A. Preamble

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations“). The objective of the Policy is to determine materiality of events or information relating to the Company and to ensure that such information is adequately disseminated in pursuance of the Regulations and to provide an overall governance framework for such determination of materiality.

Accordingly, the Board of Directors of the Company on April 11, 2025 has adopted the policy for determination of materiality of event/disclosure (“Policy“).

Objective and scope

The objectives of this Policy are as follows:

1. To ensure that the Company complies with the disclosure obligations to which it is subject to as a publicly-traded company as laid down by the Listing Regulation, various Securities Laws and any other legislations;
2. To ensure that the information disclosed by the Company is adequate, timely and transparent;
3. To ensure that all investors have equal access to important information that may affect their investment decisions;
4. To protect the confidentiality of Material / Price sensitive information within the context of the Company’s disclosure obligations;
5. To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company and avoiding establishment of false market in the securities of the Company;
6. To ensure uniformity in the Company’s approach to disclosures, raise awareness and reduce the risk of selective disclosures;
7. To determine the principles of materiality based on which the Company shall make disclosures of events or information.

The information covered by this Policy shall include information related to the Company’s business, operations, or performance which has a significant effect on securities investment decisions (“Material Information“) that the Company is required to disclose in a timely and appropriate manner by applying the guidelines for assessing materiality. The Board vide this Policy has attempted to prescribe guidance for deciding the magnitude of the materiality of events and information.

Definitions

“Act” shall mean the Companies Act, 2013 and Rules framed thereunder, including any modifications, amendments, clarifications, circulars or re- enactment thereof;

“Board” shall mean Board of Directors of SSMD Agrotech India Limited and shall include any Committee thereof authorised for the purpose;

“Director” shall mean Directors of SSMD Agrotech India Limited;

“Circular” shall mean SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015;

“Committee” shall mean any committee formed under the delegated authority of the Board;

“Company” shall mean SSMD Agrotech India Limited;, incorporated under the Act.

“Key Managerial Personnel” shall mean—

1. the Chief Executive Officer or the Managing Director or the Manager
2. the Company Secretary;
3. the Whole-time Director;
4. the Chief Financial Officer;
5. such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
6. such other officer as may be prescribed under the Act.

“Material Event” or

“Material Information” shall mean event or information as set out in the

Schedule or as may be determined in terms of Clause E of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly

“Net worth” shall mean the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets,

write-back of depreciation and amalgamation.

“Paid-up share capital” or

“share capital paid-up” shall mean such aggregate amount of money

credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also include any amount credited as paid-up in respect of shares of the Company, but does not include any other amount received in respect of such shares, by whatever name called;

“Listing Regulations” shall mean SEBI (Listing Obligation and

Disclosure Requirements) Regulation, 2015, including any modifications, amendments, clarifications, circulars or re-enactment thereof;

“SEBI Regulations” shall mean and would include all the acts, regulations, circular, notifications etc. issued by the Securities Exchange Board of India from time to time;

“Schedule” shall mean the Schedule III of Listing Regulations.

“Stock Exchange” shall mean a recognized stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956 on which Equity shares of the Company are listed;

“Subsidiary” shall mean a company shall be considered as Subsidiary if it falls within the criteria defined under Section 2(87) of the Act;

“Turnover” as defined under Section 2(91) of the Act means the gross amount of revenue recognized in the profit and loss account from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year.

Words and expressions used and not defined in the Policy shall have the same meanings respectively assigned to them in the Act and / or Regulations.

Authority to determine Materiality of Event

1. The respective Head of the departments and functions (“Designated Officers“) who are responsible for relevant areas of the Company’s operations to which any item of information relates must report to the Chief Financial Officer (“CFO“), Managing Director and Company Secretary of the Company of any event / information which is material as defined in this policy or of which Designated Officer are unsure as to its materiality. The event / information should be reported immediately after a Designated Officer becomes aware of it.
2. On receipt of a communication of a potential material event / information, the Chief Financial Officer (“CFO“), Managing Director and Company Secretary will:
   
   1. Review the event / information and take necessary steps to verify its accuracy;
   2. Assess if the event / information is required to be disclosed to the Stock Exchanges under the Regulations under this policy.
3. If the Chief Financial Officer (“CFO”), Managing Director and Company Secretary are not certain about the materiality of any event / information, they may refer matter to the board or take external legal advice as directed by the board.
4. Company Secretary shall thereafter make necessary disclosures to Stock Exchanges.

Guidelines for determining Materiality of Events or Information

1. Materiality will be determined on a case-to-case basis depending on nature of the events, specific facts, magnitude of likely impact in case such event is omitted to be disclosed, and the circumstances relating to the information or event.
2. Certain information is Material Information as defined in the Regulations. An illustrative list of such Material Information is attached as Annexure I.
3. Besides per se Material Information, materiality of an event / information must be subject to the following two criteria:
   
   1. Qualitative Criteria: Where the omission of the event/ information result in discontinuity/ alteration of information already available publicly or where the omission of the event / information can lead to creation of false market in the securities of the Company or any other event / information which should be treated as being material in the opinion of the Board of Directors of the Company. (Subjective test)
   2. Quantitative Criteria: Quantitative Criteria: Where the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.
      
      1. two percent of turnover, as per the last audited consolidated financial statements of the Company; or
      2. two percent of net worth, except in case of the arithmetic value of the networth is negative, as per the last audited consolidated financial statements of the Company;
      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.

Accordingly, any transaction exceeding the lower of i, ii or iii above, with an annual impact in value, will be considered for the above purpose.

Where the event or information is likely to cause prices of the Company’s securities to fluctuate, as a result of such event or information, by 10% or more, such that persons who commonly invest in securities may be influenced in deciding whether to acquire or dispose of the Company’s securities and Where the event or information pertains to a matter which may cause the assets of the Company, amounting to 10% or more of such assets, to be deployed into an avenue other than the one where they are currently deployed.

An illustrative list of such Material event/ information is attached as Annexure II.

Disclosures of events and information

1. The Policy sets forth the guidelines for disclosure of material events or information.
   
   1. Category A — Events or information. Events specified in Annexure A are deemed to be material events and the Company shall make disclosure of such events or information as soon as reasonably possible and not later than twenty-four (24) hours from the occurrence of such event or information in the following manner:
      
      1. inform the stock exchanges on which the securities of the Company are listed;
      2. upload on the corporate website of the Company.

      Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.

   2. Category B – Events or information. The Company shall make the disclosure of events/information as specified in Annexure B based on application of guidelines for determining Materiality as per the Policy.
2. Category B refers to such events or information which are proved to be material on the application of the materiality test. For determining materiality of events, the following criteria shall be applied:
   
   1. omission of which is likely to result in discontinuity or alteration of event or information already available publicly;
   2. omission of which is likely to result in significant market reaction if the said omission came to light at a later date; or
   3. which are in the opinion of Board of Directors or any Committee thereof or any other person authorized for the purpose considered to be material.
3. Without prejudice to the generality of Annexure A and B, the Company may make disclosures of event/information as specified by SEBI from time to time such as SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015.
4. All the above disclosures will be hosted on the website of the Company for a minimum period of five years and thereafter archived in accordance with the Company’s policy for Preservation and Archival of Documents.
5. However, the list of events / information given in Annexure I & II are indicative and not exhaustive and the necessity or obligation to make the requisite disclosure depends upon magnitude of impact of such events or information and on the facts of each case. Any event or information which is considered material in accordance with the Policy shall also be disclosed even if it is not specially listed in Annexure I or Annexure II of the Policy.

Communication and dissemination of the policy

For communication and dissemination of the Policy to all the Directors and employees of the Company, a copy of this Policy shall be posted on the internet and the website of the Company.

Policy review

The Designated Officers may review the Policy from time to time. Material changes to the Policy will need the approval of the Board of Directors.

Amendments

1. The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with new provision(s) or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.
2. In the event of any inconsistency between the terms of the Policy and the Listing Regulation, the provisions of the Listing Regulation shall prevail.
3. Any amendments to the Listing Regulation shall mutatis mutandis be deemed to have been incorporated in this Policy.

GENERAL

As per the provisions of the Listing Regulations the Policy shall be disclosed on the website of the Company. Further, the Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the Listing Regulations and such disclosures shall be made available on the website of the Company for a period of five years and thereafter as per the archival policy of the Company.

ANNEXURE I

Events or Information that are to be disclosed without application of Materiality Guidelines listed in the Policy

1.	Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring; Explanation: ‘Acquisition‘ shall mean: (i) acquiring control, whether directly or indirectly; or (ii) acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that: a) 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 b) there has been a change in holding from the last disclosure and such change exceeds two per cent of the total shareholding or voting rights in the said company.
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.	Revision in credit rating(s)
4.	Outcome of Meetings of the Board of Directors: The Company shall disclose to the Exchange(s), within 30 minutes of the closure of any meeting held to consider the following: a) 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; b) any cancellation of a dividend with reasons thereof; c) the decision on buyback of securities; d) the decision with respect to fund raising proposed to be undertaken; e) increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched; f) 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 which may be to subscribed to; g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the Company from stock exchange(s). Provided that in case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered.
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.
6.	Fraud/defaults by promoter or key managerial personnel or by the Company or arrest of key managerial personnel or promoter.
7.	Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer.
8.	In case of resignation of the auditor of the Company, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the Company to the stock exchanges as soon as possible but not later than twenty-four hours of receipt of such reasons from the auditor.
9.	Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the Company shall, within seven days from the date of resignation, disclosures the following to the stock exchanges: (i) the letter of resignation along with detailed reasons for the resignation as given by the Independent Director; (ii) names of listed entities in which the resigning Independent Director holds directorships, indicating the category of directorship and membership of board committees, if any; (iii) the confirmation received from the Independent Director shall, along with the disclosures, also provide a confirmation that there is no other material reasons other than those provided; (iv) The confirmation as provided by the independent director above shall also be disclosed by the Company to the stock exchanges along with the detailed reasons as specified in sub-clause (i) and (ii) above.
10.	Appointment or discontinuation of share transfer agent.
11.	Resolution plan/ Restructuring in relation to loans/borrowings from banks/financial institutions including the following details: (i) Decision to initiate resolution of loans/borrowings; (ii) Signing of Inter-Creditors Agreement (“ICA“) by lenders; (iii) Finalization of Resolution Plan; (iv) Implementation of Resolution Plan; (v) Salient features, not involving commercial secrets, of the resolution/ restructuring plan as decided by lenders
12.	One-time settlement with a bank
13.	Reference to BIFR and winding-up petition filed by any party / creditors
14.	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
15.	Proceedings of Annual and extraordinary general meetings of the Company
16.	Amendments to memorandum and articles of association of the Company, in brief.
17.	a) Schedule of analysts or institutional investors meet and presentations made by the Company to analysts or institutional investors. Explanation: 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: (i) 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; (ii) the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls: The requirement for disclosure(s) of audio/video recordings and transcript shall be voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022.
18.	The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code: a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default; b) Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default; c) Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable; d) Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code; e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; f) Appointment/ Replacement of the Resolution Professional; g) Prior or post-facto intimation of the meetings of Committee of Creditors; h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; i) Number of resolution plans received by Resolution Professional; j) Filing of resolution plan with the Tribunal; k) Approval of resolution plan by the Tribunal or rejection, if applicable; l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as: (i) Pre and Post net-worth of the company; (ii) Details of assets of the company post CIRP; (iii) Details of securities continuing to be imposed on the companies’ assets; (iv) Other material liabilities imposed on the company; (v) Detailed pre and post shareholding pattern assuming 100% conversion
	of convertible securities; (vi) Details of funds infused in the company, creditors paid-off; (vii) Additional liability on the incoming investors due to the transaction, source of such funding etc.; (viii) Impact on the investor — revised P/E, RONW ratios etc.; (ix) Names of the new promoters, key managerial persons(s), 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; (x) Brief description of business strategy. m) Any other Material Information not involving commercial secrets. n) Proposed steps to be taken by the incoming investor/acquirer for achieving the MPS; o) Quarterly disclosure of the status of achieving the MPS; p) The details as to the delisting plans, if any approved in the resolution plan.
19.	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: a) The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the same, if available; b) 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.

ANNEXURE II

Events or information that are to be disclosed based on materiality Guidelines listed in the Policy

1.	Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
2.	Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or 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) (as a borrower) 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.	Litigation(s) / dispute(s) / regulatory action(s) with impact.
9.	Fraud/defaults etc. by directors (other than key managerial personnel) or employees of the Company.
10.	Options to purchase securities including any ESOP/ESPS Scheme.
11.	Giving of guarantees or indemnity or becoming a surety for any third party.
12.	Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.