1. 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, 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).

2. 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.

3. Definitions

"Acquisition" shall mean:

1. acquiring control of the Company, whether directly or indirectly; or
2. acquiring or agreeing to acquire shares or voting rights in, a company, whether existing or to be incorporated, whether directly or indirectly, such that –
   1. the Company holds shares or voting rights aggregating to five 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 (i) of clause (b) above and such change exceeds two 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.

“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 Company; 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.

“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, treaty or contract with media companies, which are binding and not in normal course of business and revision, 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;

"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.

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

"Promoter" means a promoter as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 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;

4. Key Principles In Determining Materiality

The Regulations, 2015 divide the events that need to be disclosed broadly in two categories. 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 Listing Regulations. Para B of Part A of Schedule III indicates the events that should be disclosed by the listed entity, if considered material

A. Events Which Shall Be Considered Deemed Material and shall be disclosed with without any application of materiality:

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the Company, sale of stake in associate company of the Company or any other restructuring;
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 Rating(s) or Revision in Rating(s);
4. Outcome of Meetings of the Board of the Company held to consider the following:
   1. declaration of dividends and/or cash bonuses 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
   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 Company 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 Company), 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 Company or of its holding, subsidiary or associate company, among themselves or with the Company 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 Company or impose any restriction or create any liability upon the Company, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements:

Provided that such agreements entered into by the Company 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 Company or they are required to be disclosed in terms of any other provisions of the regulations.

Explanation to this sub-para: 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 Company, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the Company, whether occurred within India or abroad:

For the purpose of this sub-para:

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 I to this sub-para - In case of revolving facilities like cash credit, the Company 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 II to this sub-para - Default by a promoter, director, key managerial personnel, senior management, subsidiary shall mean default which has or may have an impact on the Company ;

7. Change in Directors, Key Managerial Personnel, senior management, Auditor and Compliance Officer;

7A. In case of resignation of the auditor, 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. Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the Company, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the Company:

1. The letter of resignation along with detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges along with the 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 a confirmation that there is no other material reason 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 disclosures as specified in subclause (i) and (ii) above;

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 Company within seven days from the date that 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:

1. Decision to initiate resolution of loans/borrowings;
2. Signing of Inter-Creditors Agreement (ICA) by lenders;
3. Finalization of Resolution Plan;
4. Implementation of Resolution Plan;
5. Salient features and details of the resolution 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.
       1. Any other material information not involving commercial secrets.
       2. Proposed steps to be taken by the incoming investor/acquirer for achieving the MPS;
       3. Quarterly disclosure of the status of achieving the MPS;
       4. The details as to the delisting plans, if any approved in the resolution plan.

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 Company;

13. Proceedings of Annual and Extraordinary General Meetings of the Company;

14. Amendments to memorandum and articles of association of Company, in brief;

15. (a) Schedule of analyst or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet and presentations on financial results made by the Company to analysts or institutional investors;

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

(b) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:

1. the presentation and the audio/video 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 transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls;

16. Events as mentioned in the regulations in relation to the Corporate Insolvency Resolution Process (CIRP) of a listed corporate debtor under the Insolvency Code;

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 the Company:

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 Company along with comments of the management, if any;

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

Explanation to this sub-para – “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 Company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company, 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;
   2. nature and details of the action(s) taken, initiated or order(s) passed;
   3. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
   4. details of the violation(s)/contravention(s) committed or alleged to be committed;
   5. impact on financial, operation or other activities of the Company, 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 Company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company, 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

1. any other similar action(s) by whatever name called;
2. along with the following details pertaining to the actions(s) initiated, taken or orders passed:
3. name of the authority;
4. nature and details of the action(s) taken, initiated or order(s) passed;
5. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
6. details of the violation(s)/contravention(s) committed or alleged to be committed;
7. impact on financial, operation or other activities of the Company, quantifiable in monetary terms to the extent possible;

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

B. The Following Events Shall Be Considered Material Subject To The Application Of The Guidelines Mentioned In Para (4)Above;

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 Company:
   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 Company 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 Company;
8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the Company ;
9. Frauds or defaults by employees of the Company which has or may have an impact on the the Company;
10. Options to purchase securities including any ESOP/ESPS Scheme;
11. Giving of guarantees or indemnity or becoming a surety by whatever named 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;

C. THE EVENTS AS ENUMERATED IN CLAUSE (B) ABOVE SHALL BE CONSIDERED MATERIAL ONLY ON APPLICATION OF THE FOLLOWING GUIDELINES

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:

Provided that any continuing event or information which becomes material pursuant to notification of these amendment regulations shall be disclosed by the listed entity within thirty days from the date of coming into effect of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023.

D. 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.

E. Information Relating To Subsidiaries

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

5. 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 Director – Finance, 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.

6. 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.

7. 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.

8. 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 and the Regulations.
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. 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;
   2. twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity;
   3. 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;

   Provided that disclosure with respect to events for which timelines have been specified in the Act/Law shall be made within such timelines;

   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.

3. The details with regard to any fraud/ default by Directors, Promoter or KMP or by the Company or arrest of any Promoter or KMP 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.
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.
14. All the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of a Company or of its holding, subsidiary and associate company, who are parties to the agreements as specified in clause 5A of para A of Point 4 as stated above, shall inform the listed entity about the agreement to which such a Company is not a party, within two working days of entering into such agreements or signing an agreement to enter into such agreements:
    
    Provided that for the agreements that subsist as on the date of notification of clause 5A to para A of Point 4, the parties to the agreements shall inform the Company, about the agreement to which such a Company is not a party and the Company shall in turn disclose all such subsisting agreements to the Stock Exchanges and on its website within the timelines as specified by the Board.

9. Effective Date

The Policy as approved by the Board of Directors shall be effective from 14th July, 2023 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. In case of any amendment pursuant to regulatory change, such amendment shall become effective from the date as specified by such regulatory requirement.

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