The objective of this Policy is to facilitate timely, transparent and adequate disclosure of material information or events which are unpublished and price sensitive, have a bearing on performance or operations of the Company or may result in a significant market reaction in the price of securities of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 as stated in the SEBI LODR Regulations and the circular(s) & guideline(s) issued 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 or information of the Company as permitted under the SEBI LODR Regulations.

• a) "Board" or "Board of Directors" means the collective body of the Directors of the Company as constituted from time to time;
  • b) "Company" shall mean Tube Investments of India Limited;
    • c) "Guidance Manual" shall mean the ‘Guidance Manual for making Disclosures of Events or Information under the Policy for Determination of Materiality for Disclosure of Information/Events to the Stock Exchanges';
      • d) "Material Event/s" means those event/s specified in: (i) Para A of Part A of Schedule III of the SEBI LODR Regulations, being deemed material events, which the Company shall compulsorily disclose; (ii) events specified in Para B of Part A of Schedule III of the SEBI LODR Regulations, which the Company shall disclose, based on guidelines for materiality as specified in 4 herein; (iii) events specified in Para C of Part A of Schedule III of the SEBI LODR Regulations; (iv) events specified in Part B of Schedule III of the SEBI LODR Regulations; (v) all information having a bearing on the performance/ operation of the Company, price sensitive information or any action that shall affect the payment of interest or redemption of non-convertible debt securities; and (vi) any event which may have a material effect on the Company;
        • e) "Key Managerial Personnel” or "KMP” means the personnel as defined under Section 2(51) of the Companies Act, 2013, read with the rules and regulations issued thereunder, as amended from time to time;
          • f) "Officer” shall have the same meaning as under the Companies Act, 2013, together with rules and regulations issued thereunder, as amended from time to time;
            • g) "Ordinary course of business” or "normal course of business” means all activities that are necessary, normal or incidental to the business of the Company and are permitted by objects of the Company. These would also include common practices, historical practices and customs of commercial transactions with a pattern of frequency.
              • h) "Policy” means this Policy for Determination of Materiality for Disclosure of Information/Events to the Stock Exchanges;
                • i) "SEBI” means the Securities and Exchange Board of India;
                  • j) “SEBI Master Circular” means circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 issued by SEBI for compliance with the provisions of the SEBI LODR Regulations, 2015 by listed entities, as amended or substituted from time to time;
                    • k) "Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956, as amended from time to time;
                      • l) "Stock Exchanges” means stock exchanges on which the Securities of the Company are listed; and
                        • m) "Subsidiaries” means a subsidiary company as defined under Section 2(87) of the Companies Act, 2013, read with the rules and regulations issued thereunder, as amended from time to time.

                          Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, the SEBI LODR Regulations or any other applicable law or regulation to the extent applicable to the Company.

The following criteria shall be considered by the Company while determining the materiality of events/information, read with the Guidance Manual:

1. whether the omission of an event or information, is likely to result in discontinuity or alteration of event or information already available publicly; or
2. whether 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. whether 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; or
4. whether the event/information is likely to have a bearing on performance or operation of the Company or have a material impact on the business or the Company; or
5. whether any continuing event or information becomes material or
6. in cases where the criteria specified in sub-clauses (i) to (v) above are not applicable,

The following event/s are deemed to be Material Event/s and the Company shall make disclosure of such event/s without applying any materiality guidelines:
• Acquisition(s) including agreement to acquire;
(acquisition means acquiring control either directly or indirectly or acquiring or agreement to acquire shares/voting rights in a company (whether listed or unlisted), whether existing or to be incorporated, whether directly or indirectly, such that:
1. the Company holds shares or voting rights aggregating to 5% (five percent) or more of the shares or voting rights in the said company or if
2. there is a change in existing holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to sub-para 1 of Para A of Part A of Schedule III of SEBI LODR Regulations and such change exceeds 2% (two percent) of the total shareholding or voting rights in the 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 of SEBI LODR Regulations)
• scheme of arrangement (amalgamation/ merger/ demerger/ restructuring);
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 or any other restructuring; 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 listed entity; 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 of SEBI LODR Regulations.
For the purpose of sub-para 1 of Para A of Part A of Schedule III of the SEBI LODR Regulations, ‘undertaking’ and ‘substantially the whole of the undertaking’ shall have the same meaning as given under section 180 of the Companies Act, 2013.
• issuance/ forfeiture of Securities, split or consolidation of shares, buyback of Securities, any restrictions on transferability of Securities or any alteration in the terms or structure of existing Securities, including forfeiture, re-issue of forfeited Securities, alteration of calls, redemption of Securities, etc.
• new rating(s) or revision in ratings;
• outcome of Board meetings held to consider, recommend, declare or pass any dividends/ and or cash bonuses, cancellation of dividends, decision on buyback of Securities, fund raising proposals, alteration to capital structure including issuance of bonus, re-issue of forfeited Securities or issue of Securities held in reserve, creation in any form or manner of new shares or Securities or any other rights, privileges or benefits to subscribe to and short particulars of any other alterations of capital, including calls, financial results, voluntary delisting of listed Securities etc.;
• agreements (including revisions, termination or making amendments) such as shareholder agreements, joint venture agreements, family settlement agreements to the extent they impact the management or control of the Company or agreements or treaty(ies) or contracts with media companies which are binding and not in the normal course of business;
• agreements (including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements) entered into by the shareholders, promoters, promoter group entities, related parties, directors, KMP, 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 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 other provisions of SEBI LODR Regulations;
• fraud/defaults by the Company, Promoter/KMP, director, senior management or subsidiary or arrest of KMP, senior management, director or Promoter of the Company whether occurred within India or abroad;
(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 and Default shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable.) 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. Default by a promoter, director, KMP, senior management, subsidiary shall mean default which has or may have an impact on the Company.
• change in directors, KMPs (including MD, CEO, CFO and company secretary), senior management, auditor and compliance officer;
• resignation of the auditor of the Company along with reasons for resignation;
• resignation of the independent director along with reasons for resignation and details of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any;
• resignation of KMP, senior management, compliance officer or director other than an independent director along with detailed reasons for the resignation;
• indisposition or unavailability of the MD/CEO of the Company to fulfil the requirements of the role in a regular manner for more than forty-five days in any rolling period of ninety days along with the reasons for such indisposition or unavailability;
• appointment or discontinuation of share transfer agent;
• 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, not involving commercial secrets, of the resolution/restructuring plan as decided by lenders.
• one time settlement with banks;
• winding up petition filed by any party or creditors;
• issuance of notices, call letters, resolution and circulars sent to shareholders, debenture holders, creditors or any class of them or advertised in the media by the Company;
• proceedings of general meetings of the Company;
• amendments to Memorandum of Association/Articles of Association of the Company in brief;
• schedule of analyst or institutional investor meet, presentations made by the Company to them and audio / video recordings and transcripts of post earnings/quarterly calls, conducted physically or through digital means in the manner as prescribed;
• events in relation to the corporate insolvency resolution process (CIRP) under the Insolvency Code as prescribed in SEBI LODR Regulations;
• initiation of forensic audit (by whatever name called);
• announcement or communication through social media intermediaries or mainstream media by directors, Promoters, KMP 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 SEBI LODR Regulations and is not already made available in the public domain by the Company;
• action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the Company or its directors, KMP, senior management, Promoter or subsidiary, in relation to the Company;
• voluntary revision of financial statements or the report of the Board of the Company under section 131 of the Companies Act, 2013.
1. The following events will be deemed to be Material Event/s based on application of the materiality guidelines to be decided by the CEO/ MD:
• commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/ division.
• arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/ division or subsidiary (in entirety or in piecemeal);
• capacity addition or product launch;
• awarding, bagging/receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business;
• agreements viz. loan agreements or any other agreements which are binding and not in the normal course of business including any revision(s) or amendment(s) or termination(s) thereof;
• disruption of operations of one or more units or division of the Company due to natural calamity or force majeure conditions or events like strikes, lockouts etc;
• effect(s) arising out of change in regulatory framework applicable to the Company;
• pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the Company;
• fraud/defaults by employees of the Company which has or may have an impact;
• options to purchase Securities including Employee Stock Option Plans / Employee Share Purchase Scheme;
• giving guarantees or indemnity or becoming surety, by whatever name called, for any third party;
• granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals;
• delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.
1. Any other information or event or major development likely to affect the business which are exclusively known to the Company and which may be necessary to be disclosed to enable holders of Securities of the Company to appraise its position and avoid establishment of false market in the Securities also needs to be disclosed.
1. The following events will be deemed to be Material Event/s with respect to the non­convertible securities issued by the Company:
• expected default in timely payment of interests, dividend or repayment amount or both in respect of the non-convertible securities and also default in creation of security for debentures as soon as the same becomes apparent;
• any attachment or prohibitory orders restraining the Company from transferring the non-convertible securities from the account of the registered holders along with the particulars of the numbers of securities so affected, the names of the registered holders and their demat account details;
• any action which shall result in the redemption, reduction, cancellation, retirement in whole or in part of any non-convertible securities;
• any action that shall affect adversely payment of interest on non-convertible debt securities including default by the Company to pay interest on non-convertible debt securities and failure to create a charge on the assets;
• any change in the form or nature of any of its non-convertible securities that are listed on the Stock Exchanges or in the rights or privileges of the holders thereof and making an application for listing of the Securities as changed, if the Stock Exchanges so require;
• any changes in the general character or nature of business / activities, disruption of operation due to natural calamity, and commencement of commercial production / commercial operations;
• any events such as strikes and lock outs which have a bearing on the interest payment/ principal repayment capacity;
• details of any letter or comments made by debenture trustees regarding payment/non- payment of interest on due dates, payment/non-payment of principal on the due dates or any other matter concerning the security, the Company and /or the assets along with its comments thereon, if any;
• delay/ default in payment of interest / principal amount /redemption for a period of more than three months from the due date;
• failure to create charge on the assets within the stipulated time period;
• any instance(s) of default/delay in timely repayment of interests or principal obligations or both in respect of the debt securities including, any proposal for re-scheduling or postponement of the repayment programmes of the dues/debts of the Company with any investor(s)/lender(s).
• any major change in composition of the Board, which may amount to change in control as defined in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• any revision in the rating;
• approvals by board of directors in their meeting, in relation to the decision to pass any interest payment; or any increase of capital whether by issue of bonus Securities through capitalization, or by way of right securities to be offered to the debt Securities holders, or in any other way;
• all the information, report, notices, call letters, circulars, proceedings, etc concerning the non convertible debt securities;
• fraud/defaults by promoter or KMP or director or employees of listed entity or by listed entity or arrest of KMP or promoter;
• outcome of the Board in the meeting held to consider decision with respect to fund raising proposed to be undertaken by way of nonconvertible securities; and financial results;
• change in directors, KMP (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer;
• resignation of the auditor of the Company along with detailed reasons for the resignation as provided by the auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty-four hours of receipt of such reasons from the auditor;
• resolution plan/ restructuring in relation to loans/borrowings from banks/financial institutions including the details as prescribed under sub-para 20 of Para A of Part B of Schedule III ;
• one-time settlement with a bank;
• winding up petition filed by any party/creditors;
• proceedings of annual and extraordinary general meetings of the Company;
• intimation related to any change in covenants or breach of covenants under the terms of non-convertible debentures and/or non-convertible redeemable preference shares;
• intimation related to forfeiture of unclaimed interest or dividend or principal amount;
• intimation related to any change in the debenture trustee or credit rating agency or Registrar and share transfer agent;
• intimation of comfort/guarantee or any credit enhancement provided by the listed entity to a third party;
• any other change that shall affect the rights and obligations of the holders of non­convertible debt securities, any other information not in the public domain but necessary to enable the holders of the non-convertible Securities to clarify its position and to avoid the creation of a false market in such listed Securities or any other information having bearing on the operation/performance of the Company as well as price sensitive information.
1. Any amendments/ deletions/ additions to Schedule III of the SEBI LODR Regulations, as applicable to the Company, will be deemed to be included in Clause 5.1, 5.2 and 5.3 of this Policy.
6. Authorization and co-ordination for Disclosure: Pursuant to Regulation 30(5) of the SEBI LODR Regulations, the CEO/MD/CFO are authorized by the Board for the purpose of determining materiality of an event or information and the Company Secretary is authorized for making disclosures to the Stock Exchange(s) under this Policy.
Once the CEO in consultation with the CFO (in cases where materiality thresholds are applicable) decides to make a disclosure under this Policy, it will be forthwith informed to the Company Secretary for dissemination to stock exchanges within the stipulated timelines. In the absence of the Company Secretary, the dissemination can be made by the CEO/MD or CFO.
7. The contact details of the said KMPs will be disclosed to the stock exchanges as well as uploaded on the website of the Company.
8. Time of Disclosure: Disclosures shall be made as soon as possible but within 24 hours from the occurrence of the event/ information. However, in cases where the disclosure cannot be made within the stipulated time limit of 24 hours, the Company will disseminate the same after 24 hours along with an explanation for the delay.
Disclosures with respect to events stated in sub-para 4 of Para A of Part A of Schedule III of the SEBI LODR Regulations (stated under outcome of Board meetings in Clause 5.1 of this Policy) the same shall be made within thirty minutes of the conclusion of the Board meeting, where the said matters were considered. Disclosures with respect to material events/information stated in Regulation 30 of the SEBI LODR Regulations shall be made as soon as possible and in any case not later than the following:-
1. thirty minutes from the closure of the meeting of the Board 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 Company; and
• twenty-four 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 SEBI LODR Regulations shall be made within such timelines.
9. Details of Disclosure: The Company will disclose details for the events set out in Para A and Para B of Part A of Schedule III of the SEBI LODR Regulations, in accordance with the guidelines prescribed under Annexure 18 of the SEBI Master Circular. Further, the Company shall ensure that the disclosures are appropriate and would be consistent with the facts of each event being disclosed by the Company.
Additionally, in case of disclosures about the Company's agreements or treaty(ies) or contracts with media companies which are binding and not in the normal course of business, the Company shall comply with the disclosure requirements prescribed under the SEBI Press Release No. 200/ 2010 dated August 27, 2010 and the Press Council of India Press Release No. PR/3/10-11-PCI dated August 2, 2010.
10. Updation: With respect to the disclosures made pursuant to this Policy, the Company shall also make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations there for.
11. 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 Clause 4 above.
12. Disclosures other than listed events/information: 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 SEBI LODR Regulations, but which may have material effect on it, the Company shall make adequate disclosures in regard thereof.
13. Manner of Disclosure: Any information to be disseminated, including responses to any queries raised by the stock exchanges, is required to be given in a separate letter to Stock Exchange(s) and sent vide e-mail or can be made through online submissions.
The Company on its own initiative also confirm or deny any reported event or information to the stock exchanges. The 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 not later than twenty four hours from the reporting of the event or information. The Company shall also disclose on its website all such events or information which has been disclosed to stock exchange(s) under this Policy and, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the Company's Archival Policy, as disclosed on its website. The Company's Code for practices and procedures for fair disclosure of unpublished price sensitive information will also be adhered to.
14. Dissemination of the Policy: A copy of the Policy shall be put up on the website of the Company.
15. Review of the Policy: The Policy shall be subject to review of the Board, and the Board will be authorized to amend it suitably, as may be deemed necessary in accordance with any regulatory requirements or amendments.