Introduction

Khadim India Limited (the “Company”) stands committed to adherence of disclosure requirements and obligations relating thereto specified by Securities and Exchange Board of India (SEBI) pursuant to notification dated September 02, 2015 titled SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

The Board of Directors of the Company believes in total transparency in the matter of disclosures as required under the Listing Regulations including material events as and when they occur. This Policy aims to ensure that all the information which are necessary for the stakeholders to assess the Company’s performance including financial matters, are disclosed to public adequately and timely.

Objective

This Policy is intended to lay down the criteria for determination of materiality of event / information which shall be disclosed to the Stock Exchanges where the equity shares of the Company are listed.

DEFINITIONS

In this policy, unless the context otherwise requires:

"Board of Directors" or "the Board" means the Board of Directors of Khadim India Limited, as constituted from time to time.

“Key Managerial Personnel” means key managerial personnel as defined in Section 2 (51) of the Companies Act, 2013.

“Promoter” and “Promoter Group” shall have the same meaning as assigned to them respectively in clauses (oo) and (pp) of Regulation 2(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

All other words and expressions used but not defined in this Policy, shall have the same meaning as defined in Listing Regulations, and if not defined therein, then as per the Companies Act, 2013 or the Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 and / or the rules and regulations made thereunder, or any statutory modifications or re-enactment thereto, as the case may be.

Regulatory

In alignment with Regulation 30 of the Listing Regulations, every listed entity shall frame a policy for determination of materiality (this “Policy”) based on criteria specified in the Listing Regulations. This Policy will be hosted on the website of the Company.

DISCLOSURE OF MATERIAL EVENTS / INFORMATION / DEVELOPMENTS

1. As per Regulation 30 (1) of the Listing Regulations, the Company is required to make disclosures of any events or information which, in the opinion of the Board of Directors of the Company, is material.
2. As per Regulation 30 (2) of the Listing Regulations, the Company is required to make disclosures of events / information specified in Para A of Part A of Schedule III of the Listing Regulations, irrespective of application of materiality criteria.
3. As per Regulation 30 (3) of the Listing Regulations, the Company is required to make disclosures of events / information specified in Para B of Part A of Schedule III of the Listing Regulations, based on application of the guidelines for materiality, as specified below:
• 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 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:
  4. 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 a, b and c of Point III above, is not applicable, an event or information may be treated as being material if in the opinion of the Board of Director of the Company, the event or information is considered material.
4. Any other information / event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and 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, as stated under Para C of Part A of Schedule III of the Listing Regulations, be disclosed as may be advised by the Board from time to time.

Authorisation

The Board will authorize one or more Key Managerial Personnel for the purpose of determining Materiality of an event or information and for the purpose of making disclosures to the Stock Exchanges.

The Key Managerial Personnel, authorized for the purpose, will be responsible for administering this Policy, determining the materiality of events or information in relation to the Company and monitoring compliance by the Company with disclosure obligations applicable to it.

The contact details of the Key Managerial Personnel, so authorized, will be disclosed to the Stock Exchanges and will be placed on the website of the Company.

Process of information disclosure

With reference to Regulation 30 (6) of the Listing Regulations, the Company shall first disclose to Stock Exchange(s) all events or information, which are material in terms of the provisions of the Listing Regulations or this Policy as soon as reasonably possible and in any case not later than the following:

1. 30 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. 12 hours from the occurrence of the event or information, in case the event or information is emanating from within the Company;
3. 24 hours from the occurrence of the event or information, in case the event or information is not emanating from within the Company:

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

Provided that in case the disclosure is made after the timelines specified under the Listing Regulation or this Policy, the Company shall, along with such disclosures, provide explanation for the delay.

The Company shall, with respect to disclosures referred to under Regulation 30 of the Listing Regulations or this Policy, make disclosures updating material developments on a regular basis, till such time the event is resolved / closed, with relevant explanations.

In case an event or information is required to be disclosed by the Company in terms of the provisions of the Listing Regulations or this Policy, 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.

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

In case where an event occurs or an information is available with the Company, which has not been indicated in Para A or B of Part A of Schedule III of the Listing Regulations, but which may have material effect on it, the Company is required to make adequate disclosures in regard thereof.

DISCLOSURE OF INFORMATION ON COMPANY’S WEBSITE

The Company shall disclose on its website all such events or information which has been disclosed to Stock Exchange(s) under the Listing Regulation, and such disclosures shall be hosted on the website of the Company for a minimum period of 5 years and thereafter as per the Archival Policy of the Company, as disclosed on its website.

Review

The Board of Directors of the Company, subject to applicable laws, rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Policy with a new policy. However, in absence of such amendment / substitution to be made by the Board of Directors to the Policy, any subsequent modification to the provisions of the Act / Regulations shall automatically apply to this Policy.

In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.