Policy on Determination of Materiality for Disclosure of Events or Information

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1. INTRODUCTION

The Policy for determining ‘materiality’ of events/information (“the Policy”) has been framed in  accordance with the provisions of Regulation 30(4)(ii) of the Securities and Exchange Board of  India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing  Regulations”), as amended from time to time and the policy need to be approved by the Board  of Directors of Anthem Biosciences Limited. The Policy is also required to be hosted on the  website of the Company. 

The Policy will be used to determine the materiality of the events/Information and their adequate  disclosure to the Stock Exchanges and to provide an overall governance framework for such  determination of materiality.  

The Policy applies in respect of disclosure of material events/information occurring within the  Company and its subsidiaries. This policy is in addition to, and does not derogate from, the  Company’s Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive  Information which deals with dissemination of Unpublished Price Sensitive Information (also  referred to as material non–public information).  

This Policy shall come into force from the date of listing of equity shares of the Company on the  stock exchanges.

2. OBJECTIVE

The objective of this Policy is to facilitate timely, transparent and adequate disclosure of material  events/information which are unpublished and price sensitive, have a bearing on performance or  operations of the Company or may result in a significant market reaction in the price of securities  of the Company if the omission comes to light at a later date. This policy is based on the principles  governing the disclosures and to facilitate uniform approach in complying with the obligations in  respect of disclosures under Regulation 30 as stated in the SEBI Listing Regulations and the  circular(s), as issued, from time to time, by the Securities Exchange Board of India (“SEBI”) in this  regard. This policy lays down the guidelines for determining the materiality thresholds with  respect to certain events/information of the Company as permitted under the SEBI Listing  Regulations. 

3. DEFINITIONS

3.1 “Act” means Companies Act, 2013, rules framed thereunder and includes any amendments thereof.

3.2 “Authorised Persons” shall mean the KMP of the Company Authorised under clause 5 of the  Policy.  

3.3 “Board of Directors” or “Board” means the Board of Directors of Anthem Biosciences Limited, as  constituted from time to time as per the relevant laws and rules and regulations. 

3.4 “Company” shall mean Anthem Biosciences Limited. 

3.5 “KMP” shall mean the Key Managerial Personnel of the Company as defined under Sub-Section  (51) of Section 2 of the Act. 

3.6 “Material events/information” shall mean events/information stated as such under Regulation 30  of the SEBI Listing Regulations read with Part A of Schedule III thereto.  

3.7 “Main Stream Media” shall include print or electronic mode as defined under SEBI Listing  Regulations. 

3.8 “Normal trading hours” shall mean time period for which the stock exchanges are open for trading  for all investors. 

3.9 “Policy” shall mean the Policy for determining materiality of events/information as may be  amended from time to time. 

3.10 “SEBI Listing Regulations” shall mean the Securities and Exchange Board of India (Listing  Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.  

3.11 “Senior Management Personnel” means as provided under SEBI Listing Regulations. 

3.12 “Stock Exchanges” mean the Stock Exchanges on which the Specified Securities of the Company  are listed.  

3.13 “Subsidiary” shall mean subsidiary of the Company as defined under the Act.

All other words and phrases not defined herein shall have the same meaning and definition as  specified under the Listing Regulations, the Companies Act, 2013 and Industry Standards Note on  Regulation 30 of the Listing Regulations as referred in SEBI Circular no SEBI/HO/CFD/CFD PoD-2/P/CIR/2025/25 dated 25 February 2025 including amendments thereto. 

4. Criteria for determining materiality of events/information

The Company shall consider the following criteria for determination of materiality of events/  information: 

4.1 The omission of an event or information, which is likely to result in discontinuity or alteration of  event or information already available publicly; or  

4.2 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; or 

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

(A) two percent of turnover, as per the last audited consolidated financial statements of the  Company;  

(B) 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;  

(C) 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; 

4.4 In case the criteria specified in sub-clauses (A), (B) and (C) is not applicable or in addition to the  events/information referred to in the above clause, the Company shall also disclose any events or  information which, in the opinion of the Board, is considered material. 

4.5 The Company will also follow the Industry Standards Note on Regulation 30 of the Listing  Regulations as referred in SEBI Circular no SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated 25  February 2025 including amendments thereto, to ensure compliance with Regulation 30 of the  Listing Regulation.  

4.6 Notwithstanding anything stated above, the Board of Directors of the Company may prescribe any  other criteria, from time to time, to determine materiality of events/information under this Policy.  However, such criteria shall not dilute the requirements prescribed under the SEBI Listing  Regulations.

5. Disclosure of Events or Information:

5.1 The events/information specified in Para A of Part A of Schedule III of SEBI Listing Regulations,  shall be disclosed without application of materiality guidelines.  

5.2 Further, the events/information specified in Para B of Part A of Schedule III of SEBI Listing  Regulations, based on the extent of applicability of such events to the Company, shall be  considered as events that shall be disclosed upon application of materiality guidelines as specified  in clause 4 of the policy.  

5.3 Events specified Para C of Part A of Schedule III of SEBI Listing Regulations, shall require  disclosure if the event or information viz major development that is likely to affect business. 

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

6. Authority to determine materiality

6.1 The Board of the Company has authorised the Chief Financial Officer (‘CFO) and Company  Secretary & Compliance Officer (“Authorised Persons”) to determine the materiality of an event  or information and to make appropriate disclosures on a timely basis.  

6.2 The Authorised Person shall have the powers and responsibilities as specified in this clause: 

  • To take a view on the materiality of an event which may qualify for disclosure and resolve  any computation and interpretation issues whilst making the materiality assessment. • To determine the appropriate time at which the disclosures are to be made to the stock  exchanges, based on an assessment of the actual time of occurrence of an Event to be  reported.  
  • To review and finalise the details to be disclosed, in consultation with Managing Director of  the Company. 
  • To make disclosures updating material developments on a regular basis, till such time the  event is resolved/closed, with relevant explanations. 
  • To consider such other events that may require disclosure to be made to the stock exchanges  which are not explicitly defined in the SEBI Listing Regulations and determine the  materiality, appropriate time and contents of disclosure for such matters. 
  • The materiality of events outlined above are indicative in nature. Accordingly, the  Authorised Person/s shall exercise his/her own judgment while assessing the materiality of  events / information associated with the Company.  
  • Authorised Persons are empowered to seek appropriate counsel or guidance, as and when  necessary, from other internal or external stakeholders as they deem fit. Details of the 

Authorised Persons shall be disclosed to the Stock Exchanges and on the Company’s  website. 

7. Timeline and disclosure of material events/information

7.1 The Company shall furnish Material Events or Information to all stakeholders on a continuous and  immediate basis. The Company shall first disclose to the Stock Exchange(s) all Material Events or  Information as soon as reasonably possible and in any case not later than the following:  

  • Thirty minutes from the closure of the meeting of the Board in which the decision pertaining  to the Material Event/Information has been taken;  

In case the meeting of the Board of Directors closes after normal trading hours of that day but  more than three hours before the beginning of the normal trading hours of the next trading  day, a disclosure of the decision pertaining to the event or information, shall be made within  three hours from the closure of the board meeting.  

Further, in case the meeting of the board of directors is being held for more than one day, the  financial results shall be disclosed within thirty minutes or three hours, as applicable, from  closure of such meeting for the day on which it has been considered; 

  • Twelve hours from the occurrence of the Material Event/Information, in case such Material  Event/Information is emanating from within the Company;  
  • Twenty-four hours from the occurrence of the Material Event/Information, in case such  Material Event/Information is not emanating from within the Company. 

7.3 Disclosure with respect to events for which timelines have been specified in Part A of Schedule III  read with Table 1 of SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st  December, 2024, including any amendments and modification thereof, shall be made within such  timelines 

7.4 In case the disclosure is made after the timelines specified, the Company shall, along with such  disclosure, provide the explanation for the delay. 

8. Subsidiary information/ event

The Company shall disclose all events or information with respect to its subsidiaries to the extent  the event or information is material for the Company. The criteria for disclosure for this reporting  would be the same as stated in point 4 above.

9. Obligations under the Policy

Any event or information including the information forming part of Schedule III, of SEBI Listing  Regulations, shall be forthwith informed to Authorised Person(s) upon occurrence, with adequate  supporting documents / materials. Authorised Person(s) thereafter shall determine the materiality  of the information / event based on the principles laid down under the Policy. On completion of  the assessment, Authorised Person(s) shall, if required, make appropriate disclosures to Stock  Exchanges. 

Response to information in the Mainstream Media 

The Company shall, to the extent required under the provisions of SEBI Listing Regulations,  confirm, deny or clarify any reported event or information in the Mainstream Media which is not  general in nature and which indicates that rumors of an impending specific material event or  information in terms of the provisions of this regulation are circulating amongst the investing  public, as soon as reasonably possible and not later than twenty-four hours from the trigger of  material price movement.  

If the Company confirms any reported event or information, then it shall also provide the current  status of such event or information. 

For the purpose of this clause, Mainstream media shall have the same meaning assigned to it under  SEBI Listing Regulations. 

Verification of rumor: 

With effect from the effective date(s) notified by SEBI, companies specified by SEBI Company  shall confirm, deny or clarify any reported event or information in the mainstream media which is  not general in nature and which indicates that rumours of an impending specific Material event or  information are circulating amongst the investing public, as soon as reasonably possible and within  such timelines as specified in the SEBI Listing Regulations. Further, if the Company confirms the  reported event or information, it shall also provide the current stage of such event or information. 

Further, the promoter, director, KMP or 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 above and the Company shall disseminate the  response received from such individual(s) promptly to the stock exchanges 

10. Mechanism for assisting authorised persons on disclosure

10.1 The Authorised Persons in consultation with the concerned department heads, or the senior  management personnel responsible shall satisfy/assess the materiality criteria under the Policy and  the SEBI Listing Regulations. 

10.2 The Authorised Persons may additionally identify other internal stakeholder(s) from time to time  to identify any potential Material Events/Information and report the same to the Authorised  Persons. 

10.3 Authorised Persons shall be responsible for implementing the Policy, including taking necessary  steps to create awareness amongst relevant stakeholders and establishing any internal guidelines  or processes, as required. 

11. Disclosures on website of the Company

The Company shall disclose on its website the Policy and all such Material Events/Information  which have been disclosed to the Stock Exchanges in accordance with Regulation 30 of SEBI  Listing Regulations, and such disclosures shall be hosted on the website of the Company for a  minimum period of five years and thereafter as per the archival policy of the Company, as disclosed  on its website. 

12. 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.  

The Board of Directors on its own and / or as per the recommendations of the Committee can  amend this policy, as and when deemed fit. 

Further, this Policy shall be subject to review from time to time as may be necessary to comply  with the provisions of the SEBI Listing Regulations or as may be necessitated by the Board.