company shall not sell, dispose or lease assets amounting to more than 20% of the assets of the Material Subsidiary on an aggregate basis during a financial year without prior approval of the shareholders by way of special resolution, unless the sale/disposal/ lease is made under a scheme of arrangement duly approved by a Court/ Tribunal or under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
  7. Where the Company has a listed subsidiary, which is itself a holding company, the policy shall apply to the listed subsidiary in so far as its subsidiaries are concerned.
  8. All unlisted Material Subsidiaries of the Company incorporated in India shall undertake secretarial audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and annex secretarial audit report in such prescribed format with the annual report of the Company.
  9. The Company shall disclose all events or information with respect to its Subsidiaries which are material for the Company, in accordance with Regulation 30(9) of the SEBI Listing Regulations.

6. DISCLOSURE

The Company shall disclose in its Board’s Report details of this Policy as required under Act and Regulation 46(2) of the SEBI Listing Regulations. This Policy shall be disclosed on the Company’s website and a web link thereto shall be provided in the Annual Report.

7. REVIEW AND AMENDMENTS

In the event of any conflict between the Companies Act, 2013 or the SEBI Listing
Regulations or any other statutory enactments and the provisions of this
Policy, the Regulations shall prevail over this Policy and the provisions in the Policy would be modified in due course to make it consistent with law. Any subsequent amendment/modification in the Act or the Rules framed thereunder or the SEBI Listing Regulations and/or any other laws in this regard, the statutes would prevail over the Policy and shall automatically apply to this Policy. 

Further, the policy has been approved by the Board of Directors of the Company. The Board and/or Audit Committee may reserve its right to amend or modify the policy in whole or in part, at any time without assigning any reason whatsoever.

VERSION HISTORY

This policy has been approved by the Board of Directors of the Company on 16th July, 2025 and shall be effective from 16th July, 2025.