Beardsell Limited — Regulatory Filings 2024

Aug 14, 2024

14th August 2024

To,

National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No.C/1, G Block Bandra Kurla Complex, Bandra (E) Mumbai – 400051 Scrip: BEARDSELL

Dear Sirs,

Sub: Outcome of Board Meeting

Pursuant to Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Schedule III to the Listing Regulations, as amended from time to time, we are intimating the following outcome of the Board Meeting held today, i.e., on Wednesday, 14th August 2024 (which commenced at 11:00 a.m. (IST) and concluded at 1:00 p.m. (IST)):

1) Submission of Unaudited Financial Results for the quarter ended 30th June 2024

We are enclosing the Unaudited Financial Results (Standalone & Consolidated) for the quarter ended 30 th June 2024 in the prescribed format, along with the Limited Review Report. Further, it is hereby declared that the Statutory Auditors, M/s.G BALU ASSOCIATES LLP, Chartered Accountants (ICAI Firm registration number: 000376S/S200073) have furnished the Limited Review Reports on Standalone & Consolidated Financial Results with unmodified conclusion. These results have been reviewed by the Audit Committee and approved by the Board of Directors in their meetings held today i.e. on 14th August 2024.

2) Record Date for the purpose of final dividend for the financial year ended 31st March 2024

This is further to our communication dated 27th May 2024 w.r.t. recommendation of final dividend of Re.0.10 per fully paid-up equity share (on the face value of Rs.2/- each) for the financial year 2023-24 by the Board, subject to the approval of the members at the ensuing 87th Annual General Meeting (AGM).

Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we hereby inform that the Company has fixed Monday, 23rd September 2024 as 'Record Date' for the purpose of determining the eligibility of the members who would be entitled for the final dividend for the financial year 2023-24. The date of the AGM will be informed separately. The final dividend, if approved, will be paid to the eligible members within the stipulated period of 30 days from the date of AGM.

3) Appointment of Cost Auditor of the Company

Upon recommendation of the Audit Committee, the Board of Directors of the Company has appointed, Mr.Krishnaswamy Mahalingam, Cost Accountant, Membership No.5944, as Cost Auditor of the Company for financial year 2024-25.

A short profile of the Cost Auditor as required under Regulation 30 read with SEBI circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13th July, 2023 is given below:

Mr.Krishnaswamy Mahalingam is based in Chennai offering a wide spectrum of services to its esteemed clientele. He has handled various assignments in Costing such as Cost Audit, Certifications, Setting up Costing Systems, ISO Audit, Consultancy etc. across diverse industry and client base in his career span of more than three decades. His client list includes among Pharmaceuticals, Engineering, Chemicals, Oil & Gas, Petroleum, Auto, Real Estate, Infrastructure, Banks, Steel, Telecommunications, Plastics & Polymers, etc.

4) Revised Policy for determination of materiality and disclosure of material events / information and KMPs for Determining Materiality of Events

Board of Directors has approved revised Policy for Determination of Materiality Information. Copy of the policy is enclosed here to the letter. Further, the following Key Managerial Personnel of the Company are authorized by the Board, to determine the materiality of an event for the purpose of making disclosures to Stock Exchanges under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

Sr.	Name and Designation	Contact Details
No.
1	Mr.V V Sridharan,	Address: Beardsell Limited, No.47, Greams Road, Chennai
	Chief Financial Officer	– 600006
		Email: sridharan@berdsell.co.in
		Phone : 04428293296
2	Mr.Kanhu Charan Sahu,	Address: Beardsell Limited, No.47, Greams Road, Chennai
	Company Secretary	– 600006
		Email: kcs@berdsell.co.in
		Phone : 04428293296

We are arranging to publish the extract of the said financial results in newspapers in the format prescribed under Regulation 47 of SEBI (LODR) Regulations, 2015.

The above information will also be made available on the Company's website, www.beardsell.co.in

Please take the aforementioned information on your record.

Yours faithfully, For BEARDSELL LIMITED

KANHU CHARAN SAHU

Digitally signed by KANHU CHARAN SAHU Date: 2024.08.14 13:06:46 +05'30'

Company Secretary and Compliance Officer

Encl: As above

G BALU ASSOCIATES LLP Chartered Accountants

Independent Auditor's Review Report on the Unaudited Consolidated Financial Results of M/s Beardsell Limited for the Quarter ended 30^th June 2024 Pursuant to the Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Review report to The Board of Directors Beardsell Limited.

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Beardsell Limited (the "Holding Company") and its subsidiary and controlled entity (the Holding Company, its subsidiaries and controlled entity together referred to as "the Group") for the quarter ended 30^th June 2024 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 1. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

"Jammi Building" No.123, Royapettah High Road, Mylapore, Chennai - 600 004. Tamil Nadu, INDIA. Ph: +91 (44) 2466 3800 / 2466 3900 Email : admin@gbaca.in Web: www.gbaca.in

G BALU ASSOCIATES LLP

Chartered Accountants

• 1. The Statement includes the results of the following entities:
• a. Beardsell Limited
• b. Sarovar Insulation Private Limited Subsidiary
• c. Saideep Polytherm Controlled entity
• 1. Based on our review conducted and procedures performed as stated in Paragraph 3 above and based on the consideration of the review reports of other auditors referred to in Paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

$6.$ Other Matters

The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of subsidiary and controlled entity, whose unaudited interim financial results reflect a total revenue of Rs. 289.52 lakhs and Rs. 947.53 lakhs respectively along with total net profit after tax of Rs. 5.28 lakhs and Rs. 30.64 lakhs and a total net comprehensive income of Rs. 5.28 lakhs and Rs. 30.64 lakhs, for the quarter ended 30^th June 2024, as considered in the consolidated unaudited financial results. This interim financial information been reviewed by their respective auditors. The Independent Auditor's review report on the interim unaudited financial results of these entities have been furnished to us by the Management and our conclusion in the statement, in so far as it relates to the amounts and disclosures in respect of the subsidiary and controlled entity based solely on the report of such auditors and procedures performed by us as stated in Paragraph 3 above.

Our Conclusion is not modified in respect of this matter.

For G BALU ASSOCIATES LLP Chartered Accountants ICAI FRN: 000376S/S200073 CLATE Rajagopalan B Partner Membership No: 217187 Bred AC

UDIN: 24217187BKCSRZ5277 Place: Chennai Date: 14.08.2024

BEARDSELL LIMITED

CIN NO: L65991TN1936PLC001428 REGISTERED OFFICE: 47, GREAMS ROAD, CHENNAI-600 006

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2024

			Quarter ended		Year ended
		Unaudited	Audited	Unaudited	Audited
S.No	Particulars		31-03-2024	30/06/2023
		30/06/2024	(Refer Note 3)		31/03/2024
1	Income
	(a) Revenue from Operations	5,965	6,787	5,717	24,495
	(b) Other income	13	149	23	361
	Total Income $(a) + (b)$	5,978	6,936	5,740	24,856
$\mathbf{2}$	Expenses a. Cost of materials consumed	3,906	4,210	3,414	14,845
	b. Purchase of stock-in-trade	239	438	451	1,615
	c. Changes in inventories of finished goods, work-in-progress
	and stock-in-trade	4	(46)	(1)	(21)
	d. Employee benefits expense	450	583	431	2,002
	e. Finance costs	97	128	105	451
	f. Depreciation and amortization expense	189	203	139	722
	g. Other expenses	801	1,158	894	4,004
	Total Expenses (sum of (a) to (g))	5,686	6,674	5,433	23,618
3	Profit before exceptional items and Tax (1-2)	292	262	307	1,238
4	Exceptional items
5	Profit before Tax (3-4)	292	262	307	1,238
6	Tax expense
	a)Current Tax	50	112	102	380
7	b)Deferred Tax Profit for the Period (5-6)	14 228	56 95	(36) 241	35 824
	Share of profit /(loss) of joint ventures and associates (net)
8	Profit for the period after share of loss of associates	228	95	241	824
9	Other Comprehensive Income (Net of Tax)
	a) Items not to be reclassified to Profit or Loss in subsequent period	(3)	(28)	(2)	(34)
	b) Items to be reclassified to Profit or Loss in subsequent period
	Other Comprehensive Income for the period	(3)	(28)	(2)	(34)
	Total Comprehensive Income	225	66	239	789
	Net profit / (loss) attributable to
	Owners of the company	228	95	241	824
	Non controling interest
	Other Comprehensive Income attributable to
	Owners of the company	(3)	(28)	(2)	(34)
	Non controling interest
	Total Comprehensive Income attributable to
	Owners of the company	225	66	239	789
	Non controling interest
10	Paid Up Equity Share Capital (Face value-Rs.2/- each)	789	789	789	789
11	Other Equity				6,307
12	Earning Per Share (of Rs.2/-each (not annualised)) Basic and Diluted	0.58	0.24	0.62	2.10

	BEARDSELL LIMITED
	CIN NO: L65991TN1936PLC001428
	REGISTERED OFFICE: 47, GREAMS ROAD,
	CHENNAI-600 006
UNAUDITED CONSOLIDATED SEGMENTWISE FINANCIAL RESULTS AND CAPITAL EMPLOYED
Reporting of Segment wise Standalone Revenue Results, Assets and Liabilities for the Quarter Ended June 30,2024
SEGMENT REVENUE - 30.06.2024		Quarter ended		Year ended
	Jun-24	Mar-24	Jun-23	Mar-24
INSULATION	5,618	6,394	5,239	22733
TRADING	347	393	478	1762
IONS REV FROM OPERAT	5,965	6,787	5,717	24495
SEGMENT RESULTS
INSULATION	591	816	506	2393
TRADING	$\overline{21}$	(32)	$\overline{3}1$	56
TOTAL SEGMENT	612	784	537	2449
Less : FINANCE COST	(97)	(128)	(105)	(451)
LOCABLE Less : OTHER UNALI	(223)	(394)	(125)	(761)
FBL	292	262	307	1,237
SEGMENT - ASSETS
INSULATION	14620	13998	14163	13998
TRADING	460	528	680	528
UNALLOCABLE CORPORATE ASSETS	1243	1546	1049	1546
	16323	16072	15892	16072
TIES SEGMENT - LIABILIT
INSULATION	6233	6167	6763	6167
TRADING	212	271	375	271
UNALLOCABLE CORPORATE LIABILITIES	2557	2538	2242	2538
	9002	8976	9380	8976
	t
30	D

1) The Unaudited consolidated financial results of the company for the quarter ended June 30, 2024 have been prepared in accordance with the Indian
133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as Accounting Standards (Ind AS) as prescribed under Section amended
held on 14th August, 2024. The Statutory Auditor of the company has reviewed the results for the company for the quarter ended June 30, 2024 have been reviewed by the Audit Committee and 2) The above unaudited consolidated financial results of the thereafter approved by the Board of Directors at its meeting quarter ended June 30, 2024.
3) The Consolidated financial results for the quarter ended March 31, 2024 are the balancing figure between audited figures in respect of the full financial years and the unaudited published year-to-date figures upto December 31, 2023, being the date of the end of the third quarter for the financial year which were subjected to limited review.
4) The Unaudited Consolidated Financial Results includes the results of the Company, its Wholly owned Subsidiary-Sarovar Insulation Private Limited and Controlled Entity - Saideep Polytherm (Partnership Firm) (together as "Group").
exchange website www.nseindia.com and on our website www.beardsell.co.in. 5) The above financial results are also available on the stock
E ò ified, where necessary to conform to the current periods' classification/ presentation 6) Previous periods' figures have been re-grouped / re-class
For Beardsell Ninited Executive Director Amrith Anumolu Date: August 14, 2024 Place: Chennai

G BALU ASSOCIATES LLP Chartered Accountants

Independent Auditor's Review Report on the Unaudited Standalone Financial Results of M/s Beardsell Limited for the Quarter ended 30^th June 2024 Pursuant to the Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Review report to The Board of Directors Beardsell Limited.

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of Beardsell Limited (the "Company") for the quarter ended June 30, 2024 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 1. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to issue a report on these financial Statement based on our review.
• 1. We conducted our review of the Statcment in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above and based on the consideration of the review reports of other auditors, as stated in Paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement of unaudited financial results prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

G BALU ASSOCIATES LLP Chartered Accountants

5. Other Matters

The accompanying Statement includes the Company's share of net profit of Rs. 30.64 lakhs for the quarter ended 30^th June 2024, on its investment in the partnership firm based on the unaudited interim financial results and other unaudited financial information reviewed by the independent auditors. The independent auditors review report on the interim financial results of this partnership firm have been furnished to us by the Management, and our conclusion on the Statement, in for as it relates to the Company's share of net profit from the firm is based solely on the reports of such auditors.

Our Conclusion is not modified in respect of this matter.

For G BALU ASSOCIATES LLP Chartered Accountants ICAI FRN: 000376S/S200073 Pored A Rajagopalan B

Partner Membership No: 217187

UDIN: 24217187BKCSRY6356 Place: Chennai Date: 14.08.2024

	BEARDSELL LIMITED
	CIN NO: L65991TN1936PLC001428
	REGISTERED OFFICE: 47, GREAMS ROAD,
	STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2024 CHENNAI-600006
				Rs. in Lakhs except for per share data
			3 months ended		Year ended
		Unaudited	Audited	Unaudited	Audited
S.No	Particulars	30/06/2024	(Refer Note 3) 31-03-2024	30/06/2023	31/03/2024
$\blacksquare$	Income
	(a) Revenue from Operations (b) Other income	5,492 54	6,408 133	35 5,304	23,146 432
	Total Income $(a) + (b)$	5,546	6,541	5,339	23,578
Z	Expenses
	a. Cost of materials consumed	3,754	4,150	3,295	14,756
	b. Purchase of stock-in-trade	239	438	450	$1,615$
	c. Changes in inventories of finished goods, work-in-progress and stock-in-trade		(42)	$\odot$	(20)
	d. Employee benefits expense	404	507	370	1,750
	e. Finance costs	81	114	86	388
	f. Depreciation and amortization expense	155	159	$110\,$	589
	g. Other expenses	619	958	730	3,292
	Total Expenses (sum of (a) to (g))	5,259	6,284	5,038	22,370
3	d Tax (1-2) Profit before exceptional items an	287	257	301	1,208
4	Exceptional items
Б	Profit before Tax (3-4)	287	257	301	1,208
م	Tax expense
	a)Current Tax	50	$\Xi$	99	380
	b)Deferred Tax	15	55	(36)	35
Ŋ	Profit after Tax (5-6)	222	51	238	793
$\infty$	Other Comprehensive Income/ (Loss)
	a) Items not to be reclassified to Profit or Loss in subsequent period
	Re-measurement gains / (losses) on defined benefit plans	$\bigoplus$	(38)	$\odot$	$\widehat{\Theta}$
	above Income tax effect relating to the		$\overline{10}$		$\mathfrak{a}$
	Other Comprehensive Income for the period	$\odot$	(28)	$\odot$	(34)
Ó	Total Comprehensive Income	219	63	236	759
$\overline{10}$	Paid Up Equity Share Capital (Face value-Rs.2/- each)	789	89	789	88
$\mathbf{1}$	Other Equity				6,315
$\mathbf{r}$	E. Earning Per Share (of Rs.2/-each) (not annualised)
	$\mathcal{D}_{\mathcal{A}}$ 300 Basic and Diluted	0.57	0.23	0.62	2.02

BEARDSELL LIMITED
CIN NO: L65991TN1936PLC001428
REGISTERED OFFICE: 47, GREAMS ROAD,
CHENNAI-600 006
UNAUDITED STANDALONE SEGMENTWISE FINANCIAL RESULTS AND CAPITAL EMPLOYED
eporting of Segment wise Standalone Revenue Results, Assets and Liabilities for the Quarter Ended June 30,2024
EGMENT REVENUE - 30.06.2024		Quarter ended		Year ended
	Jun-24	Mar-24	Jun-23	Mar-24
NSULATION	5,145	6,015	4,826	21384
RADING	347	393	478	1762
REV FROM OPERATIONS	5,492	6,408	5,304	23146
EGMENT RESULTS
NSULATION	532	799	481	2302
RADING	$\overline{21}$	$\widetilde{\left(32\right)}$	$\overline{31}$	56
OTAL SEGMENT	553	767	512	2358
ess : FINANCE COST	(81)	(114)	(86)	(388)
ess : OTHER UNALLOCABLE	(185)	(396)	(125)	(762)
Ъď	287	257	301	1,208
EGMENT - ASSETS
NSULATION	13008	12890	11090	12890
RADING	460	528	680	528
JNALLOCABLE CORPORATE ASSETS	1243	1546	1049	1546
	14711	14964	12819	14964
EGMENT - LIABILITIES
NSULATION	4619	5051	3581	5051
RADING	212	271	375	271
JNALLOCABLE CORPORATE LIABILITIES	2557	2538	2242	2538
	7388	7860	6198	7860
				ED ٦ 900 009

2) The above unaudited standalone financial results of the company for the quarter ended June 30, 2024 have been reviewed by the Audit Committee and thereafter 30, 2024 also includes from the controlled entity - Saideep polytherm (Partnership firm) a approved by the Board of Directors at its meeting held on 14th August, 2024. The Statutory Auditor of the company has reviewed the results for the quarter ended are balancing figures between audited figures in respect of the full financial years and the profit of Rs. 30.64 lakhs, profit of Rs. 12.17 lakhs for the quarter ended June 30, 2023, loss of Rs. 26.52 lakhs for the quarter ended March 31, 2024 and a profit of Rs. the date of the end of third quarter for the financial year which were subjected to limited 1) The Unaudited standalone financial results of the company for the quarter ended June 30, 2024 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended unaudited published year-to-date figures upto December 31,2023, being 4) The unaudited standalone financial results for the quarter ended June 3) The Standalone financial results for the quarter ended March 31,2024 NOTES TO UNAUDITED STANDALONE FINANCIAL RESULTS 128.75 lakhs for the year ended 31st March 2024. June 30, 2024 review.
6) Previous periods' figures have been re-grouped / re-classified, where necessary to conform to the current periods' classification/ presentation. 5) The above financial results are also available on the stock exchange website www.nseindia.com and on our website www.beardsell.co.in.
For Beardsell Limited Executive Director Amrith Anumolu Date: 14-08-2024 Place: Chennai

Preamble

Beardsell Limited (hereinafter referred to as the "Company") is committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. The Company will comply with the continuous disclosure obligations as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time.

The Company has adopted the following policy and procedures with regard to determination of Materiality of events or information which are required to be disclosed to the Stock Exchanges in terms of Regulation 30 of the Listing Regulations. This Policy has been formulated in accordance with Clause (ii) of sub-regulation (4) of Regulation 30 of the Listing Regulations.

Purpose of the Policy

The purpose of this Policy is to determine materiality of events and information based on criteria specified under Clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events/ information specified in Para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchanges and to provide guidance to Company and its Officers to make disclosures that are appropriate and would be consistent with the facts of each event.

Objectives of the Policy

The objectives of this Policy are as follows:

• a. To ensure that the Company complies with the disclosure obligations to which it is subject as a publicly-traded company as laid down by the Listing Regulations, various securities laws and any other legislations.
• b. To ensure that the information disclosed by the Company is timely and transparent.
• c. To ensure that corporate documents and public statements are accurate and do not contain any misrepresentation.
• d. To protect the confidentiality of material/ price sensitive information within the context of the Company's disclosure obligations.
• e. To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company.
• f. To ensure uniformity in the Company's approach to disclosures, raise awareness and reduce the risk of selective disclosures.

Criteria for determination of materiality of events/information

The Company shall consider the criteria as specified in Clause (i) of Sub-regulation (4) of Regulation 30 of the Listing Regulations for determination of materiality of events/ information as under:

• a. the omission of an event or information is likely to result in discontinuity or alteration of event or information already available publicly; or
• b. 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
• c. 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 respect to the above, the average of absolute value of profit or loss is required to be considered by disregarding the 'sign' (positive or negative) that denotes such value as the said value / figure is required only for determining the threshold for 'materiality' of the event and not for any commercial consideration.

d. In case where the criteria specified in sub-clauses (a), (b) and (c) is not applicable, an event or information may be treated as being material if in the opinion of the Board of Directors or Chairman & Managing Director or Director (Commercial) or Director (Finance) of the Company, the event or information is considered material.

Disclosure of events or information

• a. The events / information specified in Para A of Part A of Schedule Ill of the Listing Regulations are deemed to be material events. Upon occurrence of such events/information the Company shall make disclosure to the Stock Exchanges without any application of the guidelines for materiality.
• b. The events/ information specified in Para B of Part A of Schedule IlI to the Listing Regulations shall be disclosed upon occurrence, based on application of the guidelines for materiality as specified above in this Policy.
• c. 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 listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities.

BEARDSELL LIMITED CIN: L65991TN1936PLC001428 POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

• d. The Company shall make disclosures updating material developments on a regular basis, till such time the event is resolved/ closed, with relevant explanations.
• e. The Company shall disclose all events or information with respect to its Subsidiary(ies) which are material for the listed entity.

Implementation

In order to ensure that the Company complies with the disclosure obligations under Regulations 30 of the Listing Regulations, the following internal system has to be followed for reporting any event/ information which may require disclosure so that the event/ information can be properly assessed and decision can be made regarding its disclosure to the Stock Exchanges.

• a) The Board has authorised the Team comprising of the Chief Financial Officer and the Company Secretary, who shall, in consultation with the CEO / Managing Director (at present the Executive Director) of the Company, determine the materiality of an event / information and disclose the same to the stock exchanges.
• b) The General Managers (GM), Branch Managers (BM), and other employees having access to, or becoming aware of the occurrence of, an event and/or information referred here in the policy shall report such event or information, as soon as possible, to the Chief Financial Officer and the Company Secretary so as to enable them to determine the materiality of an event / information and disclose the same to the stock exchanges within specified timeline.
• c) On receipt of communication of material/ potential material event/ information, Chief Financial Officer and the Company Secretary in consultation with the CEO / Managing Director will:
• i. Review event/ information and to take necessary steps to verify its accuracy;
• ii. Apply criteria specified in the policy for determination of materiality of events/ information and assess whether the event/ information is required to be disclosed to the Stock Exchanges under the Listing Regulations.
• iii. Review updating material developments on a regular basis, till such time the event is resolved/ closed.
• d) The Compliance Officer on behalf of the Company shall submit the disclosures with the Stock Exchanges as soon as reasonably possible and in any case not later than the following:
• i. 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;
• ii. twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity;
• iii. 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 Part A of Schedule Il of Listing Regulations shall be made within such timelines.

e) After making the announcement with the Stock Exchanges, the Company Secretary shall arrange to place it on the website of the Company. Such disclosures shall be hosted on the website of the company for a minimum period of five (5) years and thereafter as per the archival policy of the company.

Guidance on When an Event / Information can be said to have Occurred:

The company may be confronted with the question as to when an event/information can be said to have occurred for making disclosures. Guidance provided by the Securities and Exchange Board of India vide its circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, as amended from time to time, shall be followed to determine such a question.

In certain instances, it would depend upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required, it would depend upon the timing when the listed entity became aware of the event/information.

In the former, the events/information can be said to have occurred upon receipt of approval of Board of Directors and in certain events/information after receipt of approval of both i.e. Board of Directors and Shareholders. However, considering the price sensitivity involved, for certain events, disclosure shall be made on receipt of approval of the event by the Board of Directors, pending Shareholder's approval. In case in-principle approval or approval to explore (which is not final approval) is given by the Board of Directors, the same shall not require disclosure under regulation 30 of the Listing Regulations.

In the latter, the events/information can be said to have occurred when a listed entity becomes 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.

Amendment

Any subsequent amendment / modification in the Listing Regulations or any other governing Act / Rules / regulations or re-enactment, impacting the provisions of this Policy, shall automatically apply to this Policy and the relevant provision(s) of this Policy shall be deemed to be modified and / or amended to that extent, even if not incorporated in this Policy.

The Board of Directors, shall have power to amend any of the provisions of this Policy, substitute any of the provisions with a new provision or replace this Policy entirely with a new Policy as may be deemed necessary and in accordance with regulatory amendments from time to time.